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EX-95 - EX-95 - MARTIN MARIETTA MATERIALS INCd147147dex95.htm
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EX-32.01 - EX-32.01 - MARTIN MARIETTA MATERIALS INCd147147dex3201.htm
EX-21.01 - EX-21.01 - MARTIN MARIETTA MATERIALS INCd147147dex2101.htm
EX-23.01 - EX-23.01 - MARTIN MARIETTA MATERIALS INCd147147dex2301.htm
EX-12.01 - EX-12.01 - MARTIN MARIETTA MATERIALS INCd147147dex1201.htm
EX-31.01 - EX-31.01 - MARTIN MARIETTA MATERIALS INCd147147dex3101.htm
EX-32.02 - EX-32.02 - MARTIN MARIETTA MATERIALS INCd147147dex3202.htm
EX-31.02 - EX-31.02 - MARTIN MARIETTA MATERIALS INCd147147dex3102.htm

STATEMENT OF FINANCIAL RESPONSIBILITY AND REPORT OF MANAGEMENT

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Martin Marietta Materials, Inc. (“Martin Marietta”), is responsible for the consolidated financial statements, the related financial information contained in this 2015 Annual Report and the establishment and maintenance of adequate internal control over financial reporting. The consolidated balance sheets for Martin Marietta, at December 31, 2015 and 2014, and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, 2015, include amounts based on estimates and judgments and have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis.

A system of internal control over financial reporting is designed to provide reasonable assurance, in a cost-effective manner, that assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization, accountability for assets is maintained and financial statements are prepared and presented fairly in accordance with accounting principles generally accepted in the United States. Internal control systems over financial reporting have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Corporation operates in an environment that establishes an appropriate system of internal control over financial reporting and ensures that the system is maintained, assessed and monitored on a periodic basis. This internal control system includes examinations by internal audit staff and oversight by the Audit Committee of the Board of Directors.

The Corporation’s management recognizes its responsibility to foster a strong ethical climate. Management has issued written policy statements that document the Corporation’s business code of ethics. The importance of ethical behavior is regularly communicated to all employees through the distribution of the Code of Ethical Business Conduct booklet and through ongoing education and review programs designed to create a strong commitment to ethical business practices.

The Audit Committee of the Board of Directors, which consists of four independent, nonemployee directors, meets periodically and separately with management, the independent auditors and the internal auditors to review the activities of each. The Audit Committee meets standards established by the Securities and Exchange Commission and the New York Stock Exchange as they relate to the composition and practices of audit committees.

Management of Martin Marietta, assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”). Based on management’s assessment under the framework in Internal Control – Integrated Framework, management concluded that the Corporation’s internal control over financial reporting was effective as of December 31, 2015.

The consolidated financial statements and internal control over financial reporting have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose reports appear on the following pages.

 

LOGO

  

LOGO

C. Howard Nye

  

Anne H. Lloyd

Chairman, President and Chief Executive Officer

  

Executive Vice President and Chief Financial Officer

February 23, 2016   

 

Martin Marietta  |  Page 9


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Martin Marietta Materials, Inc.

We have audited Martin Marietta Materials, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Martin Marietta Materials, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Statement of Financial Responsibility and Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Martin Marietta Materials, Inc., maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Martin Marietta Materials, Inc., as of December 31, 2015 and 2014, and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, 2015, of Martin Marietta Materials, Inc., and our report dated February 23, 2016 expressed an unqualified opinion thereon.

 

LOGO

Raleigh, North Carolina

February 23, 2016

 

Martin Marietta  |  Page 10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Martin Marietta Materials, Inc.

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Martin Marietta Materials, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Martin Marietta Materials, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2016 expressed an unqualified opinion thereon.

 

LOGO

Raleigh, North Carolina

February 23, 2016

 

Martin Marietta  |  Page 11


 

CONSOLIDATED STATEMENTS OF EARNINGS for years ended December 31

 

  

 

(add 000, except per share)    2015           2014           2013  

Net Sales

   $   3,268,116         $   2,679,095         $  1,943,218   

Freight and delivery revenues

     271,454             278,856             212,333   

Total revenues

     3,539,570             2,957,951             2,155,551   

Cost of sales

     2,546,349           2,156,735           1,579,261   

Freight and delivery costs

     271,454             278,856             212,333   

Total cost of revenues

     2,817,803             2,435,591             1,791,594   

Gross Profit

     721,767           522,360           363,957   

Selling, general and administrative expenses

     218,234           169,245           150,091   

Acquisition-related expenses, net

     8,464           42,891           671   

Other operating expenses and (income), net

     15,653             (4,649          (4,793

Earnings from Operations

     479,416           314,873           217,988   

Interest expense

     76,287           66,057           53,467   

Other nonoperating (income) and expenses, net

     (10,672          (362          295   

Earnings from continuing operations before taxes on income

     413,801           249,178           164,226   

Taxes on income

     124,863             94,847             44,045   

Earnings from Continuing Operations

     288,938           154,331           120,181   

Loss on discontinued operations, net of related tax benefit of $0, $40 and $417, respectively

                 (37          (749

Consolidated net earnings

     288,938           154,294           119,432   

Less: Net earnings (loss) attributable to noncontrolling interests

     146             (1,307          (1,905

Net Earnings Attributable to Martin Marietta

   $ 288,792           $ 155,601           $ 121,337   

Net Earnings (Loss) Attributable to Martin Marietta

            

Earnings from continuing operations

   $ 288,792         $ 155,638         $ 122,086   

Discontinued operations

                 (37          (749
   $ 288,792           $ 155,601           $ 121,337   

Net Earnings (Loss) Attributable to Martin Marietta Per Common Share (see Note A)

            

– Basic from continuing operations attributable to common shareholders

   $ 4.31         $ 2.73         $ 2.64   

– Discontinued operations attributable to common shareholders

                             (0.02
   $ 4.31           $ 2.73           $ 2.62   

– Diluted from continuing operations attributable to common shareholders

   $ 4.29         $ 2.71         $ 2.63   

– Discontinued operations attributable to common shareholders

                             (0.02
   $ 4.29           $ 2.71           $ 2.61   

Weighted-Average Common Shares Outstanding

            

– Basic

     66,770             56,854             46,164   

– Diluted

     67,020             57,088             46,285   

The notes on pages 17 through 41 are an integral part of these financial statements.    

 

Martin Marietta  |  Page 12


 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS for years ended December 31  

 

  

 

(add 000)    2015           2014           2013  

Consolidated Net Earnings

   $     288,938           $     154,294           $     119,432   

Other comprehensive earnings (loss), net of tax:

            

Defined benefit pension and postretirement plans:

            

Net (loss) gain arising during period, net of tax of $(4,530), $(39,752) and $36,294, respectively

     (7,101        (62,767        55,472   

Amortization of prior service credit, net of tax of $(731), $(1,108) and $(1,111), respectively

     (1,149        (1,702        (1,696

Amortization of actuarial loss, net of tax of $6,551, $1,490 and $6,211, respectively

     10,299           2,289           9,493   

Amount recognized in net periodic pension cost due to settlement, net of tax of $289

                         440   

Amount recognized in net periodic pension cost due to special plan termination benefits, net of tax of $811

     1,274                           
     3,323           (62,180        63,709   

Foreign currency translation loss

     (3,542        (624        (2,255

Amortization of terminated value of forward starting interest rate swap agreements into interest expense, net of tax of $509, $470 and $438, respectively

     771             718             670   
       552             (62,086          62,124   

Consolidated comprehensive earnings

     289,490           92,208           181,556   

Less: Comprehensive earnings (loss) attributable to noncontrolling interests

     161             (1,348          (1,836

Comprehensive Earnings Attributable to Martin Marietta

   $ 289,329           $ 93,556           $ 183,392   

 

The notes on pages 17 through 41 are an integral part of these financial statements.

 

Martin Marietta  |  Page 13


 

CONSOLIDATED BALANCE SHEETS at December 31

 

  

 

Assets (add 000)    2015           2014  

Current Assets:

       

Cash and cash equivalents

   $ 168,409         $ 108,651   

Accounts receivable, net

     410,921           421,001   

Inventories, net

     469,141           484,919   

Other current assets

     33,697             29,607   

Total Current Assets

     1,082,168             1,044,178   

Property, plant and equipment, net

     3,156,000           3,402,770   

Goodwill

     2,068,235           2,068,799   

Operating permits, net

     444,725           499,487   

Other intangibles, net

     65,827           95,718   

Other noncurrent assets

     144,777             108,802   

Total Assets

   $ 6,961,732           $ 7,219,754   

Liabilities and Equity (add 000, except parenthetical share data)

                     

Current Liabilities:

       

Bank overdraft

   $ 10,235         $ 183   

Accounts payable

     164,718           202,476   

Accrued salaries, benefits and payroll taxes

     30,939           36,576   

Pension and postretirement benefits

     8,168           6,953   

Accrued insurance and other taxes

     62,781           58,356   

Current maturities of long-term debt

     19,246           14,336   

Other current liabilities

     71,104             77,768   

Total Current Liabilities

     367,191             396,648   

Long-term debt

     1,553,649           1,571,059   

Pension, postretirement and postemployment benefits

     224,538           249,333   

Deferred income taxes, net

     583,459           489,945   

Other noncurrent liabilities

     172,718             160,021   

Total Liabilities

     2,901,555             2,867,006   

Equity:

       

Common stock ($0.01 par value; 100,000,000 shares authorized; 64,479,000 and 67,293,000 shares outstanding at December 31, 2015 and 2014, respectively)

     643           671   

Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)

                 

Additional paid-in capital

     3,287,827           3,243,619   

Accumulated other comprehensive loss

     (105,622        (106,159

Retained earnings

     874,436             1,213,035   

Total Shareholders’ Equity

     4,057,284           4,351,166   

Noncontrolling interests

     2,893             1,582   

Total Equity

     4,060,177             4,352,748   

Total Liabilities and Equity

   $   6,961,732           $   7,219,754   

The notes on pages 17 through 41 are an integral part of these financial statements.

 

Martin Marietta  |  Page 14


 

CONSOLIDATED STATEMENTS OF CASH FLOWS for years ended December 31

 

  

 

(add 000)    2015           2014           2013  

Cash Flows from Operating Activities:

            

Consolidated net earnings

   $   288,938         $ 154,294         $     119,432   

Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:

            

Depreciation, depletion and amortization

     263,587           222,746           173,761   

Stock-based compensation expense

     13,589           8,993           7,008   

Loss (gains) on divestitures and sales of assets

     14,093           (52,297        (2,265

Deferred income taxes

     85,225           50,292           24,113   

Excess tax benefits from stock-based compensation transactions

               (2,508        (2,368

Other items, net

     (5,972        4,795           (429

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

            

Accounts receivable, net

     12,309           (16,650        (22,523

Inventories, net

     (21,525        (12,020        (11,639

Accounts payable

     (40,053        5,303           20,063   

Other assets and liabilities, net

     (37,040          18,710             3,798   

Net Cash Provided by Operating Activities

     573,151             381,658             308,951   

Cash Flows from Investing Activities:

            

Additions to property, plant and equipment

     (318,232        (232,183        (155,233

Acquisitions, net

     (43,215        (189        (64,478

Cash received in acquisition

     63           59,887             

Proceeds from divestitures and sales of assets

     448,122           121,985           8,564   

Payment of railcar construction advances

     (25,234        (14,513          

Reimbursement of railcar construction advances

     25,234           14,513             

Repayments from affiliate

     1,808           1,175             

Loan to affiliate

                             (3,402

Net Cash Provided By (Used for) Investing Activities

     88,546             (49,325          (214,549

Cash Flows from Financing Activities:

            

Borrowings of long-term debt

     230,000           868,762           604,417   

Repayments of long-term debt

     (244,704        (1,057,289        (621,142

Debt issuance costs

               (2,782        (2,148

Change in bank overdraft

     10,052           (2,373        2,556   

Payments on capital lease obligations

     (6,616        (3,075        (28

Dividends paid

     (107,462        (91,304        (74,197

Distributions to owners of noncontrolling interests

     (325        (800        (876

Repurchase of common stock

     (519,962                    

Purchase of remaining interest in existing subsidiaries

               (19,480          

Issuances of common stock

     37,078           39,714           11,691   

Excess tax benefits from stock-based compensation transactions

                 2,508             2,368   

Net Cash Used for Financing Activities

     (601,939          (266,119          (77,359

Net Increase in Cash and Cash Equivalents

     59,758           66,214           17,043   

Cash and Cash Equivalents, beginning of year

     108,651             42,437             25,394   

Cash and Cash Equivalents, end of year

   $ 168,409           $ 108,651           $ 42,437   

Supplemental Disclosures of Cash Flow Information:

            

Cash paid for interest

   $ 71,011         $ 81,304         $ 52,034   

Cash paid for income taxes

   $ 46,774         $ 15,955         $ 23,491   

The notes on pages 17 through 41 are an integral part of these financial statements.

 

Martin Marietta  |  Page 15


 

CONSOLIDATED STATEMENTS OF TOTAL EQUITY

 

  

 

(add 000, except per share data)   Shares of
Common
Stock
  Common
Stock
 

Additional

Paid-In
Capital

 

Accumulated

Other

Comprehensive

(Loss) Earnings

  Retained
Earnings
 

Total

Shareholders’
Equity

 

Non-

controlling
Interests

 

Total

Equity

Balance at December 31, 2012

      46,002       $   459       $   414,657       $ (106,169 )     $   1,101,598       $   1,410,545       $   39,754       $   1,450,299  

Consolidated net earnings (loss)

                                      121,337         121,337         (1,905 )       119,432  

Other comprehensive earnings

                                    62,055                 62,055         69         62,124  

Dividends declared ($1.60 per common share)

                                      (74,197 )       (74,197 )               (74,197 )

Issuances of common stock for stock award plans

      259         2         11,127                         11,129                 11,129  

Stock-based compensation expense

                      7,008                         7,008                 7,008  

Distributions to owners of noncontrolling interests

                                                      (876 )       (876 )

Balance at December 31, 2013

      46,261         461         432,792         (44,114 )       1,148,738         1,537,877         37,042         1,574,919  

Consolidated net earnings (loss)

                                      155,601         155,601         (1,307 )       154,294  

Other comprehensive loss

                              (62,045 )               (62,045 )       (41 )       (62,086 )

Dividends declared ($1.60 per common share)

                                      (91,304 )       (91,304 )               (91,304 )

Issuances of common stock, stock options and stock appreciation rights for TXI acquisition

      20,309         203         2,751,670                         2,751,873                 2,751,873  

Issuances of common stock for stock award plans

      723         7         41,765                         41,772                 41,772  

Stock-based compensation expense

                      8,993                 8,993                 8,993  

Distributions to owners of noncontrolling interests

                                                      (800 )       (800 )

Purchase of subsidiary shares from noncontrolling interest

                      8,399                         8,399         (33,312 )       (24,913 )

Balance at December 31, 2014

      67,293       $ 671       $ 3,243,619       $ (106,159 )     $ 1,213,035       $   4,351,166       $ 1,582       $   4,352,748  

Consolidated net earnings

                                      288,792         288,792         146         288,938  

Other comprehensive earnings

                              537                 537         15         552  

Dividends declared ($1.60 per common share)

                                      (107,462 )       (107,462 )               (107,462 )

Issuances of common stock for stock award plans

      471         5         30,619                         30,624                 30,624  

Repurchases of common stock

      (3,285 )       (33 )                       (519,929 )       (519,962 )               (519,962 )

Stock-based compensation expense

                      13,589                 13,589                 13,589  

Minority interest acquired via business combination

                                                      1,475         1,475  

Distributions to owners of noncontrolling interests

                                                      (325 )       (325 )

Balance at December 31, 2015

      64,479       $ 643       $ 3,287,827       $ (105,622 )     $ 874,436       $   4,057,284       $ 2,893       $ 4,060,177  

The notes on pages 17 through 41 are an integral part of these financial statements.

 

Martin Marietta  |  Page 16


NOTES TO FINANCIAL STATEMENTS

 

Note A: Accounting Policies

Organization. Martin Marietta Materials, Inc., (the “Corporation” or “Martin Marietta”) is engaged principally in the construction aggregates business. The aggregates product line accounted for 55% of consolidated 2015 net sales and includes crushed stone, sand and gravel, and is used for the construction of infrastructure, nonresidential and residential projects. Aggregates products are also used for railroad ballast, and in agricultural, utility and environmental applications. These aggregates products, along with the Corporation’s aggregates-related downstream product lines, namely heavy building materials such as asphalt products, ready mixed concrete and road paving construction services (which accounted for 27% of consolidated 2015 net sales), are sold and shipped from a network of more than 400 quarries, distribution facilities and plants to customers in 36 states, Canada, the Bahamas and the Caribbean Islands. The aggregates and aggregates-related downstream product lines are reported collectively as the “Aggregates business”. As of December 31, 2015, the Aggregates business contains the following reportable segments: Mid-America Group, Southeast Group and West Group. The Mid-America Group operates in Indiana, Iowa, northern Kansas, Kentucky, Maryland, Minnesota, Missouri, eastern Nebraska, North Carolina, Ohio, South Carolina, Virginia, Washington and West Virginia. The Southeast Group has operations in Alabama, Florida, Georgia, Tennessee, Nova Scotia and the Bahamas. The West Group operates in Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming. The following states accounted for 70% of the Aggregates business’ 2015 net sales: Texas, Colorado, North Carolina, Iowa and Georgia.

The Cement segment, accounting for 11% of consolidated 2015 net sales, produces Portland and specialty cements. Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and the railroad, agricultural, utility and environmental industries. Texas and California accounted for 72% and 25%, respectively, of the Cement business’ 2015 net sales. In September 2015, the Corporation divested of its California cement operations.

The Magnesia Specialties segment, accounting for 7% of consolidated 2015 net sales, produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.

Use of Estimates. The preparation of the Corporation’s consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets and assumptions used in the calculation of taxes on income, retirement and other postemployment benefits, and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed as part of business combinations. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. Changes in credit, equity and energy markets and changes in construction activity increase the uncertainty inherent in certain of these estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the consolidated financial statements for the period in which the change in estimate occurs.

Basis of Consolidation. The consolidated financial statements include the accounts of the Corporation and its wholly-owned and majority-owned subsidiaries. Partially-owned affiliates are either consolidated or accounted for at cost or as equity investments, depending on the level of ownership interest or the Corporation’s ability to exercise control over the affiliates’ operations. Intercompany balances and transactions have been eliminated in consolidation.

Early Adoption of New Accounting Standard. Effective December 31, 2015, the Corporation early adopted the Financial Accounting Standard Board’s (the “FASB”) final guidance on the balance sheet classification of deferred taxes. The guidance requires deferred tax assets and liabilities to be classified as noncurrent rather than split between current and noncurrent; however, deferred tax assets and liabilities from different federal, state and foreign jurisdictions are not netted for financial statement presentation. The adoption of Accounting

 

 

Martin Marietta  |  Page 17


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes, had no impact on the Corporation’s consolidated shareholders’ equity, results of operations or cash flows. Retrospective application is allowed and $244,638,000 of current deferred tax assets was reclassed into deferred income taxes, net, on the consolidated balance sheet as of December 31, 2014 to conform with current year presentation.

Revenue Recognition. Total revenues include sales of materials and services provided to customers, net of discounts or allowances, if any, and include freight and delivery costs billed to customers. Revenues for product sales are recognized when risks associated with ownership have passed to unaffiliated customers. Typically, this occurs when finished products are shipped. Revenues derived from the road paving business are recognized using the percentage-of-completion method under the revenue-cost approach. Under the revenue-cost approach, recognized contract revenue equals the total estimated contract revenue multiplied by the percentage of completion. Recognized costs equal the total estimated contract cost multiplied by the percentage of completion.

The FASB issued an accounting standard update that amends the accounting guidance on revenue recognition. The new standard intends to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. The new standard is effective for interim and annual reporting periods beginning after December 31, 2017 and can be applied on a full retrospective or modified retrospective approach. The Corporation is currently evaluating the impact of the provisions of the new standard, and at this time does not expect the impact to be material to its results of operations.

Freight and Delivery Costs. Freight and delivery costs represent pass-through transportation costs incurred and paid by the Corporation to third-party carriers to deliver products to customers. These costs are then billed to the Corporation’s customers.

Cash and Cash Equivalents. Cash equivalents are comprised of highly-liquid instruments with original maturities of three months or less from the date of purchase. The Corporation manages its cash and cash equivalents to ensure that short-term operating cash needs are met and that excess funds are managed efficiently. The Corporation subsidizes shortages in operating

cash through short-term borrowing facilities. The Corporation utilizes excess cash to either pay down short-term borrowings or invest in money market funds, money market demand deposit accounts or Eurodollar time deposit accounts. Money market demand deposits and Eurodollar time deposit accounts are exposed to bank solvency risk. Money market demand deposit accounts are FDIC insured up to $250,000. The Corporation’s deposits in bank funds generally exceed the $250,000 FDIC insurance limit. The Corporation’s cash management policy prohibits cash and cash equivalents over $100,000,000 to be maintained at any one bank.

Customer Receivables. Customer receivables are stated at cost. The Corporation does not charge interest on customer accounts receivables. The Corporation records an allowance for doubtful accounts, which includes a provision for probable losses based on historical write offs and a specific reserve for accounts greater than $50,000 deemed at risk. The Corporation writes off customer receivables as bad debt expense when it becomes apparent based upon customer facts and circumstances that such amounts will not be collected.

Inventories Valuation. Inventories are stated at the lower of cost or net realizable value. Costs for finished products and in process inventories are determined by the first-in, first-out method. The Corporation records an allowance for finished product inventories in excess of sales for a twelve-month period, as measured by historical sales. The Corporation also establishes an allowance for expendable parts over five years old and supplies over one year old.

Post-production stripping costs, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventory production costs and recognized in cost of sales in the same period as the revenue from the sale of the inventory.

Properties and Depreciation. Property, plant and equipment are stated at cost.

The estimated service lives for property, plant and equipment are as follows:

 

Class of Assets

  

Range of Service Lives

Buildings

   5 to 20 years

Machinery & Equipment

   2 to 20 years

Land Improvements

   5 to 15 years
 

 

Martin Marietta  |  Page 18


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation begins capitalizing quarry development costs at a point when reserves are determined to be proven or probable, economically mineable and when demand supports investment in the market. Capitalization of these costs ceases when production commences. Capitalized quarry development costs are classified as land improvements.

The Corporation reviews relevant facts and circumstances to determine whether to capitalize or expense pre-production stripping costs when additional pits are developed at an existing quarry. If the additional pit operates in a separate and distinct area of the quarry, these costs are capitalized as quarry development costs and depreciated over the life of the uncovered reserves. Additionally, a separate asset retirement obligation is created for additional pits when the liability is incurred. Once a pit enters the production phase, all post-production stripping costs are charged to inventory production costs as incurred.

Mineral reserves and mineral interests acquired in connection with a business combination are valued using an income approach over the life of the reserves.

Depreciation is computed over estimated service lives, principally by the straight-line method. Depletion of mineral reserves is calculated over proven and probable reserves by the units-of-production method on a quarry-by-quarry basis.

Property, plant and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if expected future undiscounted cash flows over the estimated remaining service life of the related asset are less than its carrying value.

Repair and Maintenance Costs. Repair and maintenance costs that do not substantially extend the life of the Corporation’s plant and equipment are expensed as incurred.

Goodwill and Intangible Assets. Goodwill represents the excess purchase price paid for acquired businesses over the estimated fair value of identifiable assets and liabilities. Other intangibles represent amounts assigned principally to contractual agreements and are amortized ratably over periods based on related contractual terms.

The Corporation’s reporting units, which represent the level at which goodwill is tested for impairment, are based on the geographic regions of the Aggregates business. Additionally,

the Cement business is a separate reporting unit. Goodwill is allocated to each reporting unit based on the location of acquisitions and divestitures at the time of consummation.

The carrying values of goodwill and other indefinite-lived intangible assets are reviewed annually, as of October 1, for impairment. An interim review is performed between annual tests if facts or circumstances indicate potential impairment. The carrying value of other amortizable intangibles is reviewed if facts and circumstances indicate potential impairment. If a review indicates that the carrying value is impaired, a charge is recorded.

Retirement Plans and Postretirement Benefits. The Corporation sponsors defined benefit retirement plans and also provides other postretirement benefits. The Corporation recognizes the funded status, defined as the difference between the fair value of plan assets and the benefit obligation, of its pension plans and other postretirement benefits as an asset or liability on the consolidated balance sheets. Actuarial gains or losses that arise during the year are not recognized as net periodic benefit cost in the same year, but rather are recognized as a component of accumulated other comprehensive earnings or loss. Those amounts are amortized over the participants’ average remaining service period and recognized as a component of net periodic benefit cost. The amount amortized is determined using a corridor approach based on the amount in excess of 10% of the greater of the projected benefit obligation or pension plan assets.

Stock-Based Compensation. The Corporation has stock-based compensation plans for employees and its Board of Directors. The Corporation recognizes all forms of stock-based payments to employees, including stock options, as compensation expense. The compensation expense is the fair value of the awards at the measurement date and is recognized over the requisite service period.

The Corporation uses the accelerated expense recognition method for stock options. The accelerated recognition method requires stock options that vest ratably to be divided into tranches. The expense for each tranche is allocated to its particular vesting period.

The Corporation expenses the fair value of restricted stock awards, incentive compensation awards and Board of Directors’ fees paid in the form of common stock based on the closing price of the Corporation’s common stock on the awards’ respective grant dates.

 

 

Martin Marietta  |  Page 19


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation uses the lattice valuation model to determine the fair value of stock option awards. The lattice valuation model takes into account employees’ exercise patterns based on changes in the Corporation’s stock price and other variables. The period of time for which options are expected to be outstanding, or expected term of the option, is a derived output of the lattice valuation model. The Corporation considers the following factors when estimating the expected term of options: vesting period of the award, expected volatility of the underlying stock, employees’ ages and external data.

Key assumptions used in determining the fair value of the stock options awarded in 2015, 2014 and 2013 were:

 

      2015      2014      2013  

Risk-free interest rate

     2.20%         2.50%         1.70%   

Dividend yield

     1.20%         1.50%         1.80%   

Volatility factor

     36.10%         35.30%         35.40%   

Expected term

     8.5 years         8.5 years         8.6 years   

Based on these assumptions, the weighted-average fair value of each stock option granted was $57.71, $43.42 and $36.48 for 2015, 2014 and 2013, respectively.

The risk-free interest rate reflects the interest rate on zero-coupon U.S. government bonds available at the time each option was granted having a remaining life approximately equal to the option’s expected life. The dividend yield represents the dividend rate expected to be paid over the option’s expected life. The Corporation’s volatility factor measures the amount by which its stock price is expected to fluctuate during the expected life of the option and is based on historical stock price changes. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Corporation estimates forfeitures and will ultimately recognize compensation cost only for those stock-based awards that vest.

The Corporation recognizes income tax benefits resulting from the payment of dividend equivalents on unvested stock-based payments as an increase to additional paid-in capital and includes them in the pool of excess tax benefits.

Environmental Matters. The Corporation records a liability for an asset retirement obligation at fair value in the period in which it is incurred. The asset retirement obligation is recorded at the acquisition date of a long-lived tangible asset if the fair value can be reasonably estimated. A corresponding amount is capitalized as part of the asset’s

carrying amount. The estimate of fair value is affected by management’s assumptions regarding the scope of the work required, inflation rates and quarry closure dates.

Further, the Corporation records an accrual for other environmental remediation liabilities in the period in which it is probable that a liability has been incurred and the appropriate amounts can be estimated reasonably. Such accruals are adjusted as further information develops or circumstances change. These costs are not discounted to their present value or offset for potential insurance or other claims or potential gains from future alternative uses for a site.

Income Taxes. Deferred income taxes, net on the consolidated balance sheets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, net of valuation allowances.

Uncertain Tax Positions. The Corporation recognizes a tax benefit when it is more-likely-than-not, based on the technical merits, that a tax position would be sustained upon examination by a taxing authority. The amount to be recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The Corporation’s unrecognized tax benefits are recorded in other liabilities, on the consolidated balance sheets.

The Corporation records interest accrued in relation to unrecognized tax benefits as income tax expense. Penalties, if incurred, are recorded as operating expenses in the consolidated statements of earnings.

Sales Taxes. Sales taxes collected from customers are recorded as liabilities until remitted to taxing authorities and therefore are not reflected in the consolidated statements of earnings.

Research and Development Costs. Research and development costs are charged to operations as incurred.

Start-Up Costs. Noncapital start-up costs for new facilities and products are charged to operations as incurred.

Warranties. The Corporation’s construction contracts contain warranty provisions covering defects in equipment,

 

 

Martin Marietta  |  Page 20


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

materials, design or workmanship that generally run from nine months to one year after project completion. Because of the nature of its projects, including contract owner inspections of the work both during construction and prior to acceptance, the Corporation has not experienced material warranty costs for these short-term warranties and therefore does not believe an accrual for these costs is necessary. Certain construction contracts carry longer warranty periods, ranging from two to ten years, for which the Corporation has accrued an estimate of warranty cost based on experience with the type of work and any known risks relative to the project. These costs were not material to the Corporation’s consolidated results of operations for the years ended December 31, 2015, 2014 and 2013.

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Loss. Consolidated comprehensive earnings for the Corporation consist of consolidated net earnings, adjustments for the funded status of pension and postretirement benefit plans, foreign currency translation adjustments and the amortization of the value of terminated forward starting interest rate swap agreements into interest expense, and are presented in the Corporation’s consolidated statements of comprehensive earnings.

Accumulated other comprehensive loss consists of unrealized gains and losses related to the funded status of the pension and postretirement benefit plans, foreign currency translation and the unamortized value of terminated forward starting interest rate swap agreements, and is presented on the Corporation’s consolidated balance sheets.

 

 

The components of the changes in accumulated other comprehensive loss and related cumulative noncurrent deferred tax assets are as follows:

 

        Pension and
Postretirement
Benefit Plans
    Foreign
Currency
    Unamortized
Value of
Terminated
Forward
Starting Interest
Rate Swap
    Total  

years ended December 31

(add 000)

       2015  

Accumulated other comprehensive (loss) earnings at beginning of period

  $     (106,688   $ 3,278      $ (2,749   $     (106,159

Other comprehensive loss before reclassifications, net of tax

      (7,116     (3,542            (10,658

Amounts reclassified from accumulated other comprehensive loss, net of tax

      10,424               771        11,195   

Other comprehensive earnings (loss), net of tax

      3,308        (3,542     771        537   

Accumulated other comprehensive loss at end of period

  $     (103,380   $ (264   $ (1,978   $ (105,622

Cumulative noncurrent deferred tax assets at end of period

  $     66,467      $      $ 1,290      $ 67,757   
          2014  

Accumulated other comprehensive (loss) earnings at beginning of period

  $     (44,549   $ 3,902      $ (3,467   $ (44,114

Other comprehensive loss before reclassifications, net of tax

      (62,726     (624            (63,350

Amounts reclassified from accumulated other comprehensive loss, net of tax

      587               718        1,305   

Other comprehensive (loss) earnings, net of tax

      (62,139     (624     718        (62,045

Accumulated other comprehensive (loss) earnings at end of period

  $     (106,688   $ 3,278      $ (2,749   $ (106,159

Cumulative noncurrent deferred tax assets at end of period

  $     68,568      $      $ 1,799      $ 70,367   
          2013  

Accumulated other comprehensive (loss) earnings at beginning of period

  $     (108,189   $ 6,157      $ (4,137   $ (106,169

Other comprehensive earnings (loss) before reclassifications, net of tax

      55,403        (2,255            53,148   

Amounts reclassified from accumulated other comprehensive loss, net of tax

      8,237               670        8,907   

Other comprehensive earnings (loss), net of tax

      63,640        (2,255     670        62,055   

Accumulated other comprehensive (loss) earnings at end of period

  $     (44,549   $ 3,902      $ (3,467   $ (44,114

Cumulative noncurrent deferred tax assets at end of period

  $     29,198      $      $ 2,269      $     31,467   

 

Martin Marietta  |  Page 21


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Reclassifications out of accumulated other comprehensive loss are as follows:

 

years ended December 31

(add 000)

   2015     2014     2013    

Affected line items in the

consolidated statements of earnings

Pension and postretirement benefit plans

        

Special plan termination benefit

   $ 2,085      $      $     

Settlement charge

                   729     

Amortization of:

        

Prior service credit

     (1,880     (2,810     (2,807   Cost of sales; Selling, general & administrative expenses

Actuarial loss

     16,850        3,779        15,704      Taxes on income
     17,055        969        13,626     

Tax effect

     (6,631     (382     (5,389  

Total

   $ 10,424      $ 587      $ 8,237     

Unamortized value of terminated forward starting interest rate swap

         Interest expense

Taxes on income

Additional interest expense

   $ 1,280      $ 1,188      $ 1,108     

Tax effect

     (509     (470     (438  

Total

   $ 771      $ 718      $ 670     

 

Earnings Per Common Share. The Corporation computes earnings per share (“EPS”) pursuant to the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. The Corporation pays non-forfeitable dividend equivalents during the vesting period on its restricted stock awards and incentive stock awards, which results in these being considered participating securities.

The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta, reduced by dividends and undistributed earnings attributable to the Corporation’s unvested restricted stock awards and incentive stock awards. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards issued to employees and nonemployee members of the Corporation’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive.

The following table reconciles the numerator and denominator for basic and diluted earnings per common share:

 

years ended December 31

(add 000)

   2015      2014     2013  

Net earnings from continuing operations attributable to Martin Marietta

   $ 288,792       $ 155,638      $ 122,086   

Less: Distributed and undistributed earnings attributable to unvested awards

     1,252         647        513   

Basic and diluted net earnings attributable to common shareholders from continuing operations attributable to Martin Marietta

     287,540         154,991        121,573   

Basic and diluted net loss attributable to common shareholders from discontinued operations

             (37     (749

Basic and diluted net earnings attributable to common shareholders attributable to Martin Marietta

   $ 287,540       $ 154,954      $ 120,824   

Basic weighted-average common shares outstanding

     66,770         56,854        46,164   

Effect of dilutive employee and director awards

     250         234        121   

Diluted weighted-average common shares outstanding

     67,020         57,088        46,285   
 

 

Martin Marietta  |  Page 22


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Reclassifications. Effective January 1, 2014, the Corporation reorganized the operations and management reporting structure of the Aggregates business, resulting in a change to the reportable segments. Segment information for 2013 has been reclassified to conform to the presentation of the current reportable segments.

Note B: Goodwill and Intangible Assets

The following table shows the changes in goodwill by reportable segment and in total:

 

     Mid-
America
    Southeast      West                
December 31    Group     Group      Group     Cement     Total  
(add 000)                   2015                

Balance at beginning of period

   $ 282,117      $ 50,346       $ 852,436      $ 883,900      $ 2,068,799   

Acquisitions

                    8,464               8,464   

Adjustments to purchase price allocations

                    15,538        (18,634     (3,096

Divestitures

     (714             (5,218            (5,932

Balance at end of period

   $ 281,403      $ 50,346       $ 871,220      $ 865,266      $ 2,068,235   
                     2014                

Balance at beginning of period

   $ 263,967      $ 50,346       $ 302,308      $      $ 616,621   

Division reorganization

     18,150                (18,150              

Acquisitions

                    600,372        883,900        1,484,272   

Divestitures

                    (32,094            (32,094

Balance at end of period

   $ 282,117      $ 50,346       $ 852,436      $ 883,900      $ 2,068,799   

Intangible assets subject to amortization consist of the following:

 

     Gross      Accumulated     Net  
December 31    Amount      Amortization     Balance  
(add 000)            2015         

Noncompetition agreements

   $ 6,274       $ (6,069   $ 205   

Customer relationships

     35,805         (10,448     25,357   

Operating permits

     450,419         (12,294     438,125   

Use rights and other

     16,746         (8,030     8,716   

Trade names

     12,800         (3,408     9,392   

Total

   $ 522,044       $ (40,249   $ 481,795   
              2014         

Noncompetition agreements

   $ 6,274       $ (5,971   $ 303   

Customer relationships

     36,610         (7,654     28,956   

Operating permits

     498,462         (5,575     492,887   

Use rights and other

     15,385         (6,940     8,445   

Trade names

     12,800         (1,143     11,657   

Total

   $ 569,531       $ (27,283   $ 542,248   

Intangible assets deemed to have an indefinite life and not being amortized consist of the following:

 

December 31    Aggregates
Business
     Cement      Magnesia
Specialties
     Total  
(add 000)    2015  

Operating permits

   $ 6,600       $       $       $ 6,600   

Use rights

     10,175         9,137                 19,312   

Trade names

             280         2,565         2,845   

Total

   $ 16,775       $ 9,417       $ 2,565       $ 28,757   
      2014  

Operating permits

   $ 6,600       $       $       $ 6,600   

Use rights

     9,975         19,437                 29,412   

Trade names

             14,380         2,565         16,945   

Total

   $ 16,575       $  33,817       $   2,565       $   52,957   

During 2015, the Corporation acquired $2,953,000 of intangibles, consisting of the following:

 

(add 000, except year data)    Amount      Weighted-average
amortization period
 

Subject to amortization:

     

Customer relationships

   $ 375         13.3 years   

Operating permits

     1,017         26.5 years   

Use rights and other

     1,361         22.1 years   
     2,753         22.5 years   

Not subject to amortization:

     

Use rights

     200         N/A      

Total

   $ 2,953      

Use rights include, but are not limited to, water rights, subleases and proprietary information.

Total amortization expense for intangible assets for the years ended December 31, 2015, 2014 and 2013 was $13,962,000, $9,311,000 and $3,587,000, respectively.

The estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:

 

(add 000)        

2016

   $ 13,431   

2017

     13,345   

2018

     12,557   

2019

     11,665   

2020

     11,630   

Thereafter

     419,167   

Total

   $   481,795   
 

 

Martin Marietta  |  Page 23


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Note C: Business Combinations and Dispositions

Business Combinations. The Corporation acquired Texas Industries, Inc. (“TXI”) on July 1, 2014. Total revenues and earnings from operations included in the consolidated statements of earnings attributable to TXI were $941,499,000 and $70,121,000, respectively, for the year ended December 31, 2015 and $539,061,000 and $42,239,000, respectively, for the period July 1, 2014 through December 31, 2014.

Acquisition and integration expenses associated with TXI were $6,762,000 and $90,487,000 for the years ended December 31, 2015 and December 31, 2014, respectively.

Unaudited Pro Forma Financial Information. The pro forma financial information in the table below summarizes the combined consolidated results of operations for the Corporation and TXI as though the companies were combined as of January 1, 2013. Transactions between Martin Marietta and TXI during the periods presented in the pro forma financial statements have been eliminated as if Martin Marietta and TXI were consolidated affiliates during the periods.

The unaudited pro forma financial information for the year ended December 31, 2014 includes TXI’s historical operating results for the six months ended May 31, 2014 (due to a difference in TXI’s historical reporting periods) and the results of operations for the TXI locations from July 1, 2014, the acquisition date, to December 31, 2014. The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2013.

 

year ended December 31

(add 000)

   2014  

Net Sales

   $         3,088,642   

Earnings from continuing operations attributable to controlling interests

   $ 171,822   

Disposition of Assets. On September 30, 2015, the Corporation divested its California cement operations, which were reported in the Cement segment. These operations were not in close proximity to other core assets of the Corporation 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. In accordance with the asset purchase agreement, the liabilities assumed by the purchaser included asset retirement obligations. The Corporation received proceeds of $420,000,000 and recognized a loss of $24,214,000 on the sale, inclusive of transaction-related accruals. The Corporation also recognized other disposal-related expenses of $4,849,000. The loss and related expenses are included in other operating expenses, net, in the consolidated statement of earnings.

Note D: Accounts Receivable, Net

 

December 31

(add 000)

   2015     2014  

Customer receivables

   $ 408,551      $ 418,016   

Other current receivables

     9,310        7,062   
     417,861        425,078   

Less allowances

     (6,940     (4,077

Total

   $   410,921      $   421,001   

Of the total accounts receivable, net, balances, $3,794,000 and $3,765,000 at December 31, 2015 and 2014, respectively, were due from unconsolidated affiliates.

Note E: Inventories, Net

 

December 31

(add 000)

   2015     2014  

Finished products

   $ 433,649      $ 413,766   

Products in process and raw materials

     55,194        65,250   

Supplies and expendable parts

     110,882        125,092   
     599,725        604,108   

Less allowances

     (130,584     (119,189

Total

   $ 469,141      $ 484,919   

Note F: Property, Plant and Equipment, Net

 

December 31

(add 000)

   2015     2014  

Land and land improvements

   $ 865,700      $ 849,704   

Mineral reserves and interests

     1,001,295        990,438   

Buildings

     144,076        157,233   

Machinery and equipment

     3,473,826        3,568,342   

Construction in progress

     128,301        125,959   
     5,613,198        5,691,676   

Less allowances for depreciation, depletion and amortization

     (2,457,198     (2,288,906

Total

   $ 3,156,000      $ 3,402,770   
 

 

Martin Marietta  |  Page 24


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The gross asset value and related allowance for amortization for machinery and equipment recorded under capital leases at December 31 were as follows:

 

(add 000)    2015     2014  

Machinery and equipment under capital leases

   $ 19,379      $ 25,775   

Less allowance for amortization

     (5,102     (2,808

Total

   $     14,277      $     22,967   

Depreciation, depletion and amortization expense related to property, plant and equipment was $246,874,000, $211,242,000 and $168,333,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Depreciation, depletion and amortization expense for 2015 and 2014 includes amortization of machinery and equipment under capital leases.

Interest cost of $5,832,000, $8,033,000 and $1,792,000 was capitalized during 2015, 2014 and 2013, respectively.

At December 31, 2015 and 2014, $58,937,000 and $68,340,000, respectively, of the Aggregates business’ net property, plant and equipment were located in foreign countries, namely the Bahamas and Canada.

Note G: Long-Term Debt

 

December 31

(add 000)

   2015     2014  

6.6% Senior Notes, due 2018

   $ 299,368      $ 299,123   

7% Debentures, due 2025

     124,532        124,500   

6.25% Senior Notes, due 2037

     228,223        228,184   

4.25% Senior Notes, due 2024

     395,717        395,309   

Floating Rate Notes, due 2017, interest rate of 1.71% and 1.33% at December 31, 2015 and 2014, respectively

     299,318        298,869   

Term Loan Facility, due 2018, interest rate of 1.86% and 1.67% at December 31, 2015 and 2014, respectively

     224,075        236,258   

Other notes

     1,662        3,152   

Total

     1,572,895        1,585,395   

Less current maturities

     (19,246     (14,336

Long-term debt

   $   1,553,649      $   1,571,059   

The Corporation’s 6.6% Senior Notes due 2018, 7% Debentures due 2025, 6.25% Senior Notes due 2037, 4.25% Senior Notes due 2024 and Floating Rate Notes due 2017 (collectively, the “Senior Notes”) are senior unsecured obligations of the Corporation, ranking equal in right of payment with the Corporation’s existing and future unsubordinated indebtedness. Upon a change of control repurchase event and a resulting below-investment-grade credit rating, the Corporation

would be required to make an offer to repurchase all outstanding Senior Notes, with the exception of the 7% Debentures due 2025, at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the purchase date.

All Senior Notes and Debentures are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. Senior Notes are redeemable prior to their respective maturity dates. The principal amount, effective interest rate and maturity date for the Corporation’s Senior Notes and Debentures are as follows:

 

     Principal
Amount
(add 000)
    Effective
Interest Rate
 

Maturity

Date

6.6% Senior Notes

  $ 300,000      6.81%   April 15, 2018

7% Debentures

  $ 125,000      7.12%   December 1, 2025

6.25% Senior Notes

  $ 230,000      6.45%   May 1, 2037

4.25% Senior Notes

  $ 400,000      4.25%   July 2, 2024

Floating Rate Notes

  $ 300,000      LIBOR+1.10%   June 30, 2017

Borrowings under the Senior Unsecured Credit Facilities bear interest, at the Corporation’s option, at rates based upon the London Interbank Offered Rate (“LIBOR”) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid.

In connection with the issuance of its $300,000,000 Floating Rate Senior Notes due 2017 (the “Floating Rate Notes”) and its $400,000,000 4.25% Senior Notes due 2024 (the “4.25% Senior Notes” and together with the Floating Rate Notes, the “Notes”), the Corporation entered into an indenture, between the Corporation and Regions Bank, as trustee, and a Registration Rights Agreement, among the Corporation, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule I to the purchase agreement. The Floating Rate Notes bear interest at a rate equal to the three-month LIBOR plus 1.10% and may not be redeemed prior to maturity. The 4.25% Senior Notes may be redeemed in whole or in part prior to their maturity at a make-whole redemption price.

The Corporation has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., Branch Banking and Trust Company (“BB&T”) and SunTrust Bank, as Co-Syndication Agents, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement provides a $250,000,000 senior unsecured term

 

 

Martin Marietta  |  Page 25


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

loan (the “Term Loan Facility”) and a $350,000,000 five-year senior unsecured revolving facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Senior Unsecured Credit Facilities”). The Senior Unsecured Credit Facilities are syndicated with the following banks:

 

Lender

(add 000)

  Revolving
Facility
Commitment
  Term Loan
Facility
Commitment

JPMorgan Chase Bank, N.A.

    $ 46,667       $ 33,333  

Wells Fargo Bank, N.A.

      46,667         33,333  

BB&T

      46,667         33,333  

SunTrust Bank

      46,667         33,333  

Deutsche Bank AG New York Branch

      46,667         33,333  

PNC Bank, National Association

      29,167         20,833  

Regions Bank

      29,167         20,833  

The Northern Trust Company

      29,167         20,833  

Comerica Bank

      14,582         10,418  

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

      14,582         10,418  

Total

    $   350,000       $     250,000  

The Corporation’s Credit Agreement requires the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”), as defined, for the trailing-twelve months (the “Ratio”) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its rating on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s as a result of the acquisition, and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if no amounts are outstanding under both the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Corporation is a co-borrower (see Note N), may be reduced by the Corporation’s unrestricted cash and cash equivalents in excess of $50,000,000, such reduction not to exceed $200,000,000, for purposes of the covenant calculation. The Corporation was in compliance with this Ratio at December 31, 2015.

In 2014, the Corporation amended the Credit Agreement to ensure the impact of the business combination with TXI did not impair liquidity available under the Term Loan Facility and the Revolving Facility. The amendment adjusted consolidated EBITDA, as defined, to add back fees, costs or expenses relating to the TXI business combination incurred on or prior to the closing

of the combination not to exceed $95,000,000; any integration or similar costs or expenses related to the TXI business combination incurred in any period prior to the second anniversary of the closing of the TXI business combination not to exceed $70,000,000; and any make-whole fees incurred in connection with the redemption of TXI’s 9.25% senior notes due 2020.

Under the Term Loan Facility, the Corporation made required quarterly principal payments equal to 1.25% of the original principal balance during 2015 and is required to make quarterly principal payments equal to 1.875% of the remaining principal balance during the remaining years, with the remaining outstanding principal, together with interest accrued thereon, due in full on November 29, 2018.

The Revolving Facility expires on November 29, 2018, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Corporation under the Revolving Facility. At December 31, 2015 and 2014, the Corporation had $2,507,000 of outstanding letters of credit issued under the Revolving Facility. The Corporation paid the bank group an upfront loan commitment fee that is being amortized over the life of the Revolving Facility. The Revolving Facility includes an annual facility fee.

The Corporation, through a wholly-owned special-purpose subsidiary, has a $250,000,000 trade receivable securitization facility (the “Trade Receivable Facility”), which matures on September 30, 2016. The Trade Receivable Facility, with SunTrust Bank, Regions Bank, PNC Bank, National Association and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined, of $364,419,000 and $369,575,000 at December 31, 2015 and 2014, respectively. These receivables are originated by the Corporation and then sold to the special-purpose subsidiary wholly-owned by the Corporation. Borrowings under the Trade Receivable Facility bear interest at a rate equal to one-month LIBOR plus 0.7% and are limited to the lesser of the facility limit or the borrowing base, as defined, of $282,258,000 and $313,428,000 at December 31, 2015 and 2014, respectively. The Corporation continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary.

 

 

Martin Marietta  |  Page 26


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation’s long-term debt maturities for the five years following December 31, 2015, and thereafter are:

 

(add 000)        

2016

   $ 19,246   

2017

     318,028   

2018

     486,843   

2019

     90   

2020

     60   

Thereafter

     748,628   

Total

   $   1,572,895   

The Corporation has a $5,000,000 short-term line of credit. No amounts were outstanding under this line of credit at December 31, 2015 or 2014.

Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements. For the years ended December 31, 2015, 2014 and 2013, the Corporation recognized $1,280,000, $1,188,000 and $1,108,000, respectively, as additional interest expense. The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase annual interest expense by approximately $1,400,000 until the maturity of the 6.6% Senior Notes in 2018.

Note H: Financial Instruments

The Corporation’s financial instruments include temporary cash investments, accounts receivable, notes receivable, bank overdraft, accounts payable, publicly-registered long-term notes, debentures and other long-term debt.

Temporary cash investments are placed primarily in money market funds and money market demand deposit accounts with the following financial institutions: BB&T, Comerica Bank and Regions Bank. The Corporation’s cash equivalents have maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.

Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, accounts receivable are more heavily concentrated in certain states, namely Texas, Colorado, North Carolina, Iowa and Georgia. The estimated fair values of accounts receivable approximate their carrying amounts.

Notes receivable are primarily promissory notes with customers and are not publicly traded. Management estimates that the fair value of notes receivable approximates its carrying amount.

The bank overdraft represents amounts to be funded to financial institutions for checks that have cleared the bank. The estimated fair value of the bank overdraft approximates its carrying value.

Accounts payable represent amounts owed to suppliers and vendors. The estimated fair value of accounts payable approximates its carrying amount due to the short-term nature of the payables.

The carrying values and fair values of the Corporation’s long-term debt were $1,572,895,000 and $1,625,193,000, respectively, at December 31, 2015 and $1,585,395,000 and $1,680,584,000, respectively, at December 31, 2014. The estimated fair value of the Corporation’s publicly-registered long-term debt was estimated based on Level 2 of the fair value hierarchy using quoted market prices. The estimated fair values of other borrowings, which primarily represent variable-rate debt, approximate their carrying amounts as the interest rates reset periodically.

Note I: Income Taxes

The components of the Corporation’s tax expense (benefit) on income from continuing operations are as follows:

 

years ended December 31

(add 000)

   2015     2014     2013  

Federal income taxes:

      

  Current

   $ 20,627      $ 35,313      $ 30,856   

  Deferred

     85,295        46,616        8,399   

  Total federal income taxes

     105,922        81,929        39,255   

State income taxes:

      

  Current

     18,153        10,307        3,201   

  Deferred

     930        3,376        478   

  Total state income taxes

     19,083        13,683        3,679   

Foreign income taxes:

      

  Current

     99        1,262        972   

  Deferred

     (241     (2,027     139   

  Total foreign income taxes

     (142     (765     1,111   

Total taxes on income

   $ 124,863      $ 94,847      $ 44,045   

The increase in federal deferred tax expense in 2015 and 2014 is attributable to the utilization of net operating loss (“NOL”) carryforwards acquired in the acquisition of TXI to the extent allowed. For the years ended December 31, 2015 and 2014, the benefit related to the utilization of federal NOL carryforwards, reflected in current tax expense, was $156,554,000 and $16,940,000, respectively.

 

 

Martin Marietta  |  Page 27


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

For the year ended December 31, 2015, the realized tax benefit for stock-based compensation transactions was $871,000 less than the amounts estimated during the vesting periods, resulting in a decrease in the pool of excess tax credits. For the years ended December 31, 2014 and 2013, excess tax benefits attributable to stock-based compensation transactions that were recorded to shareholders’ equity amounted to $2,508,000 and $2,368,000, respectively.

For the years ended December 31, 2015, 2014 and 2013, foreign pretax loss was $1,175,000, $10,557,000 and $10,277,000, respectively. In 2014, current foreign tax expense primarily related to unrecognized tax benefits for tax positions taken in prior years and the deferred foreign tax benefit primarily related to the true-up of deferred tax liabilities. In 2013, current foreign tax expense was primarily attributable to the settlement of the Canadian Advance Pricing Agreement (“APA”). The tax effect of currency translations included in foreign taxes was immaterial.

The Corporation’s effective income tax rate on continuing operations varied from the statutory United States income tax rate because of the following permanent tax differences:

 

years ended December 31    2015   2014   2013

Statutory tax rate

   35.0%   35.0%   35.0%

(Reduction) increase resulting from:

      

Effect of statutory depletion

   (7.8)   (9.6)   (12.0)

State income taxes

   3.0   3.6   1.5

Domestic production deduction

   (0.1)   (0.9)   (2.1)

Transfer pricing

     (0.2)   0.9

Goodwill write off

   0.4   3.9  

Foreign tax rate differential

     1.3   2.1

Disallowed compensation

   0.2   3.7   0.3

Purchase accounting transaction costs

     2.4  

Other items

   (0.5)   (1.1)   1.1

Effective income tax rate

   30.2%   38.1%   26.8%

For income tax purposes, the statutory depletion deduction is calculated as a percentage of sales, subject to certain limitations. Due to these limitations, the impact of changes in the sales volumes and earnings may not proportionately affect the Corporation’s statutory depletion deduction and the corresponding impact on the effective income tax rate on continuing operations.

The Corporation is entitled to receive a 9% tax deduction related to income from domestic (i.e., United States) production activities. The deduction reduced income tax expense and increased consolidated net earnings by $222,000, or

less than $0.01 per diluted share, in 2015, $3,239,000, or $0.05 per diluted share, in 2014, and $3,979,000, or $0.09 per diluted share, in 2013.

In 2015 and 2014, the Corporation wrote off goodwill not deductible for income tax purposes as part of the sale of certain operations. In addition, the Corporation incurred certain compensation and transaction expenses in 2014 in connection with the TXI acquisition that are not deductible for income tax purposes, which increased the effective income tax rate.

The principal components of the Corporation’s deferred tax assets and liabilities are as follows:

 

December 31    Deferred
Assets (Liabilities)
 
(add 000)    2015     2014  

Deferred tax assets related to:

    

Employee benefits

   $ 56,302      $ 74,288   

Inventories

     75,907        64,484   

Valuation and other reserves

     42,857        48,278   

Net operating loss carryforwards

     11,448        171,781   

Accumulated other comprehensive loss

     67,757        70,367   

Alternative Minimum Tax credit carryforward

     48,197        28,809   

Gross deferred tax assets

     302,468        458,007   

Valuation allowance on deferred tax assets

     (8,967     (6,133

Total net deferred tax assets

     293,501        451,874   

Deferred tax liabilities related to:

    

Property, plant and equipment

     (593,767     (638,730

Goodwill and other intangibles

     (266,436     (288,471

Other items, net

     (16,757     (14,618

Total deferred tax liabilities

     (876,960     (941,819

Net deferred tax liability

   $ (583,459   $ (489,945

The increase in the net deferred tax liability is primarily a result of the utilization of deferred tax assets related to net operating loss carryforwards, offset by the recognition of deferred tax liabilities resulting from the sale of the California cement operations.

Deferred tax assets for employee benefits result from the temporary differences between the deductions for pension and postretirement obligations and stock-based compensation transactions. For financial reporting purposes, such amounts are expensed based on authoritative accounting guidance. For income tax purposes, amounts related to pension and postretirement obligations are deductible as funded. Amounts related to stock-based compensation transactions are deductible for income tax purposes upon vesting or exercise of the under-

 

 

Martin Marietta  |  Page 28


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

lying award. Deferred tax assets are carried on stock options with exercise prices in excess of the Corporation’s stock price at December 31, 2015. If these options expire without being exercised, the deferred tax assets are written off by reducing the pool of excess tax benefits to the extent available and expensing any excess.

The Corporation had domestic federal and state net operating loss carryforwards of $273,251,000 (federal $33,863,000; state $239,388,000) and $710,163,000 (federal $465,467,000; state $244,696,000) at December 31, 2015 and 2014, respectively. These carryforwards have various expiration dates through 2035. At December 31, 2015 and 2014, deferred tax assets associated with these carryforwards were $11,448,000 and $171,781,000, respectively, net of unrecognized tax benefits, for which valuation allowances of $8,690,000 and $5,084,000, respectively, were recorded. The Corporation recorded a $3,714,000 valuation reserve in 2015 for certain state net operating loss carryforwards, which was driven by the sale of the California cement operations. The Corporation also had domestic tax credit carryforwards of $3,179,000 and $3,682,000 at December 31, 2015 and 2014, respectively, for which valuation allowances were recorded in the amount of $277,000 and $1,049,000 at December 31, 2015 and 2014, respectively. Federal tax credit carryforwards recorded at December 31, 2015 will begin to expire in 2025. State tax credit carryforwards recorded at December 31, 2015 expire in 2018. At December 31, 2015, the Corporation also had Alternative Minimum Tax (“AMT”) credit carryforwards of $48,197,000, which do not expire.

Deferred tax liabilities for property, plant and equipment result from accelerated depreciation methods being used for income tax purposes as compared with the straight-line method for financial reporting purposes.

Deferred tax liabilities related to goodwill and other intangibles reflect the cessation of goodwill amortization for financial reporting purposes, while amortization continues for income tax purposes. No deferred tax liabilities were recorded on goodwill acquired in the TXI acquisition.

The Corporation provides deferred taxes, as required, on the undistributed net earnings of all non-U.S. subsidiaries for which the indefinite reversal criterion has not been met. The Corporation expects to reinvest permanently the earnings from its wholly-owned Canadian subsidiary and accordingly, has not provided deferred taxes on the subsidiary’s undistributed

net earnings. The Canadian subsidiary’s undistributed net earnings are estimated to be $32,284,000 for the year ended December 31, 2015. The unrecognized deferred tax liability for temporary differences related to the investment in the wholly-owned Canadian subsidiary is estimated to be $1,815,000 for the year ended December 31, 2015.

The following table summarizes the Corporation’s unrecognized tax benefits, excluding interest and correlative effects:

 

years ended December 31

(add 000)

   2015     2014     2013  

Unrecognized tax benefits at beginning of year

   $  21,107      $  11,826      $  15,380   

Gross increases – tax positions in prior years

     3,079        2,075        9,845   

Gross decreases – tax positions in prior years

     (3,512     (203     (5,121

Gross increases – tax positions in current year

     4,978        3,369        2,540   

Gross decreases – tax positions in current year

     (594     (51     (529

Settlements with taxing authorities

                   (8,599

Lapse of statute of limitations

     (6,331     (1,872     (1,690

Unrecognized tax benefits assumed with acquisition

            5,963          

Unrecognized tax benefits at end of year

   $ 18,727      $ 21,107      $ 11,826   

For the year ended December 31, 2014, the unrecognized tax benefits assumed with acquisition included positions acquired in the acquisition of TXI. For the year ended December 31, 2013, settlements with taxing authorities related to the Canadian APA settlement.

At December 31, 2015, 2014 and 2013, unrecognized tax benefits of $7,975,000, $9,362,000 and $6,301,000, respectively, related to interest accruals and permanent income tax differences net of federal tax benefits, would have favorably affected the Corporation’s effective income tax rate if recognized.

Unrecognized tax benefits are reversed as a discrete event if an examination of applicable tax returns is not begun by a federal or state tax authority within the statute of limitations or upon effective settlement with federal or state tax authorities. Management believes its accrual for unrecognized tax benefits is sufficient to cover uncertain tax positions reviewed during audits by taxing authorities. The Corporation anticipates that it is reasonably possible that its unrecognized tax benefits may decrease up to $1,455,000,

 

 

Martin Marietta  |  Page 29


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

excluding indirect benefits, during the twelve months ending December 31, 2016 due to the expiration of the statute of limitations for the 2011 and 2012 tax years.

For the years ended December 31, 2015, 2014 and 2013, $2,364,000 or $0.04 per diluted share, $687,000 or $0.01 per diluted share, and $1,368,000 or $0.03 per diluted share, respectively, were reversed into income upon the statute of limitations expiration for the 2009, 2010 and 2011 tax years.

The Corporation’s open tax years subject to federal, state or foreign examinations are 2011 through 2015.

Note J: Retirement Plans, Postretirement and Postemployment Benefits

The Corporation sponsors defined benefit retirement plans that cover substantially all employees. Additionally, the Corporation provides other postretirement benefits for certain employees, including medical benefits for retirees and their spouses and retiree life insurance. The Corporation also provides certain benefits, such as disability benefits, to former or inactive employees after employment but before retirement.

In connection with the TXI acquisition in 2014, the Corporation assumed three defined benefit plans, including two pension plans and a postretirement health benefit plan. The assets and obligations associated with these plans are reflected in the assets and obligations as of December 31, 2015 and 2014, in the tables below.

The measurement date for the Corporation’s defined benefit plans, postretirement benefit plans and postemployment benefit plans is December 31.

Defined Benefit Retirement Plans. Retirement plan assets invested in listed stocks, bonds, hedge funds, real estate and cash equivalents. Defined retirement benefits for salaried employees are based on each employee’s years of service and average compensation for a specified period of time before retirement. Defined retirement benefits for hourly employees are generally stated amounts for specified periods of service.

The Corporation sponsors a Supplemental Excess Retirement Plan (“SERP”) that generally provides for the payment of retirement benefits in excess of allowable Internal Revenue

Code limits. The SERP generally provides for a lump-sum payment of vested benefits. When these benefit payments exceed the sum of the service and interest costs for the SERP during a year, the Corporation recognizes a pro-rata portion of the SERP’s unrecognized actuarial loss as settlement expense.

The net periodic retirement benefit cost of defined benefit plans includes the following components:

 

years ended December 31

(add 000)

   2015     2014     2013  

Components of net periodic benefit cost:

      

Service cost

   $ 23,001      $ 17,125      $ 16,121   

Interest cost

     33,151        28,935        23,016   

Expected return on assets

     (36,385     (32,661     (26,660

Amortization of:

      

Prior service cost

     422        445        449   

Actuarial loss

     17,159        4,045        15,679   

Transition asset

     (1     (1     (1

Settlement charge

                   729   

Termination benefit charge

     2,085        13,652          

Net periodic benefit cost

   $ 39,432      $ 31,540      $ 29,333   

The expected return on assets is based on the fair value of the plan assets. The termination benefit charge represents the increased benefits payable to former TXI executives as part of their change-in-control agreements.

The Corporation recognized the following amounts in consolidated comprehensive earnings:

 

years ended December 31

(add 000)

   2015     2014     2013  

Actuarial loss (gain)

   $ 9,916      $ 105,546      $ (90,755

Amortization of:

      

Prior service cost

     (422     (445     (449

Actuarial loss

     (17,159     (4,045     (15,679

Transition asset

     1        1        1   

Special plan termination benefits

     (2,085              

Settlement charge

                   (729

Net prior service cost

     2,338                 

Total

   $ (7,411   $ 101,057      $ (107,611

Accumulated other comprehensive loss includes the following amounts that have not yet been recognized in net periodic benefit cost:

 

December 31    2015     2014  
(add 000)    Gross     Net of tax     Gross     Net of tax  

Prior service cost

   $ 1,028      $ 628      $ 1,197      $ 729   

Actuarial loss

     178,770        108,874        186,013        113,288   

Transition asset

     (8     (5     (9     (5

Total

   $ 179,790      $ 109,497      $ 187,201      $ 114,012   
 

 

Martin Marietta  |  Page 30


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The prior service cost, actuarial loss and transition asset expected to be recognized in net periodic benefit cost during 2016 are $350,000 (net of deferred taxes of $136,000), $11,318,000 (net of deferred taxes of $4,403,000) and $1,000, respectively. These amounts are included in accumulated other comprehensive loss at December 31, 2015.

The defined benefit plans’ change in projected benefit obligation is as follows:

 

years ended December 31

(add 000)

   2015     2014  

Change in projected benefit obligation:

    

Net projected benefit obligation at beginning of year

   $ 753,975      $ 496,040   

Service cost

     23,001        17,125   

Interest cost

     33,151        28,935   

Actuarial (gain) loss

     (27,119     99,071   

Gross benefits paid

     (30,803     (23,489

Acquisitions

            122,641   

Nonrecurring termination benefit

     2,338        13,652   

Net projected benefit obligation at end of year

   $  754,543      $  753,975   

The Corporation’s change in plan assets, funded status and amounts recognized on the Corporation’s consolidated balance sheets are as follows:

 

years ended December 31             
(add 000)    2015     2014  

Change in plan assets:

    

Fair value of plan assets at beginning of year

   $ 524,042      $ 443,973   

Actual return on plan assets, net

     (651     26,186   

Employer contributions

     53,924        25,654   

Gross benefits paid

     (30,803     (23,489

Acquisitions

            51,718   

Fair value of plan assets at end of year

   $ 546,512      $ 524,042   
years ended December 31             
(add 000)    2015     2014  

Funded status of the plan at end of year

   $ (208,031   $ (229,933

Accrued benefit cost

   $ (208,031   $ (229,933
years ended December 31             
(add 000)    2015     2014  

Amounts recognized on consolidated balance sheets consist of:

    

Current liability

   $ (6,048   $ (4,183

Noncurrent liability

     (201,983     (225,750

Net amount recognized at end of year

   $ (208,031   $ (229,933

The accumulated benefit obligation for all defined benefit pension plans was $688,017,000 and $684,647,000 at December 31, 2015 and 2014, respectively.

Benefit obligations and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets are as follows:

 

December 31              
(add 000)    2015      2014  

Projected benefit obligation

   $  754,543       $ 753,975   

Accumulated benefit obligation

   $  688,017       $ 684,647   

Fair value of plan assets

   $  546,512       $ 524,042   

Weighted-average assumptions used to determine benefit obligations as of December 31 are:

 

      2015     2014  

Discount rate

     4.67     4.25

Rate of increase in future compensation levels

     4.50     4.50

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31 are:

 

      2015     2014     2013  

Discount rate

     4.25     5.17     4.24

Rate of increase in future compensation levels

     4.50     5.00     5.00

Expected long-term rate of return on assets

     7.00     7.00     7.00

The expected long-term rate of return on assets is based on a building-block approach, whereby the components are weighted based on the allocation of pension plan assets.

For 2015 and 2014, the Corporation estimated the remaining lives of participants in the pension plans using the RP-2014 Mortality Table. The no-collar table was used for salaried participants and the blue-collar table, reflecting the experience of the Corporation’s participants, was used for hourly participants.

The target allocation for 2015 and the actual pension plan asset allocation by asset class are as follows:

 

     Percentage of Plan Assets  
     2015     December 31  
Asset Class    Target
Allocation
    2015     2014    

Equity securities

     54     55     59 %   

Debt securities

     30     31     29 %   

Hedge funds

     8     7     4 %   

Real estate

     8     7     7 %   

Cash

     0     0     1 %   

Total

     100     100     100 %   
 

 

Martin Marietta  |  Page 31


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation’s investment strategy is for approximately 50% of equity securities to be invested in mid-sized to large capitalization U.S. funds with the remaining to be invested in small capitalization, emerging markets and international funds. Debt securities, or fixed income investments, are invested in funds benchmarked to the Barclays U.S. Aggregate Bond Index.

The fair values of pension plan assets by asset class and fair value hierarchy level are as follows:

 

December 31

(add 000)

  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
    Significant
Observable
Inputs
(Level 2)
   

Significant

Unobservable
Inputs

(Level 3)

   

Total

Fair
Value

 
  2015  

Equity securities:

       

Mid-sized to large cap

        $      $ 156,008      $      $ 156,008   

Small cap,

international and emerging growth funds

           144,405               144,405   

Debt securities:

       

Core fixed income

           167,545               167,545   

High-yield bonds

                           

Real estate

    15,479               23,242        38,721   

Hedge funds

                  39,219        39,219   

Cash

    614                      614   

Total

        $ 16,093      $   467,958      $   62,461      $   546,512   
     2014  

Equity securities:

       

Mid-sized to large cap

        $      $ 219,092      $      $ 219,092   

Small cap,

international and emerging growth funds

           87,706               87,706   

Debt securities:

       

Core fixed income

           154,997               154,997   

High-yield bonds

                           

Real estate

                  20,363        20,363   

Hedge funds

                  38,264        38,264   

Cash

    3,620                      3,620   

Total

        $ 3,620      $ 461,795      $ 58,627      $ 524,042   

Level 3 real estate investments are stated at estimated fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of real estate investments generally do not reflect transaction costs which may be incurred upon disposition of the real estate investments and do not necessarily represent the prices at which the real estate investments would be sold or repaid, since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller. An independent valuation consultant is employed to determine the fair value of the real estate investments. The value of hedge funds is based on the values of the sub-fund investments. In

determining the fair value of each sub-fund’s investment, the hedge funds’ Board of Trustees uses the values provided by the sub-funds and any other considerations that may, in its judgment, increase or decrease such estimated value.

The change in the fair value of pension plan assets valued using significant unobservable inputs (Level 3) is as follows:

 

years ended December 31   Real
Estate
    Hedge
Funds
 
(add 000)   2015  

Balance at beginning of year

  $ 20,363      $ 38,264   

Purchases, sales, settlements, net

             

Actual return on plan assets held at period end

    2,879        955   

Balance at end of year

  $   23,242      $ 39,219   
     2014  

Balance at beginning of year

  $ 19,357      $ 21,764   

Purchases, sales, settlements, net

    441        15,600   

Actual return on plan assets held at period end

    565        900   

Balance at end of year

  $ 20,363      $   38,264   

In 2015 and 2014, the Corporation made pension and SERP contributions of $53,924,000 and $25,654,000, respectively. The Corporation currently estimates that it will contribute $29,927,000 to its pension and SERP plans in 2016.

The expected benefit payments to be paid from plan assets for each of the next five years and the five-year period thereafter are as follows:

 

(add 000)        

2016

   $ 34,226   

2017

   $ 36,301   

2018

   $ 38,105   

2019

   $ 40,327   

2020

   $ 42,582   

Years 2021 – 2025

   $  238,610   

Postretirement Benefits. The net periodic postretirement benefit (credit) cost of postretirement plans includes the following components:

 

years ended December 31                  
(add 000)   2015     2014     2013  

Components of net periodic benefit credit:

     

Service cost

  $ 137      $ 206      $ 227   

Interest cost

    928        1,164        1,013   

Amortization of:

     

Prior service credit

    (2,302     (3,255     (3,255

Actuarial (gain) loss

    (309     (266     25   

Total net periodic benefit credit

  $  (1,546   $  (2,151   $  (1,990
 

 

   Martin Marietta  |  Page 32   


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation recognized the following amounts in consolidated comprehensive earnings:

 

years ended December 31                   
(add 000)    2015     2014     2013  

Actuarial gain

   $ (626   $  (3,026   $ (1,011

Amortization of:

      

Prior service credit

     2,302        3,255        3,255   

Actuarial gain (loss)

     309        266        (25

Total

   $ 1,985      $ 495      $ 2,219   

Accumulated other comprehensive loss includes the following amounts that have not yet been recognized in net periodic benefit cost:

 

December 31   2015     2014  
(add 000)   Gross     Net of tax     Gross     Net of tax  

Prior service credit

  $ (4,786     $ (2,924   $ (7,088     $ (4,316

Actuarial gain

    (5,050     (3,086     (4,733     (2,883

Total

  $ (9,836     $ (6,010   $ (11,821     $ (7,199

The prior service credit and actuarial gain expected to be recognized in net periodic benefit cost during 2016 is $1,846,000 (net of a deferred tax liability of $718,000) and $382,000 (net of a deferred tax liability of $149,000), respectively, and are included in accumulated other comprehensive loss at December 31, 2015.

The postretirement health care plans’ change in benefit obligation is as follows:

 

years ended December 31             
(add 000)    2015     2014  

Change in benefit obligation:

    

Net benefit obligation at beginning of year

   $ 25,086      $ 27,352   

Service cost

     137        206   

Interest cost

     928        1,164   

Participants’ contributions

     1,777        2,100   

Actuarial gain

     (627     (3,026

Gross benefits paid

     (3,893     (4,856

Acquisitions

            2,146   

Net benefit obligation at end of year

   $  23,408      $  25,086   

The Corporation’s change in plan assets, funded status and amounts recognized on the Corporation’s consolidated balance sheets are as follows:

 

years ended December 31             
(add 000)    2015     2014  

Change in plan assets:

    

Fair value of plan assets at beginning of year

   $      $   

Employer contributions

     2,116        2,756   

Participants’ contributions

     1,777        2,100   

Gross benefits paid

     (3,893     (4,856

Fair value of plan assets at end of year

   $      $   
December 31             
(add 000)    2015     2014  

Funded status of the plan at end of year

   $ (23,408   $ (25,086

Accrued benefit cost

   $  (23,408   $  (25,086
December 31             
(add 000)    2015     2014  

Amounts recognized on consolidated balance sheets consist of:

    

Current liability

   $ (2,120   $ (2,770

Noncurrent liability

     (21,288     (22,316

Net amount recognized at end of year

   $ (23,408   $ (25,086

Weighted-average assumptions used to determine the postretirement benefit obligations as of December 31 are:

 

      2015      2014  

Discount rate

     4.25%             3.83%   

Weighted-average assumptions used to determine the postretirement benefit cost for the years ended December 31 are:

 

      2015      2014      2013  

Discount rate

     3.83%             4.42%             3.54%   

For 2015 and 2014, the Corporation estimated the remaining lives of participants in the postretirement plan using the RP-2014 Mortality Table.

 

      2015      2014  

Health care cost trend rate assumed for next year

     7.0%         7.0%   

Rate to which the cost trend rate gradually declines

     5.0%         5.0%   

Year the rate reaches the ultimate rate

     2020             2019   
 

 

Martin Marietta  |  Page 33


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effects:

 

     One Percentage Point  
(add 000)    Increase      (Decrease)  

Total service and interest cost components

       $     55          $     (51

Postretirement benefit obligation

       $1,312               $(1,133

The Corporation estimates that it will contribute $2,120,000 to its postretirement health care plans in 2016.

The total expected benefit payments to be paid by the Corporation, net of participant contributions, for each of the next five years and the five-year period thereafter are as follows:

 

(add 000)        

2016

   $ 2,120   

2017

   $ 2,344   

2018

   $ 2,275   

2019

   $ 2,159   

2020

   $ 2,051   

Years 2021 - 2025

   $ 9,170   

Defined Contribution Plans. The Corporation maintains defined contribution plans that cover substantially all employees. These plans, qualified under Section 401(a) of the Internal Revenue Code, are retirement savings and investment plans for the Corporation’s salaried and hourly employees. Under certain provisions of these plans, the Corporation, at established rates, matches employees’ eligible contributions. The Corporation’s matching obligations were $12,444,000 in 2015, $8,602,000 in 2014 and $7,097,000 in 2013. The increase in matching contributions reflect the participation of the new employees effective July 1, 2014 in connection with the TXI acquisition.

Postemployment Benefits. The Corporation had accrued postemployment benefits of $1,267,000 at December 31, 2015 and 2014.

Note K: Stock-Based Compensation

The shareholders approved, on May 23, 2006, the Martin Marietta Materials, Inc. Stock-Based Award Plan, as amended from time to time (along with the Amended Omnibus Securities Award Plan, originally approved in 1994, the “Plans”). The Corporation has been authorized by the Board of Directors to repurchase shares of the Corporation’s common stock for issuance under the Plans (see Note M).

Under the Plans, the Corporation grants options to employees to purchase its common stock at a price equal to the closing market value at the date of grant. Options become exercisable in four annual installments beginning one year after date of grant. Options granted starting 2013 expire ten years after the grant date while outstanding options granted prior to 2013 expire eight years after the grant date.

In connection with the TXI acquisition, the Corporation issued 821,282 Martin Marietta stock options (“Replacement Options”) to holders of outstanding TXI stock options at the acquisition date. The Corporation issued 0.7 Replacement Options for each outstanding TXI stock option, and the Replacement Option prices reflected the exchange ratio. The Replacement Options will expire on the original contractual dates when the TXI stock options were initially issued. Consistent with the terms of the Corporation’s other outstanding stock options, Replacement Options expire 90 days after employment is terminated.

Prior to 2009, each nonemployee Board of Director member received 3,000 non-qualified stock options annually. These options have an exercise price equal to the market value at the date of grant, vested immediately and expire ten years from the grant date.

The following table includes summary information for stock options as of December 31, 2015:

 

      Number of
Options
    Weighted-
Average
Exercise
Price
    

Weighted-Average
Remaining
Contractual

Life (years)

Outstanding at January 1, 2015

     1,054,435          $  96.53      

Granted

     55,244          $154.58      

Exercised

     (367,497       $101.31      

Terminated

     (56,170       $135.85      

Outstanding at December 31, 2015

     686,012          $  95.43       3.8

Exercisable at December 31, 2015

     544,755          $  87.75       2.7

The weighted-average grant-date exercise price of options granted during 2015, 2014 and 2013 was $154.58, $121.00 and $108.24, respectively. The aggregate intrinsic values of options exercised during the years ended December 31, 2015, 2014 and 2013 were $7,318,000, $9,709,000 and $7,142,000, respectively, and were based on the closing prices of the Corporation’s common stock on the dates of exercise. The aggregate intrinsic values for options outstanding and exercisable at December 31, 2015 were $29,536,000 and $26,925,000, respectively, and were based on the closing price of the Corporation’s common stock at December 31, 2015, which was $136.58.

 

 

Martin Marietta  |  Page 34


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Additionally, an incentive stock plan has been adopted under the Plans whereby certain participants may elect to use up to 50% of their annual incentive compensation to acquire units representing shares of the Corporation’s common stock at a 20% discount to the market value on the date of the incentive compensation award. Certain executive officers are required to participate in the incentive stock plan at certain minimum levels. Participants earn the right to receive unrestricted shares of common stock in an amount equal to their respective units generally at the end of a 34-month period of additional employment from the date of award or at retirement beginning at age 62. All rights of ownership of the common stock convey to the participants upon the issuance of their respective shares at the end of the ownership-vesting period, with the exception of dividend equivalents that are paid on the units during the vesting period.

The Corporation grants restricted stock awards under the Plans to a group of executive officers, key personnel and non-employee Board of Directors. The vesting of certain restricted stock awards is based on specific performance criteria over a specified period of time. In addition, certain awards are granted to individuals to encourage retention and motivate key employees. These awards generally vest if the employee is continuously employed over a specified period of time and require no payment from the employee. Awards granted to nonemployee Board of Directors vest immediately.

The aggregate intrinsic values for incentive compensation awards and restricted stock awards at December 31, 2015 were $1,920,000 and $44,412,000, respectively, and were based on the closing price of the Corporation’s common stock at December 31, 2015, which was $136.58. The aggregate intrinsic values of incentive compensation awards distributed during the years ended December 31, 2015, 2014 and 2013 were $983,000, $584,000 and $466,000, respectively. The aggregate intrinsic values of restricted stock awards distributed during the years ended December 31, 2015, 2014 and 2013 were $11,387,000, $3,555,000 and $9,413,000, respectively. The aggregate intrinsic values for distributed awards were based on the closing prices of the Corporation’s common stock on the dates of distribution.

At December 31, 2015, there are approximately 2,099,000 awards available for grant under the Plans.

In 1996, the Corporation adopted the Shareholder Value Achievement Plan to award shares of the Corporation’s common stock to key senior employees based on certain common stock performance criteria over a long-term period. Under the terms of this plan, 250,000 shares of common stock were reserved for issuance. Through December 31, 2015, 42,025 shares have been issued under this plan. No awards have been granted under this plan after 2000.

 

 

The following table summarizes information for incentive compensation awards and restricted stock awards as of December 31, 2015:

 

      Incentive
Compensation
     Restrictive Stock -
Service Based
     Restrictive Stock -
Performance Based
 
      Number of
Awards
    Weighted-
Average
Grant-Date
Fair Value
     Number of
Awards
    Weighted-
Average
Grant-Date
Fair Value
     Number of
Awards
     Weighted-
Average
Grant-Date
Fair Value
 

January 1, 2015

     27,608      $ 101.61         319,230      $ 105.62         16,388       $ 129.14   

Awarded

     22,035      $ 108.53         48,368      $ 154.26         20,219       $ 108.53   

Distributed

     (11,751   $ 99.14         (75,411   $ 77.27               $   

Forfeited

     (552   $ 102.99         (3,624   $ 127.06               $   

December 31, 2015

     37,340      $ 106.45         288,563      $ 120.92         36,607       $ 117.76   

 

The weighted-average grant-date fair value of incentive compensation awards granted during 2015, 2014 and 2013 was $108.53, $109.17 and $99.23, respectively. The weighted-average grant-date fair value of service based restricted stock awards granted during 2015, 2014 and 2013 was $154.26, $126.88 and $108.24, respectively. The weighted average grant-date fair value of performance based restricted stock awards granted during 2015 and 2014 was $108.53 and $129.14, respectively.

The Corporation adopted and the shareholders approved the Common Stock Purchase Plan for Directors in 1996, which provides nonemployee Board of Directors the election to receive all or a portion of their total fees in the form of the Corporation’s common stock. Under the terms of this plan, 300,000 shares of common stock were reserved for issuance. In 2015, members of the Board of Directors were required to defer at least 20% of their retainer in the form

 

 

Martin Marietta  |  Page 35


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

of the Corporation’s common stock at a 20% discount to market value. Nonemployee Board of Directors elected to defer portions of their fees representing 4,035, 3,804 and 6,583 shares of the Corporation’s common stock under this plan during 2015, 2014 and 2013, respectively.

The following table summarizes stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013, unrecognized compensation cost for nonvested awards at December 31, 2015 and the weighted-average period over which unrecognized compensation cost is expected to be recognized:

 

(add 000,

except year data)

   Stock
Options
    

Restricted

Stock

    

Incentive

Compen-

sation

    

Directors’

Awards

     Total  

Stock-based
compensation
expense recognized
for years ended
December 31:

      

2015

     $2,679         $  9,809         $376         $725         $13,589   

2014

     $2,020         $  6,189         $257         $527         $  8,993   

2013

     $1,734         $  4,377         $229         $668         $  7,008   

Unrecognized compensation cost at December 31, 2015:

  

       $2,718         $18,985         $334         $    –         $22,037   

Weighted-average period over which unrecognized compensation cost will be recognized:

   

       2.0 years         2.8 years         1.5 years                    

For the years ended December 31, 2015, 2014 and 2013, the Corporation recognized a deferred tax asset related to stock-based compensation expense of $5,286,000, $3,542,000 and $2,772,000, respectively.

The following presents expected stock-based compensation expense in future periods for outstanding awards as of December 31, 2015:

 

(add 000)        

2016

   $ 9,818   

2017

     6,578   

2018

     3,817   

2019

     1,824   

2020

       

Total

   $   22,037   

Stock-based compensation expense is included in selling, general and administrative expenses in the Corporation’s consolidated statements of earnings.

Note L: Leases

Total lease expense for operating leases was $80,417,000, $59,590,000 and $45,093,000 for the years ended December 31, 2015, 2014 and 2013, respectively. The Corporation’s operating leases generally contain renewal and/or purchase options with varying terms. The Corporation has royalty agreements that generally require royalty payments based on tons produced or total sales dollars and also contain minimum payments. Total royalties, principally for leased properties, were $53,658,000, $50,535,000 and $41,604,000 for the years ended December 31, 2015, 2014 and 2013, respectively. The Corporation also has capital lease obligations for machinery and equipment.

Future minimum lease and royalty commitments for all non-cancelable agreements and capital lease obligations as of December 31, 2015 are as follows:

 

(add 000)    Capital
Leases
    Operating
Leases and
Royalty
Commitments
 

2016

     $  3,166      $ 111,317    

2017

     2,922        73,106    

2018

     2,981        55,047    

2019

     2,691        45,940    

2020

     1,891        43,692    

Thereafter

     3,997        272,066    

Total

     17,648      $ 601,168    

Less: imputed interest

     (2,724  

Present value of minimum lease payments

     14,924     

Less: current capital lease obligations

     (2,438  

Long-term capital lease obligations

     $12,486     

Of the total future minimum commitments, $246,903,000 relates to the Corporation’s contracts of affreightment.

Note M: Shareholders’ Equity

The authorized capital structure of the Corporation includes 100,000,000 shares of common stock, with a par value of $0.01 a share. At December 31, 2015, approximately 3,508,000 common shares were reserved for issuance under stock-based plans.

Pursuant to authority granted by its Board of Directors, the Corporation can repurchase up to 20,000,000 shares of common stock through open-market purchases. The Corporation repurchased 3,285,380 shares of common stock during 2015 and did not repurchase any shares of common stock during 2014 or 2013. At December 31, 2015, 16,714,620 shares of common stock were remaining under the Corporation’s repurchase authorization.

 

 

Martin Marietta  |  Page 36


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

In addition to common stock, the Corporation’s capital structure includes 10,000,000 shares of preferred stock with a par value of $0.01 a share. On October 21, 2006, the Board of Directors adopted a Rights Agreement (the “Rights Agreement”) and reserved 200,000 shares of Junior Participating Class B Preferred Stock for issuance. In accordance with the Rights Agreement, the Corporation issued a dividend of one right for each share of the Corporation’s common stock outstanding as of October 21, 2006, and one right continues to attach to each share of common stock issued thereafter. The rights will become exercisable if any person or group acquires beneficial ownership of 15% or more of the Corporation’s common stock. Once exercisable and upon a person or group acquiring 15% or more of the Corporation’s common stock, each right (other than rights owned by such person or group) entitles its holder to purchase, for an exercise price of $315 per share, a number of shares of the Corporation’s common stock (or in certain circumstances, cash, property or other securities of the Corporation) having a market value of twice the exercise price, and under certain conditions, common stock of an acquiring company having a market value of twice the exercise price. If any person or group acquires beneficial ownership of 15 or more of the Corporation’s common stock, the Corporation may, at its option, exchange the outstanding rights (other than rights owned by such acquiring person or group) for shares of the Corporation’s common stock or Corporation equity securities deemed to have the same value as one share of common stock or a combination thereof, at an exchange ratio of one share of common stock per right. The rights are subject to adjustment if certain events occur, and they will initially expire on October 21, 2016, if not terminated sooner. The Corporation’s Rights Agreement provides that the Corporation’s Board of Directors may, at its option, redeem all of the outstanding rights at a redemption price of $0.001 per right.

Note N: Commitments and Contingencies

Legal and Administrative Proceedings. The Corporation is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently-available facts, it is remote that the ultimate outcome of any litigation and other proceedings, including those pertaining to environmental matters (see Note A), relating to the Corporation and its subsidiaries, will have a material adverse effect on the overall results of the Corporation’s operations, its cash flows or its financial position.

Asset Retirement Obligations. The Corporation incurs reclamation and teardown costs as part of its mining and production processes. Estimated future obligations are discounted to their present value and accreted to their projected future obligations via charges to operating expenses. Additionally, the fixed assets recorded concurrently with the liabilities are depreciated over the period until retirement activities are expected to occur. Total accretion and depreciation expenses for 2015, 2014 and 2013 were $6,767,000, $4,584,000 and $3,793,000, respectively, and are included in other operating income and expenses, net, in the consolidated statements of earnings.

The following shows the changes in the asset retirement obligations:

 

years ended December 31             
(add 000)    2015     2014  

Balance at beginning of year

   $  70,422      $  48,727   

Accretion expense

     3,336        2,818   

Liabilities incurred and assumed in business combinations

     14,735        20,984   

Liabilities settled

     (4,490     (2,061

Revisions in estimated cash flows

     5,601        (46

Balance at end of year

   $  89,604      $  70,422   

Other Environmental Matters. The Corporation’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety and other regulatory matters. Certain of the Corporation’s operations may, from time to time, involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Corporation’s operations, and such permits are subject to modification, renewal and revocation. The Corporation regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental remediation liability is inherent in the operation of the Corporation’s businesses, as it is with other companies engaged in similar businesses. The Corporation has no material provisions for environmental remediation liabilities and does not believe such liabilities will have a material adverse effect on the Corporation in the future.

The United States Environmental Protection Agency (“EPA”) includes the lime industry as a national enforcement priority under the federal Clean Air Act (“CAA”). As part of the industry-wide effort, the EPA issued Notices of Violation/

 

 

Martin Marietta  |  Page 37


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Findings of Violation (“NOVs”) to the Corporation in 2010 and 2011 regarding its compliance with the CAA New Source Review (“NSR”) program at its Magnesia Specialties dolomitic lime manufacturing plant in Woodville, Ohio. The Corporation has been providing information to the EPA in response to these NOVs and has had several meetings with the EPA. The Corporation believes it is in substantial compliance with the NSR program. At this time, the Corporation cannot reasonably estimate what likely penalties or upgrades to equipment might ultimately be required. The Corporation believes that any costs related to any required upgrades to capital equipment will be spread over time and will not have a material adverse effect on the Corporation’s results of operations or its financial condition, but can give no assurance that the ultimate resolution of this matter will not have a material adverse effect on the financial condition or results of operations of the Magnesia Specialties segment.

Insurance Reserves. The Corporation has insurance coverage with large deductibles for workers’ compensation, automobile liability, marine liability and general liability claims. The Corporation is also self-insured for health claims. At December 31, 2015 and 2014, reserves of $45,911,000 and $42,552,000, respectively, were recorded for all such insurance claims. The Corporation carries various risk deductible workers’ compensation policies related to its workers’ compensation liabilities. The Corporation records the workers’ compensation reserves based on an actuarial-determined analysis. This analysis calculates development factors, which are applied to total reserves within the workers’ compensation program. While the Corporation believes the assumptions used to calculate these liabilities are appropriate, significant differences in actual experience and/or significant changes in these assumptions may materially affect workers’ compensation costs.

Letters of Credit. In the normal course of business, the Corporation provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, utilities and property improvements. At December 31, 2015, the Corporation was contingently liable for $46,263,000 in letters of credit, of which $2,507,000 were issued under the Corporation’s Revolving Facility. Certain of these underlying obligations are accrued on the Corporation’s consolidated balance sheet.

Surety Bonds. In the normal course of business, at December 31, 2015, the Corporation was contingently liable for $326,516,000 in surety bonds required by certain states and municipalities and their related agencies. The bonds are principally for certain insurance claims, construction contracts, reclamation obligations and mining permits guaranteeing the Corporation’s own performance. Certain of these underlying obligations, including those for asset retirement requirements and insurance claims, are accrued on the Corporation’s consolidated balance sheet. Five of these bonds total $88,887,000, or 27% of all outstanding surety bonds. The Corporation has indemnified the underwriting insurance company, Safeco Corporation, a subsidiary of Liberty Mutual Group, against any exposure under the surety bonds. In the Corporation’s past experience, no material claims have been made against these financial instruments.

Borrowing Arrangements with Affiliate. The Corporation is a co-borrower with an unconsolidated affiliate for a $25,000,000 revolving line of credit agreement with BB&T. The line of credit expires in February 2018. The affiliate has agreed to reimburse and indemnify the Corporation for any payments and expenses the Corporation may incur from this agreement. The Corporation holds a lien on the affiliate’s membership interest in a joint venture as collateral for payment under the revolving line of credit.

In 2013, the Corporation loaned $3,402,000 to this unconsolidated affiliate to repay in full the outstanding balance of the affiliate’s loan with Bank of America, N.A. and entered into a loan agreement with the affiliate for monthly repayment of principal and interest of that loan. In 2015, the loan was repaid in full.

In 2014, the Corporation loaned the unconsolidated affiliate a total of $6,000,000 as an interest-only note due December 29, 2016.

Purchase Commitments. The Corporation had purchase commitments for property, plant and equipment of $70,431,000 as of December 31, 2015. The Corporation also had other purchase obligations related to energy and service contracts of $95,389,000 as of December 31, 2015.

 

 

Martin Marietta  |  Page 38


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

The Corporation’s contractual purchase commitments as of December 31, 2015 are as follows:

 

(add 000)        

2016

   $   155,525   

2017

     6,457   

2018

     1,361   

2019

     451   

2020

     451   

Thereafter

     1,575   

Total

   $   165,820   

Capital expenditures in 2015, 2014 and 2013 that were purchase commitments as of the prior year end were $116,681,000, $34,135,000 and $15,839,000, respectively.

Employees. Approximately 10% of the Corporation’s employees are represented by a labor union. All such employees are hourly employees. The Corporation maintains collective bargaining agreements relating to the union employees within the Aggregates business and Magnesia Specialties segment. Of the Magnesia Specialties segment, located in Manistee, Michigan and Woodville, Ohio, 100% of its hourly employees are represented by labor unions. The Manistee collective bargaining agreement expires in August 2019. The Woodville collective bargaining agreement expires in May 2018.

Note O: Business Segments

The Aggregates business is comprised of divisions which represent operating segments. Disclosures for certain divisions are consolidated as reportable segments for financial reporting purposes as they meet the aggregation criteria. The Aggregates business contains three reportable segments: Mid-America Group, Southeast Group and West Group. The Cement and Magnesia Specialties businesses also represent individual operating and reportable segments. The accounting policies used for segment reporting are the same as those described in Note A.

The Corporation’s evaluation of performance and allocation of resources are based primarily on earnings from operations. Consolidated earnings from operations include net sales less cost of sales, selling, general and administrative expenses, and acquisition-related expenses, net; other operating income and expenses; and exclude interest expense, other nonoperating income and expenses, net, and taxes on income. Corporate consolidated earnings from operations primarily include depreciation on capitalized interest, expenses for corporate administrative functions, acquisition-related expenses, net, and other nonrecurring and/or non-operational income and

expenses excluded from the Corporation’s evaluation of business segment performance and resource allocation. All debt and related interest expense is held at Corporate.

Assets employed by segment include assets directly identified with those operations. Corporate assets consist primarily of cash and cash equivalents, property, plant and equipment for corporate operations, investments and other assets not directly identifiable with a reportable business segment. The following tables display selected financial data for the Corporation’s reportable business segments.

Selected Financial Data by Business Segment

 

years ended December 31

(add 000)

 

                    

Total revenues

     2015         2014         2013   

Mid-America Group

   $ 926,251       $ 848,855       $ 789,806   

Southeast Group

     304,472         274,352         245,340   

West Group

     1,675,021         1,356,283         875,588   

Total Aggregates Business

     2,905,744         2,479,490         1,910,734   

Cement

     387,947         221,759           

Magnesia Specialties

     245,879         256,702         244,817   

Total

   $ 3,539,570       $ 2,957,951       $ 2,155,551   

Net sales

  

                 

Mid-America Group

   $ 851,854       $ 770,568       $ 720,007   

Southeast Group

     285,302         254,986         226,437   

West Group

     1,535,848         1,207,879         771,133   
Total Aggregates Business    2,673,004      2,233,433      1,717,577  

Cement

     367,604         209,556           
Magnesia Specialties    227,508      236,106      225,641  

Total

   $ 3,268,116       $ 2,679,095       $ 1,943,218   

Gross profit (loss)

  

                 

Mid-America Group

   $ 256,586       $ 216,883       $ 192,747   

Southeast Group

     34,197         10,653         (3,515
West Group    254,946      155,678      92,513  

Total Aggregates Business

     545,729         383,214         281,745   

Cement

     103,473         52,469           

Magnesia Specialties

     78,732         84,594         83,703   
Corporate    (6,167)      2,083      (1,491)  

Total

   $ 721,767       $ 522,360       $ 363,957   

Selling, general and administrative expenses

  

        

Mid-America Group

   $ 52,606       $ 52,217       $ 53,683   

Southeast Group

     18,467         17,788         18,081   
West Group    66,639      50,147      42,929  

Total Aggregates Business

     137,712         120,152         114,693   

Cement

     26,626         12,741           

Magnesia Specialties

     9,499         9,776         10,165   
Corporate    44,397      26,576      25,233  

Total

   $ 218,234       $ 169,245       $ 150,091   
 

 

Martin Marietta  |  Page 39


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

years ended December 31

(add 000)

       
Earnings (Loss) from
  operations
   2015     2014     2013  

Mid-America Group

   $ 206,820      $ 172,208      $ 144,269   

Southeast Group

     16,435        (5,293     (19,849

West Group

     205,699        153,182        53,150   

Total Aggregates Business

     428,954        320,097        177,570   

Cement

     47,821        40,751          

Magnesia Specialties

     68,886        74,805        73,506   

Corporate

     (66,245       (120,780     (33,088

Total

   $   479,416      $ 314,873      $   217,988   

Cement intersegment sales, which were to the ready mixed concrete product line in the West Group, were $87,782,000 for the year ended December 31, 2015 and $43,356,000 for the six months ended December 31, 2014. The Cement business was acquired July 1, 2014.

 

years ended December 31

(add 000)

        
Assets employed    2015      2014      2013  

Mid-America Group

   $ 1,304,574       $ 1,290,833       $ 1,242,395   

Southeast Group

     583,369         604,044         611,906   

West Group

     2,621,636         2,444,400         1,030,599   

Total Aggregates Business

     4,509,579         4,339,277         2,884,900   

Cement

     1,939,796         2,451,799           

Magnesia Specialties

     147,795         150,359         154,024   

Corporate

     364,562         278,319         146,081   

Total

   $ 6,961,732       $ 7,219,754       $ 3,185,005   

Depreciation, depletion and amortization

  

        

Mid-America Group

   $ 61,693       $ 63,294       $ 66,381   

Southeast Group

     31,644         31,955         32,556   

West Group

     93,947         74,283         56,004   

Total Aggregates Business

     187,284         169,532         154,941   

Cement

     53,672         30,620           

Magnesia Specialties

     13,769         10,394         10,564   

Corporate

     8,862         12,200         8,256   

Total

   $ 263,587       $ 222,746       $ 173,761   

Total property additions

  

        

Mid-America Group

   $ 77,640       $ 76,753       $ 82,667   

Southeast Group

     12,155         23,326         72,907   

West Group

     235,245         753,342         53,530   

Total Aggregates Business

     325,040         853,421         209,104   

Cement

     9,599         975,063           

Magnesia Specialties

     8,916         2,588         4,700   

Corporate

     20,561         15,349         6,477   

Total

   $ 364,116       $ 1,846,421       $ 220,281   

years ended December 31

(add 000)

        
Property additions
  through acquisitions
   2015      2014      2013  

Mid-America Group

   $ 4,385       $       $ 244   

Southeast Group

                     54,463   

West Group

     35,965         632,560           

Total Aggregates Business

     40,350         632,560         54,707   

Cement

             970,300           

Magnesia Specialties

                       

Corporate

                       

Total

   $     40,350       $     1,602,860       $     54,707   

Total property additions in the West Group include machinery and equipment of $1,445,000, $7,788,000 and $10,341,000 in 2015, 2014 and 2013 respectively, acquired through capital leases. In 2015, total property additions in Corporate include a $4,088,000 noncash component related to a property addition. The Corporation also acquired $3,591,000 of land via noncash transactions and asset exchanges in 2014. Total property additions through acquisitions in the Mid-America Group reflect $4,385,000 of property, plant and equipment acquired via an asset exchange in 2015.

The Aggregates business includes the aggregates product line and aggregates-related downstream product lines, which include the asphalt, ready mixed concrete and road paving product lines. All aggregates-related downstream product lines reside in the West Group. The following tables, which are reconciled to consolidated amounts, provide total revenues, net sales and gross profit by line of business: Aggregates (further divided by product line), Cement and Magnesia Specialties.

 

years ended December 31

(add 000)

        
Total revenues    2015      2014      2013  

Aggregates

   $   2,017,761       $   1,805,824       $   1,527,986   

Asphalt

     72,282         85,822         78,863   

Ready Mixed Concrete

     657,088         431,229         146,085   

Road Paving

     158,613         156,615         157,800   

Total Aggregates Business

     2,905,744         2,479,490         1,910,734   

Cement

     387,947         221,759           

Magnesia Specialties

     245,879         256,702         244,817   

Total

   $ 3,539,570       $ 2,957,951       $ 2,155,551   
 

 

Martin Marietta  |  Page 40


NOTES TO FINANCIAL STATEMENTS (continued)

 

 

years ended December 31         
(add 000)                    
Net sales    2015     2014      2013  

Aggregates

   $     1,793,660      $     1,570,022       $     1,347,486   

Asphalt

     64,943        76,278         66,216   

Ready Mixed Concrete

     655,788        430,519         146,079   

Road Paving

     158,613        156,614         157,796   

Total Aggregates
Business

     2,673,004        2,233,433         1,717,577   

Cement

     367,604        209,556           

Magnesia Specialties

     227,508        236,106         225,641   

Total

   $ 3,268,116      $ 2,679,095       $ 1,943,218   

 

Gross profit (loss)

                         

Aggregates

   $ 467,053      $ 324,093       $ 259,054   

Asphalt

     18,189        13,552         12,928   

Ready Mixed Concrete

     42,942        39,129         8,337   

Road Paving

     17,545        6,440         1,426   

Total Aggregates Business

     545,729        383,214         281,745   

Cement

     103,473        52,469           

Magnesia Specialties

     78,732        84,594         83,703   

Corporate

     (6,167     2,083         (1,491

Total

   $ 721,767      $ 522,360       $ 363,957   

 

Domestic and foreign total revenues are as follows:

 

  

years ended December 31        

(add 000)

     2015        2014         2013   

Domestic

   $   3,493,462      $     2,912,115       $     2,113,068   

Foreign

     46,108        45,836         42,483   

Total

   $ 3,539,570      $ 2,957,951       $ 2,155,551   

Note P: Supplemental Cash Flow Information

The components of the change in other assets and liabilities, net, are as follows:

 

years ended December 31         

(add 000)

     2015        2014        2013   

Other current and noncurrent assets

   $ (3,631   $ 8,066      $ 1,186   

Accrued salaries, benefits and payroll taxes

     (12,303     10,136        (4,276

Accrued insurance and other taxes

     4,425        (17,641)        421   

Accrued income taxes

     (4,364     27,680        3,889   

Accrued pension, postretirement and postemployment benefits

     (18,153     1,150        (4,795

Other current and noncurrent liabilities

     (3,014     (10,681     7,373   

Change in other assets and liabilities

   $ (37,040   $ 18,710      $ 3,798   

 

The change in accrued salaries, benefits and payroll taxes in 2015 and 2014 was attributable to TXI-related severance accrual of $11,444,000 during 2014 and payments of $9,682,000 in 2015. The change in accrued pension, postretirement, and postemployment benefits in 2015 was attributable to higher pension plan funding, which increased $28,270,000. The change in accrued income taxes was primarily attributable to a reduction in the Corporation’s tax liability due to the utilization of net operating loss carryforwards, and the receipt of the federal tax refunds attributable to the settlement of the U.S. Advanced Pricing Agreement.

Noncash investing and financing activities are as follows:

 

years ended December 31         

(add 000)

     2015         2014         2013   

Noncash investing and financing activities:

        

Acquisition of assets through asset exchange

   $   5,000       $ 2,091       $   

Acquisition of assets through capital lease

   $ 1,445       $ 7,788       $ 10,341   

Seller financing of land purchase

   $       $ 1,500       $   

Acquisition of TXI net assets through issuances of common stock and options

   $       $ 2,691,986       $   
 

 

Martin Marietta  |  Page 41


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

 

 

INTRODUCTORY OVERVIEW

Martin Marietta Materials, Inc. (the “Corporation” or “Martin Marietta”) is a leading supplier of aggregates products (crushed stone, sand and gravel) for the construction industry, used for the construction of infrastructure, nonresidential and residential projects. In addition, aggregates products are used for railroad ballast and in agricultural, utility and environmental applications. The Corporation’s annual consolidated net sales and operating earnings are predominately derived from its Aggregates business, which mines and processes granite, limestone, sand and gravel. The Aggregates business also includes aggregates-related downstream operations, namely heavy building materials such as asphalt, ready mixed concrete and road paving construction services.

At December 31, 2015, the Aggregates business included the following reportable segments, including underlying business characteristics:

 

LOGO

 

Reportable

Segments

  

Mid-America  

Group  

  

Southeast  

Group  

  

West

Group

Operating

Locations

   Indiana, Iowa, northern Kansas, Kentucky, Maryland, Minnesota, Missouri, eastern Nebraska, North Carolina, Ohio, South Carolina, Virginia, Washington and West Virginia    Alabama, Florida, Georgia, Mississippi, Tennessee, Nova Scotia and the Bahamas    Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming

Product

Lines

   Aggregates (crushed stone, sand and gravel)    Aggregates (crushed stone, sand and gravel)    Aggregates (crushed stone, sand and gravel), asphalt, ready mixed concrete and road paving

Types of

Aggregates

Locations

   Quarries and Distribution Facilities    Quarries and Distribution Facilities    Quarries and Distribution Facilities

Modes of

Transportation

for

Aggregates

Product Line    

   Truck and Rail    Truck, Rail and Water    Truck and Rail

The Cement business produces Portland and specialty cements. Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and railroad, agricultural, utility and environmental industries. The production facilities are located in Midlothian, Texas, south of Dallas-Fort Worth, and Hunter, Texas, north of San Antonio. The limestone reserves used as a raw material are owned by the Corporation and are adjacent to each of the plants. In addition to the manufacturing facilities, the Corporation operates cement distribution terminals in Texas.

The Magnesia Specialties segment produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.

The Corporation’s overall areas of focus include the following:

 

 

Maximize long-term shareholder return by disciplined and rigorous pursuit of strategic growth and earnings objectives;

 

 

Conduct business in compliance with applicable laws, rules, regulations and the highest ethical standards;

 

 

Allocate capital by prioritizing acquisitions, organic capital investment and returning cash to shareholders via dividends and share repurchases; and

 

 

Support the Corporation’s sustainability through the following:

  -

Protect the safety and well-being of all who come in contact with the Corporation’s business;

  -

Reflect all aspects of good corporate citizenship by being responsible neighbors and supporting local communities; and

  -

Protecting the Earth’s resources and minimizing the operations’ environmental impact.

Since the construction business is conducted outdoors, erratic weather patterns, seasonal changes, precipitation and other weather-related conditions, such as snowstorms, droughts, flooding or hurricanes, can significantly affect shipments, efficiencies and profitability of the Corporation’s Aggregates and Cement businesses. In addition, production of aggregates products is conducted outdoors; therefore, erratic and predictable weather patterns will also affect production schedules and costs for that product line. Generally, the financial results for the first and fourth quarters are significantly lower than the financial results of the other quarters due to winter weather. Weather-related hindrances were exacerbated in 2015 by record precipitation in many

 

 

Martin Marietta  |  Page 42


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

of the Corporation’s key markets. The National Oceanic and Atmospheric Administration (“NOAA”) has tracked precipitation for 121 years. According to NOAA, 2015 represented the wettest year on record for Texas and Oklahoma, while North Carolina, South Carolina, Colorado and Iowa each experienced a top-ten precipitation year. Notwithstanding these headwinds, notable items regarding the Corporation’s 2015 operating results, cash flows and operations include:

Operating Results:

 

Earnings per diluted share of $4.29 compared with $2.71; adjusted earnings per diluted share of $4.50 (excluding the net loss on the sale of the California cement operations and the net gain on the sale of the San Antonio asphalt operations) compared with $3.74 (excluding acquisition-related expenses, net, related to TXI and the impact of selling acquired inventory marked up to fair value);

 

 

Consolidated earnings before interest expense, income taxes, depreciation, depletion and amortization (“EBITDA”) of $750.7 million; adjusted EBITDA of $766.6 million, which excludes the loss and other expenses related to the divestitures of the California cement operations and the gain resulting from the divestiture of the San Antonio asphalt operations;

 

 

Return on shareholders’ equity of 6.9% in 2015;

 

 

Aggregates product line volume growth of 7.1% and pricing increase of 8.0%;

 

  -

Heritage aggregates product line volume growth of    2.1% and pricing increase of 7.3%;

 

 

Magnesia Specialties segment financial results of net sales of $227.5 million and earnings from operations of $68.9 million;

 

 

Effective management of controllable production costs, as evidenced by a 260-basis-point improvement of consolidated gross margin (excluding freight and delivery revenues); and

 

 

Selling, general and administrative expenses of 6.7% as a percentage of net sales, up 40 basis points.

 

Cash Flows:

 

Operating cash flow of $573.2 million, up 50% over prior-year operating cash flow;

 

 

Return of $627.4 million of cash to shareholders through share repurchases ($520.0 million) and dividends ($107.4 million);

 

 

Ratio of consolidated debt-to-consolidated EBITDA of 1.9 times for the trailing-twelve months ended December 31, 2015, calculated as prescribed in the Corporation’s bank

 

credit agreements and in compliance with the covenant maximum of 3.5 times; and

 

 

Capital expenditures of $318.2 million, including $78.0 million for the new Medina limestone facility; capital plan focused on optimizing operational efficiencies while maintaining safe, environmentally-sound operations, along with a continuing investment in land with long-term mineral reserves to serve high-growth markets.

Operations:

 

Successfully completed the remaining integration of Texas Industries, Inc. (“TXI”) and increased synergy guidance to $120 million per year; and

 

 

Issued the Corporation’s Initial Sustainability Report, highlighting the Corporation’s continuing commitment to sustainability as a core business value:

 

  -

Record safety performance for both total injury incident rate (“TIIR”) and lost-time incident rate (“LTIR”);

  -

Continued to support the communities where the Corporation operates; and

  -

Remained cognizant of being responsible environmental stewards.

The Corporation’s continued disciplined business approach and commitment to fundamentals and strategic vision, coupled with tactical execution, should enable management to prudently guide the business through the current uncertainty that exists regarding the general economy. Specifically to the construction cycle in its markets, the Corporation expects recovery in the majority of its markets and, if there is hesitation in demand, it is not expected to be significant.

The Corporation views its strategic objectives through the lens of building on the foundation of a world-class aggregates-led business. In the view of management, attractive aggregates markets exhibit population growth or population density, drivers of construction materials consumption and large-scale infrastructure networks; business and employment diversity, a driver of greater economic stability; and superior state financial position, a driver of public infrastructure growth. In light of these objectives, management intends to emphasize, among other things, the following strategic, financial and operational initiatives in 2016:

 

 

Martin Marietta  |  Page 43


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Strategic:

 

Pursuing aggregates-led expansion through acquisitions that complement existing operations (i.e., bolt-on acquisitions) and acquisitions that provide leadership entry into new markets or similar product lines (i.e., platform acquisitions);

 

 

Leveraging a competitive advantage from the Corporation’s long-haul distribution network;

 

 

Optimizing the Corporation’s current asset base to continue to enhance long-term shareholder value; and

 

 

Realize incremental value from possible divestiture of identified non-strategic or surplus assets.

Financial:

 

Maintaining the Corporation’s strong financial position while advancing strategic objectives;

 

 

Increasing the incremental gross margin (excluding freight and delivery revenues) of the aggregates product line toward management’s targeted goal of an average of 60% over the course of recovery in the business cycle, including recovery in the southeastern U.S. markets;

 

 

Maximizing return on invested capital consistent with the successful long-term operation of the Corporation’s business; and

 

 

Returning cash to shareholders through sustainable dividends and share repurchases.

Operational:

 

Continuing to focus on sustainability practices, including improved safety performance;

 

 

Maintaining a focus on functional excellence leading to cost containment and operational efficiencies;

 

  -

Achieve total annual TXI synergies of $120 million;

 

 

Successfully integrating bolt-on acquisitions and platform acquisitions;

 

 

Increasing the percentage of markets where the Corporation has a leading market position;

 

 

Using best practices and information technology to drive improved cost performance;

 

 

Effectively serving high-growth markets; and

 

 

Sustaining the industry differentiating performance and operating results of the Magnesia Specialties segment.

Management considers each of the following factors in evaluating the Corporation’s financial condition and operating results.

Aggregates Industry Economic Considerations

The construction aggregates industry is a mature, cyclical business dependent on activity within the construction marketplace.

In 2015, the Corporation’s heritage aggregates product line shipments increased 2.1% compared with 2014. The Corporation’s heritage aggregates product line shipments have increased each of the past four years, indicative of degrees of volume stability and modest growth, albeit at and from historically low levels, after an unprecedented reduction. Prior to 2011, the economic recession resulted in United States aggregates consumption declining by almost 40% from peak volumes in 2006.

The principal end-use markets of the aggregates industry are public infrastructure (i.e., highways; streets; roads; bridges; and schools); nonresidential construction (i.e., manufacturing and distribution facilities; industrial complexes; office buildings; large retailers and wholesalers; and malls); and residential construction (i.e., subdivision development; and single- and multi-family housing). Aggregates products are also used in the railroad, agricultural, utility and environmental industries. Ballast is an aggregates product used to stabilize railroad track beds and, increasingly, concrete rail ties are being used as a substitute for wooden ties. Agricultural lime, a high-calcium carbonate material, is used as a supplement in animal feed, a soil acidity neutralizer and agricultural growth enhancer. High-calcium limestone is used as filler in glass, plastic, paint, rubber, adhesives, grease and paper. Chemical-grade high-calcium limestone is used as a desulfurization material in utility plants. Limestone can also be used to absorb moisture, particularly around building foundations. Stone is used as a stabilizing material to control erosion caused by water runoff or at ocean beaches, inlets, rivers and streams.

As discussed further under the section Aggregates and Cement Industries and Corporation Trends on pages 59 through 61, end-use markets respond to changing economic conditions in different ways. Public infrastructure construction has historically been more stable than nonresidential and residential construction due to typically stable and predictable funding from federal, state and local governments, with approximately half from the federal government and half from state and local governments. After a decade of 36 short-term funding provisions, a five-year, $305 billion highway bill, Fixing America’s Surface Transportation Act (“FAST Act”), was signed into law on December 4, 2015. FAST Act funding will primarily be secured through gas tax collections. In an investigation performed by S-C Market Analytics, aggregates demand is projected to increase with the availability of federal funding and is expected to peak in 2018. However, in subsequent years, the projected demand for aggregates is expected to decline with anticipated higher

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

LOGO

 

    

 

2011

  

    2012        2013        2014        2015       
 
5-Year
Average
  
  

Infrastructure

     48%        47%        48%        44%        42%        44%   

Nonresidential

     27%        29%        29%        32%        31%        31%   

Residential

     11%        12%        12%        14%        17%        14%   

ChemRock /Rail  

     14%        12%        11%        10%        10%        11%   

Source: Corporation data

nation in nonresidential construction, demonstrating economic diversity and the ability to replace energy-related shipments currently displaced by low oil prices with other nonresidential projects. Notwithstanding the challenging commodity price environment, the Corporation expects continued energy-related activity. On a national scale, Florida and South Carolina each rank in the top 10 states and North Carolina and Colorado each rank in the top 20 states in growth (based on dollars invested) in nonresidential construction. Notably, recovery in the residential market typically leads to nonresidential growth with a 12-to-18-month lag.

 

interest and inflation rates. Additionally, many states have recently shown a commitment to securing alternative funding sources, including initiating special-purpose taxes and raising gas taxes. According to American Road and Transportation Builders Association (“ARTBA”), fifteen states have raised gas taxes and 30 legislative measures (which represented 68% of ballot initiatives) for transportation funding were approved by voters in 2015. Supported by state-spending programs, the Corporation’s heritage aggregates volumes to the infrastructure market in the eastern United States increased in the mid-single digits compared with 2014. Overall, the infrastructure market accounted for 42% of the Corporation’s 2015 heritage aggregates product line shipments.

In 2015, construction growth was driven by private-sector activity. Nonresidential and residential construction levels are interest rate-sensitive and typically move in direct correlation with economic cycles. The Dodge Momentum Index, a 12-month leading indicator of construction spending for non-residential building compiled by McGraw Hill Construction and where the year 2000 serves as an index basis of 100, remained strong and was 125.2 in December 2015. According to Dodge Data & Analytics, the recent increasing trend of the index is an indication that construction growth will continue into 2016.

The Corporation’s heritage aggregates volumes to the non-residential construction market accounted for 31% of the Corporation’s 2015 aggregates product line shipments and increased 11.7% compared with 2014. Light nonresidential, which includes the commercial sector, increased 22.2% and was offset by a decline in heavy nonresidential, which includes the industrial and energy sectors. Nonresidential investment varies significantly by state. To that effect, Texas continues to lead the

 

The residential construction market accounted for 17% of the Corporation’s 2015 heritage aggregates product line shipments, in line with its historical average, and volumes to this market increased 15.1% over 2014. As reported by the United States Census Bureau, the total value of private residential construction put in place increased 13% in 2015. Housing starts, a key indicator for residential construction activity, continue to show year-over-year improvement. While 2015 represented the second year that starts exceeded one million since 2008, they still remain below the 50-year historical annual average of 1.5 million units. Importantly, 2015 housing starts exceeded completions, a trend expected to continue in 2016. Geographically, housing strength varies considerably by state, and Texas leads the nation in residential starts. Notably, Dallas-Fort Worth is the second ranked metro area in the United States for growth in housing permits. Additionally, Florida, South Carolina, Colorado and North Carolina each rank in the top ten states for residential starts.

Shipments of chemical rock (comprised primarily of high-calcium carbonate material used for agricultural lime and flue gas desulfurization) and ballast products (collectively, referred to as “ChemRock/Rail”) accounted for 10% of the Corporation’s heritage aggregates product line shipments and increased 2.5%.

In 2015, the Corporation shipped 156.4 million tons of aggregates to customers from a network of aggregates quarries and distribution yards in 26 states, Canada and the Bahamas. The Corporation also shipped 2.9 million tons of asphalt and 6.7 million cubic yards of ready mixed concrete from 131 plants in Arkansas, Colorado, Louisiana, Texas and Wyoming. While the Aggregates business covers a wide geographic area, financial results depend on the strength

 

 

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of the applicable local economies because of the high cost of transportation relative to the price of the product. The Aggregates business’ top five sales-generating states – Texas, Colorado, North Carolina, Iowa and Georgia – accounted for 70% of its 2015 net sales by state of destination, while the top ten sales-generating states accounted for 85% of its 2015 net sales. Management closely monitors economic conditions and public infrastructure spending in the market areas in the states where the Corporation’s operations are located. Further, supply and demand conditions in these states affect their respective profitability.

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

Aggregates Industry Considerations

While natural aggregates sources typically occur in relatively homogeneous deposits in certain areas of the United States, a significant challenge facing aggregates producers is locating suitable deposits that can be economically mined at

locations that qualify for regulatory permits and are in close proximity to growing markets (or in close proximity to long-haul transportation corridors that economically serve growing markets). This objective becomes more challenging as residential expansion and other real estate development encroach on attractive quarrying locations, often triggering enhanced regulatory constraints or otherwise making these locations impractical for mining. The Corporation’s management continues to meet this challenge through strategic planning to identify site locations in advance of economic expansion; land acquisitions around existing quarry sites to increase mineral reserve capacity and lengthen quarry life or add a site buffer; underground mine development; and enhancing its competitive advantage with its long-haul distribution network. The Corporation’s long-haul network moves aggregates materials from domestic and offshore sources, via rail and water, to markets that generally exhibit above-average growth characteristics driven by long-term population growth and density but lack a long-term indigenous supply of coarse aggregates. The movement of aggregates materials through long-haul networks introduces risks to operating results as

 

 

LOGO

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

discussed more fully under the sections Analysis of Aggregates Business Gross Margin and Transportation Exposure on pages 58 and 59 and pages 69 through 71, respectively.

During the construction industry’s protracted recession from 2008 through 2011, the Corporation was successful in executing against its strategic vision, completing several acquisitions, as well as asset swaps and divestitures from companies rationalizing non-core assets and repairing financially-constrained balance sheets. In 2014, the Corporation completed the TXI acquisition, the largest in its history. With further economic recovery, management anticipates the number of acquisition opportunities should increase as sellers view options for monetizing improving earnings. The Corporation pursues acquisitions that fit its strategic objectives as discussed more fully under the section Aggregates and Cement Industries and Corporation Trends on pages 59 through 61.

Aggregates Business Financial Considerations

The production of construction-related aggregates requires a significant capital investment resulting in high fixed and semi-fixed costs, as discussed more fully under the section Cost Structure on pages 67 through 69. Further, operating results and financial performance are sensitive to shipment volumes and changes in selling prices.

Average selling price for the heritage aggregates product line increased 7.3% in 2015. As expected, this overall pricing increase was not uniform throughout the Corporation. Pricing growth was led by the Corporation’s West Group, which reported an aggregates product line price increase of 10.8%, reflecting favorable supply and demand dynamics in these markets.

The production of construction-related aggregates also requires the use of various forms of energy, notably, diesel fuel. Therefore, fluctuations in diesel fuel pricing can significantly affect the Corporation’s operating results. The Corporation’s average price per gallon of diesel fuel in 2015 was $2.05 on 42.5 million gallons compared with $3.02 in 2014 on 36.9 million gallons. The Corporation has a fixed-price commitment for approximately 40% of its diesel fuel requirements at a rate of $2.20 per gallon through December 31, 2016.

Aggregates-related downstream operations, which represented 33% of the Aggregates business’ 2015 total net sales, have inherently lower gross margins (excluding freight and delivery revenues) than the aggregates product line. Market dynamics

for these operations include a highly competitive environment and lower barriers to entry. Liquid asphalt and cement are key raw materials in the production of hot mix asphalt and ready mixed concrete, respectively. Fluctuations in prices for purchased raw materials directly affect the Corporation’s operating results. Liquid asphalt prices in 2015 were lower than in 2014, but may not always follow other energy products (e.g., oil or diesel fuel) because of complexities in the refining process which converts a barrel of oil into other fuels and petrochemical products.

Management evaluates financial performance, particularly gross margin (excluding freight and delivery revenues), in a variety of ways. Management also reviews incremental gross margin, changes in average selling prices, direct production costs per ton shipped, tons produced per worked man hour and return on invested capital, along with other key financial, nonfinancial and employee safety data. Incremental gross margin (excluding freight and delivery revenues) is the incremental gross profit as a percentage of incremental net sales. This metric assists management in understanding the impact of increases in sales on profitability. Changes in average selling prices demonstrate economic and competitive conditions, while incremental gross margin and changes in direct production costs per ton shipped and tons produced per worked man hour are indicative of operating leverage and efficiency as well as economic conditions.

Cement Industry Considerations

Cement is the basic binding agent for concrete, a primary construction material. The principal raw material used in the production of cement is calcium carbonate in the form of limestone. The Corporation owns more than 600 million tons of limestone reserves adjacent to its two cement production plants in Texas.

Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and in the railroad, utility and environmental industries. Consequently, the cement industry is cyclical and dependent on the strength of the construction sector.

Energy, including electricity and fossil fuels, accounts for approximately one-third of the cement production cost profile. Therefore, profitability of the Cement business is affected by changes in energy prices and the availability of the supply of these products. The Corporation currently has fixed-price supply contracts for coal and diesel fuel but also consumes natural gas, alternative fuel and petroleum coke. Further, profitability of the Cement business is also subject to kiln maintenance. This

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

process typically requires a plant to be shut down periodically of as repairs are made. In 2015, the Cement business incurred kiln maintenance shutdown related costs of $26.0 million.

The Texas plants operated an average of 70% utilization in 2015. The Portland Cement Association (“PCA”) forecasts a 2.5% increase in demand in Texas in 2016 over 2015. The Cement business’ leadership, in collaboration with the aggregates and ready mixed concrete teams, have developed strategic plans regarding interplant efficiencies, as well as tactical plans addressing plant utilization and efficiency and a road map for significantly improved profitability for 2016 and beyond. In 2015, the Corporation shipped 4.6 million tons of cement; 3.7 million tons to external customers in 13 states and Mexico and 0.9 million tons for internal use. Of this amount, 1.1 million tons (376,000 in the first quarter, 367,000 in the second quarter and 328,000 in the third quarter) were shipped from the California cement plant prior to its divestiture on September 30, 2015.

Magnesia Specialties Considerations

The Corporation, through its Magnesia Specialties segment, produces and sells dolomitic lime and magnesia-based chemicals. In 2015, this segment achieved net sales, gross profit and earnings from operations of $227.5 million, $78.7 million and $68.9 million, respectively. Net sales decreased 3.6%, reflecting declines in the chemicals and dolomitic lime product lines. The dolomitic lime business, which represented 32% of Magnesia Specialties’ 2015 net sales, is dependent on the steel industry and operating results are affected by cyclical changes in that industry. The dolomitic lime business runs most profitably at 70% or greater steel capacity utilization; domestic capacity utilization averaged 70% in 2015. The chemical products business focuses on higher-margin specialty chemicals that can be produced at volumes that support efficient operations.

A significant portion of costs related to the production of dolomitic lime and magnesia chemical products is of a fixed or semi-fixed nature. The production of dolomitic lime and certain magnesia chemical products also requires the use of natural gas, coal and petroleum coke. Therefore, fluctuations in their pricing directly affect operating results. The Corporation has entered into fixed-price supply contracts for natural gas, coal and petroleum coke to help mitigate this risk. During 2015, the Corporation’s average cost per MCF (thousand cubic feet) for natural gas decreased 28% from 2014.

Cash Flow Considerations

The Corporation’s cash flows are generated primarily from operations. Operating cash flows generally fund working capital needs, capital expenditures, debt repayments, dividends, share repurchases and smaller acquisitions. The Corporation has a $600 million credit agreement (the “Credit Agreement”) with a syndicate of banks. The Credit Agreement provides a $350 million five-year senior unsecured revolving facility (the “Revolving Facility”) and a $250 million senior unsecured term loan (the “Term Loan Facility”). The Corporation also has a $250 million trade receivable securitization facility (the “Trade Receivable Facility”).

During 2015, the Corporation made net repayments of long-term debt of $14.7 million. Additionally, during 2015, the Corporation invested $318.2 million in capital expenditures, paid $107.5 million in dividends, repurchased $520.0 million of its common stock and made pension plan contributions of $54.0 million.

Cash and cash equivalents on hand of $168.4 million at December 31, 2015, along with the Corporation’s projected internal cash flows and its available financing resources, including access to debt and equity markets, as needed, is expected to continue to be sufficient to provide the capital resources necessary to:

 

   

Support anticipated operating needs;

   

Cover debt service requirements;

   

Satisfy non-cancelable agreements;

   

Meet capital expenditures and discretionary investment needs;

   

Fund certain acquisition opportunities that may arise; and

   

Allow for the payment of sustainable dividends and share repurchases.

At December 31, 2015, the Corporation had unused borrowing capacity of $347.5 million under its Revolving Facility and $250.0 million under its Trade Receivable Facility, subject to complying with its leverage covenant when applicable.

The Corporation’s ability to borrow funds or issue securities is dependent upon, among other things, prevailing economic, financial and market conditions. As of December 31, 2015, the Corporation had principal indebtedness of $1.573 billion and future minimum lease and mineral and other royalty commitments for all non-cancelable agreements of $389.1 million. The Corporation’s ability to generate sufficient cash flow depends on

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting its consolidated operations, many of which are beyond the Corporation’s control. If the Corporation is unable to generate sufficient cash flow from operations in the future to satisfy its financial obligations, it may be required, among other things, to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of its indebtedness; to further reduce or delay planned capital or operating expenditures; and/or to suspend or reduce the amount of the cash dividend to shareholders and share repurchases.

An increase in leverage could lead to deterioration in the Corporation’s credit ratings. A reduction in its credit ratings, regardless of the cause, could limit the Corporation’s ability to obtain additional financing and/or increase its cost of obtaining financing.

 

FINANCIAL OVERVIEW

Highlights of 2015 Financial Performance

(all comparisons are versus 2014)

 

                                                                                  

 

    Adjusted earnings per diluted share of $4.50 compared with $3.74

 

    Consolidated EBITDA of $750.7 million; adjusted EBITDA of $766.6 million

 

    Consolidated net sales of $3.27 billion compared with $2.68 billion, an increase of 22%

 

    Aggregates product line volume increase of 7.1%; aggregates product line pricing increase of 8.0%
  Heritage aggregates product line volume increase of 2.1%; heritage aggregates product line pricing increase of 7.3%

 

    Aggregates-related downstream businesses net sales of $879.3 million and gross profit of $78.7 million

 

    Cement business net sales of $367.6 million, gross profit of $103.5 million, EBITDA of $101.5 million and adjusted EBITDA of $130.5 million

 

    Magnesia Specialties net sales of $227.5 million and gross profit of $78.7 million

 

    Heritage consolidated gross margin (excluding freight and delivery revenues) of 24.5%, up 350 basis points

 

    Selling, general and administrative expenses (“SG&A Expenses”) 6.7% of net sales

 

    Consolidated earnings from operations of $479.4 million compared with $314.9 million, a 52% increase

Results of Operations

The discussion and analysis that follow reflect management’s assessment of the financial condition and results of operations of the Corporation and should be read in conjunction with the audited consolidated financial statements on pages 12 through 41. As discussed in more detail herein, the Corporation’s operating results are highly dependent upon activity within the construction marketplace, economic cycles within the public and private business sectors and seasonal and other weather-related conditions. In 2015, Texas and Oklahoma each had its wettest year and the nation as a whole had its third wettest year in NOAA’s recorded history of 121 years. Net sales, production and cost structure were adversely affected by the significant precipitation. Accordingly, the financial results for any year, and notably 2015, or year-to-year comparisons of reported results, may not be indicative of future operating results.

The Corporation’s Aggregates business generated 82% of consolidated net sales and the majority of consolidated operating earnings during 2015. Furthermore, management presents certain key performance indicators for the Aggregates business. The following comparative analysis and discussion should be read within these contexts. Further, sensitivity analysis and certain other data are provided to enhance the reader’s understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and are not intended to be indicative of management’s judgment of materiality.

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

The Corporation’s consolidated operating results and operating results as a percentage of net sales are as follows:

 

years ended December 31

(add 000, except for % of net sales)

   2015      % of
Net Sales
           2014      % of
Net Sales
           2013      % of
Net Sales
 

Net sales

   $ 3,268,116         100.0%          $   2,679,095         100.0%          $   1,943,218         100.0%   

Freight and delivery revenues

     271,454                       278,856                       212,333            

Total revenues

     3,539,570                       2,957,951                       2,155,551            

Cost of sales

     2,546,349         77.9               2,156,735         80.5               1,579,261         81.3      

Freight and delivery costs

     271,454                       278,856                       212,333            

Total cost of revenues

     2,817,803                       2,435,591                       1,791,594            

Gross profit

     721,767         22.1               522,360         19.5               363,957         18.7      

Selling, general and administrative expenses

     218,234         6.7               169,245         6.3               150,091         7.7      

Acquisition related expenses, net

     8,464         0.3               42,891         1.6               671         –      

Other operating expenses and (income), net

     15,653         0.5                 (4,649)         (0.2)                (4,793)         (0.2)     

Earnings from operations

     479,416         14.7               314,873         11.8               217,988         11.2      

Interest expense

     76,287         2.3               66,057         2.5               53,467         2.8      

Other nonoperating (income) and expenses, net

     (10,672)         –                 (362)         –                 295         –      

Earnings from continuing operations before taxes on income

     413,801         12.7               249,178         9.3               164,226         8.5      

Taxes on income

     124,863         3.8                 94,847         3.5                 44,045         2.3      

Earnings from continuing operations

     288,938         8.8               154,331         5.8               120,181         6.2      

Loss on discontinued operations, net of taxes

             –                 (37)         –                 (749)         –      

Consolidated net earnings

     288,938         8.8               154,294         5.8               119,432         6.1      

Less: Net earnings (loss) attributable to noncontrolling interests

     146         –                 (1,307)         –                 (1,905)         (0.1)     

Net Earnings Attributable to Martin Marietta

   $ 288,792         8.8%            $ 155,601         5.8%            $ 121,337         6.2%   

 

The comparative analysis in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on net sales and cost of sales. However, gross margin as a percentage of net sales and operating margin as a percentage of net sales represent non-GAAP measures. The Corporation presents these ratios based on net sales, as it is consistent with the basis by which management reviews the Corporation’s operating results. Further, management believes it is consistent with the basis by which investors analyze the Corporation’s operating results given that freight and delivery revenues and costs represent pass-throughs and have no profit mark-up. Gross margin and operating margin calculated as percentages of total revenues represent the most directly comparable financial measures calculated in accordance with generally accepted accounting principles (“GAAP”).

EBITDA is a widely accepted financial indicator of a company’s ability to service and/or incur indebtedness. EBITDA and adjusted EBITDA are not defined by GAAP and, as such, should not be construed as alternatives to net earnings or operating cash flow.

Adjusted consolidated earnings from operations, adjusted net earnings and adjusted earnings per diluted share (“Adjusted EPS”) are non-GAAP measures which exclude the impact of TXI acquisition-related expenses, net; the impact of the markup of acquired inventory to fair value; and the gain or loss on business divestitures. The Corporation presents these measures to allow investors to analyze and forecast the Corporation’s operating results given that these costs do not reflect the ongoing cost of its operations.

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

The following tables present (i) the calculations of gross margin and operating margin in accordance with GAAP and reconciliations of the ratios as percentages of total revenues to percentages of net sales; (ii) a reconciliation of net earnings attributable to Martin Marietta to consolidated EBITDA and adjusted consolidated EBITDA; (iii) a reconciliation of the Cement business pretax earnings to EBITDA and adjusted EBITDA; and (iv) the reconciliations of adjusted consolidated earnings from operations, adjusted net earnings and adjusted EPS to the nearest measures in accordance with GAAP:

Consolidated Gross Margin in Accordance with GAAP

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013    

 

 

Gross profit

  $ 721,767      $ 522,360      $ 363,957     
 

 

 

 

Total revenues

  $  3,539,570      $  2,957,951      $  2,155,551     
 

 

 

 

Gross margin

    20.4%        17.7%        16.9%     
 

 

 

 

Consolidated Gross Margin

(Excluding Freight and Delivery Revenues)

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013    

 

 

Gross profit

  $ 721,767      $ 522,360      $ 363,957     
 

 

 

 

Total revenues

  $ 3,539,570      $ 2,957,951      $ 2,155,551     

Less: Freight and delivery revenues

    (271,454)        (278,856)        (212,333)     
 

 

 

 

Net sales

  $  3,268,116      $  2,679,095      $  1,943,218     
 

 

 

 

Gross margin (excluding freight and delivery revenues)

    22.1%        19.5%        18.7%     
 

 

 

 

Consolidated Heritage Business Gross

Margin in Accordance with GAAP

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013    

 

 

Gross profit

  $ 568,064      $ 454,626      $ 363,957     
 

 

 

 

Total revenues

  $  2,543,732      $  2,418,890      $  2,155,551     
 

 

 

 

Gross margin

    22.3%        18.8%        16.9%     
 

 

 

 

Consolidated Heritage Business Gross Margin

(Excluding Freight and Delivery Revenues)

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013    

 

 

Gross profit

  $ 568,064      $ 454,626      $ 363,957     
 

 

 

 

Total revenues

  $  2,543,732      $  2,418,890      $  2,155,551     

Less: Freight and delivery revenues

    (225,705)        (251,373)        (212,333)     
 

 

 

 

Net sales

  $ 2,318,027      $ 2,167,517      $ 1,943,218     
 

 

 

 

Gross margin (excluding freight and delivery revenues)

    24.5%        21.0%        18.7%     
 

 

 

 

Consolidated Operating Margin in Accordance with GAAP

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013    

 

 

Earnings from operations

  $ 479,416      $ 314,873      $ 217,988     
 

 

 

 

Total revenues

  $ 3,539,570      $ 2,957,951      $ 2,155,551     
 

 

 

 

Operating margin

    13.5%        10.6%        10.1%     
 

 

 

 

Consolidated Operating Margin

(Excluding Freight and Delivery Revenues)

 

years ended December 31

(add 000, except margin %)

  2015     2014     2013  

 

 

Earnings from operations

  $ 479,416      $ 314,873        217,988   
 

 

 

 

Total revenues

  $ 3,539,570      $ 2,957,951      $ 2,155,551   

Less: Freight and delivery revenues

    (271,454)        (278,856)        (212,333)   
 

 

 

 

Net sales

  $ 3,268,116      $ 2,679,095      $ 1,943,218   
 

 

 

 

Operating margin (excluding freight and delivery revenues)

    14.7%        11.8%        11.2%   
 

 

 

 

Consolidated EBITDA and Adjusted Consolidated EBITDA

 

year ended December 31

(add 000)

   2015  

Net earnings attributable to Martin Marietta

   $ 288,792   

Add back:

  

Interest expense

     76,287   

Income tax expense for controlling interests

     124,793   

Depreciation, depletion and amortization expense

     260,836   

Consolidated EBITDA

   $ 750,708   

Add back:

  

Loss on sale of California cement operations

     29,063   

Less:

  

Gain on sale of San Antonio asphalt operations

     (13,123

Adjusted consolidated EBITDA

   $     766,648   

Cement EBITDA and Adjusted Cement EBITDA

 

year ended December 31

(add 000)

   2015  

Pretax earnings

   $ 47,770   

Add back:

  

Interest expense

     97   

Depreciation, depletion and amortization expense

     53,608   

EBITDA

   $     101,475   

Add back:

  

Loss on sale of California cement operations

     29,063   

Adjusted cement EBITDA

   $ 130,538   
 

 

Martin Marietta  |  Page 51


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Adjusted Earnings from Operations

 

years ended December 31

(add 000)

   2015     2014  

Earnings from operations in accordance with generally accepted accounting principles

   $     479,416      $     314,873   

Add back:

    

Loss on the sale of California cement operations

     29,063          

Impact of selling acquired inventory due to markup to fair value

            11,124   

TXI acquisition-related expenses, net

            42,689   

Less:

    

Gain on the sale of San Antonio asphalt operations

     (13,123       

Adjusted earnings from operations

   $ 495,356      $ 368,686   

 

Adjusted Net Earnings

 

  

years ended December 31

(add 000)

   2015     2014  

Net earnings in accordance with generally accepted accounting principles

   $     288,792      $ 155,601   

Add back:

    

Loss on sale of California cement operations

     20,446          

TXI acquisition-related expenses, net

            42,689   

Impact of selling acquired inventory due to markup to fair value

            11,124   

Income tax expense on acquisition-related expenses, net, and inventory markup

            4,977   

Less:

    

Gain on sale of San Antonio asphalt operations

     (6,668       

Adjusted net earnings

   $ 302,570      $ 214,391   

 

Adjusted Earnings Per Diluted Share

 

  

years ended December 31    2015     2014  

Earnings per diluted share in accordance with generally accepted accounting principles

   $ 4.29      $ 2.71   

Add back:

    

Loss on sale of California cement operations

     0.31          

Per diluted share impact of TXI acquisition-related expenses, net

            0.91   

Per diluted share impact of selling acquired inventory due to markup to fair value

            0.12   

Less:

    

Gain on sale of San Antonio asphalt operations

     (0.10       

Adjusted earnings per diluted share

   $ 4.50      $ 3.74   

Net Sales

Net sales1 by reportable segment are as follows:

years ended December 31

(add 000)    2015      2014      2013  

Heritage:

        

Mid-America Group

   $ 849,215       $ 770,568       $ 720,007   

Southeast Group

     285,302         254,986         226,437   

West Group

     956,002         905,856         771,133   

Total Heritage Aggregates Business

     2,090,519         1,931,410         1,717,577   

Magnesia Specialties

     227,508         236,106         225,641   

Total Heritage Consolidated

     2,318,027         2,167,516         1,943,218   

Acquisitions:

        

Aggregates Business:

        

Mid-America Group

     2,639                   

West Group

     579,846         302,023           

Cement

     367,604         209,556           

Total Acquisitions

     950,089         511,579           

Total

   $   3,268,116       $   2,679,095       $   1,943,218   

1 Reflect the elimination of intersegment sales.

 

 

Martin Marietta  |  Page 52


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Net sales by product line for the Aggregates business are as follows:

 

years ended December 31

(add 000)

  2015     2014     2013  

Heritage:

     

Aggregates

  $ 1,642,842      $ 1,502,476      $ 1,347,486   

Asphalt

    64,943        76,278        66,216   

Ready Mixed Concrete

    224,121        196,042        146,079   

Road Paving

    158,613        156,614        157,796   

Total Heritage
Aggregates Business

    2,090,519        1,931,410        1,717,577   

Acquisitions:

     

Aggregates

    150,818        67,546          

Ready Mixed Concrete

    431,667        234,477          

Total Acquisitions

    582,485        302,023          

Total Aggregates Business1

  $ 2,673,004      $ 2,233,433      $ 1,717,577   

1Net sales reflect the elimination of inter-product line sales.

The decline in the asphalt product line is due primarily to the sale of asphalt operations in Arkansas in 2014, which accounted for $7.8 million of net sales, and the sale of the San Antonio asphalt operations in the fourth quarter of 2015.

Aggregates Product Line. Heritage aggregates operations exclude acquisitions that were not included in prior-year operations for a full year. The legacy TXI operations, which the Corporation acquired in July 2014, are reported in acquisitions.

Heritage and total aggregates product line average selling price increases are as follows:

 

years ended December 31    2015      2014      2013  

Mid-America Group

     4.7%         3.8%         3.0%   

Southeast Group

     5.4%         6.4%         1.4%   

West Group

     10.8%         5.1%         4.0%   

Heritage Aggregates Operations

     7.3%         4.1%         3.0%   

Aggregates Product Line

     8.0%         4.5%         3.0%   

The following presents the average selling price per ton for the heritage aggregates product line and the acquired operations:

 

years ended December 31    2015      2014      2013  

Heritage

   $ 11.88       $ 11.07       $ 10.63   

Acquisitions

   $ 13.12       $ 11.96       $   

In 2015, the average selling price increase exceeded the Corporation’s average for the ten- and twenty-year periods ended December 31, 2015 of 4.8% and 3.9%, respectively. The higher selling price increase reflects the supply

and demand dynamics in the Corporation’s markets. Direct comparisons between heritage and acquisitions average selling price can be misleading. The average selling price for the acquired aggregates product line of $13.12 reflects a higher mix of products shipped via rail distribution yards, coupled with sand and gravel shipments, which are higher priced products in those particular markets. Product mix for acquired locations is substantially different from the heritage aggregates product line mix. Average selling price increases in 2014 were in line with historical averages. Pricing variances for the aggregates product line in 2013 reflected price increases, partially offset with the impact of product mix.

The following presents heritage and total aggregates product line shipments for each reportable segment of the Aggregates business:

 

years ended December 31

Tons (add 000)

   2015      2014      2013  

Heritage Aggregates Product Line:

        

Mid-America Group

     68,324         64,959         62,982   

Southeast Group

     19,479         18,289         17,250   

West Group

     53,212         54,873         48,201   

Heritage Aggregates Operations

     141,015         138,121         128,433   

Acquisitions

     15,407         7,929           

Aggregates Product Line

     156,422         146,050         128,433   

For 2014, West Group shipments include 2,301,000 tons from operations divested in the third quarter 2014 in connection with the TXI acquisition.

Aggregates product line includes shipments sold externally to customers and tons used in other product lines as follows:

 

years ended December 31

Tons (add 000)

   2015      2014      2013  

Heritage Aggregates Product Line:

        

Tons to external customers

     135,497         132,523         123,792   

Internal tons used in other product lines

     5,518         5,598         4,641   

Total heritage aggregates tons

     141,015         138,121         128,433   

Acquisitions:

        

Tons to external customers

     11,700         5,699           

Internal tons used in other product lines

     3,707         2,230           

Total acquisition aggregates tons

     15,407         7,929           
 

 

Martin Marietta  |  Page 53


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Heritage aggregates product line shipments increased 2.1% in 2015 compared with 2014, despite the impact of historic levels of rainfall in many of the Corporation’s markets. Growth was achieved in the infrastructure, commercial component of nonresidential and residential markets, partially offset by a reduction in energy-sector shipments, notably for shale exploration. Heritage aggregates product line shipments in 2014 increased 7.5% compared with 2013. Private construction led the growth with the residential market increasing 12.4% and the nonresidential market increasing 8.6%. Shipments to the infrastructure market in 2014 increased 6.2%, with notable growth in Texas and Colorado.

Heritage and total aggregates product line volume variance by reportable segment is as follows:

 

years ended December 31    2015     2014      2013  

Mid-America Group

     5.2%        3.1%         0.3%   

Southeast Group

     6.5%        6.0%         (1.7%

West Group

     (3.0%     13.8%         0.5%   

Heritage Aggregates Operations

     2.1%        7.5%         0.1%   

Total Aggregates Product Line

     7.1%        13.7%         0.1%   

Aggregates product line shipment variances in 2015 for the Mid-America and Southeast Groups reflect the ongoing recovery in these markets, notably North Carolina, Georgia and Florida. The decline in the West Group is primarily due to the significant precipitation in Texas, Oklahoma and Colorado, which deferred certain shipments to future periods. As previously discussed, the West Group decline in 2015 was also impacted by the divestiture of the North Troy quarry and two rail yards, which were sold in the third quarter of 2014.

Aggregates product line shipments in 2014 increased in each group as construction activity across most of the nation was recovering from the Great Recession. The West Group experienced the highest rate of growth, as recovery in the western United States outpaced the eastern part of the country. Additionally, 2014 shipments in the West Group reflected the strength of the state Department of Transportation budgets in Texas and Colorado. The Southeast Group was recovering from historically low shipment levels. Growth in 2014 was most significant in the nonresidential market and coincided with employment gains in Florida and Georgia.

Aggregates-Related Downstream Operations. The Corporation’s aggregates-related downstream operations include asphalt, ready mixed concrete and road paving businesses in Arkansas, Colorado, Louisiana, Texas and Wyoming.

Average selling prices by product line for the Corporation’s aggregates-related downstream operations are as follows:

 

years ended December 31    2015      2014      2013  

Heritage:

        

Asphalt - tons

   $ 42.57       $ 41.26       $ 42.09   

Ready Mixed Concrete

        

- cubic yards

   $ 102.20       $ 93.27       $ 83.73   

Acquisition:

        

Ready Mixed Concrete

        

- cubic yards

   $ 93.52       $ 84.53           

Unit shipments by product line for the Corporation’s aggregates-related downstream operations are as follows:

 

years ended December 31

Tons (add 000)

   2015      2014      2013  

Asphalt Product Line:

        

Tons to external customers

     1,220         1,508         1,361   

Internal tons used in road paving business

     1,697         1,807         1,728   

Total asphalt tons

     2,917         3,315         3,089   

Heritage Ready Mixed Concrete

        

– cubic yards

     2,133         2,033         1,742   

Acquisition Ready Mixed Concrete

        

– cubic yards

     4,574         2,746           

Cement. The Cement segment was acquired on July 1, 2014 and included two plants in Texas, one plant in Southern California and seven distribution terminals. On September 30, 2015, the Corporation divested its California cement operations, which included the plant and two cement terminals and contributed $98.3 million of net sales for the nine month period then ended. The total Cement business shipped 3.7 million tons of cement to external customers in 2015 (the California operations accounted for 1.1 million tons) and also used 0.9 million tons in the production of ready mixed concrete products. Net sales for the Cement business, which reflects the elimination of intersegment sales, benefitted from the strength of the Texas market and were $367.6 million in 2015. The business achieved a 10.2% increase in average selling price, which reflects the Corporation’s leading market position.

 

 

Martin Marietta  |  Page 54


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Net sales for the second half of 2014 were $209.6 million, of which $68 million related to the California cement operations.

Magnesia Specialties. Magnesia Specialties’ 2015 net sales of $227.5 million declined 3.6% compared with 2014. The reduction reflects a decrease in both the chemicals and dolomitic lime product lines. Net sales were impacted by lower domestic steel production, which was down 9% versus 2014.

2014 net sales grew 4.6%, attributable to an increase in the chemicals product line.

Freight and Delivery Revenues and Costs

Freight and delivery revenues and costs represent pass-through transportation costs incurred when the Corporation arranges for a third-party carrier to deliver aggregates products to customers (see section Transportation Exposure on pages 69 through 71). These third-party freight costs are then billed to the customer.

Cost of Sales

Cost of sales increased 18.1% in 2015, attributable to the 22.0% increase in net sales. Aggregates product line direct production cost per ton shipped increased 1.1% compared with 2014. Significant precipitation hindered production volumes and negatively affected operating leverage and direct production cost per ton shipped. The Corporation’s production costs benefitted from low energy prices throughout the year. On average, the Corporation paid $2.05 per gallon of diesel fuel in 2015 compared with $3.02 in 2014. The 2015 cost per gallon reflects a fixed-price commitment for approximately 40% of the Corporation’s diesel consumption that went into effect on July 1, 2015. The price fixed in that agreement was higher than the spot rate for the remainder of the year.

Cost of sales increased 36.6%, on an absolute dollar basis, in 2014 compared with 2013 primarily due to increased shipments in the heritage aggregates business and the acquisition of TXI. Notably, 2014 heritage aggregates product line direct production cost per ton shipped increased only 1.0% over 2013, reflecting increased leverage and effective cost management.

Gross Profit

The Corporation increased its consolidated gross profit by $199.4 million in 2015 compared with 2014. The growth was driven by a full year of ownership of legacy TXI operations and pricing strength.

Improved aggregates product line volume and pricing, strong performance by the Magnesia Specialties business and the contribution from acquired businesses led to consolidated gross profit of $522.4 million, an improvement of $158.4 million, or 43.5%, in 2014 compared with 2013.

The following presents a rollforward of the Corporation’s consolidated gross profit:

 

years ended December 31             

(add 000)

     2015        2014   

Consolidated Gross Profit, prior year

   $ 522,360      $ 363,957   

Heritage Aggregates Product Line:

    

Pricing strength

     114,599        60,855   

Volume strength

     32,011        102,871   

Increase in production costs

     (53,624     (70,092

Decrease (increase) in internal freight costs

     3,756        (24,849

Decrease (increase) in other costs

     9,303        (6,860

Increase in Heritage Aggregates Product Line Gross Profit

     106,045        61,925   

Heritage aggregates-related downstream business

     24,433        22,912   

Acquired Aggregates business operations

     32,036        16,632   

Cement

     51,004        52,469   

Magnesia Specialties

     (5,862     891   

Corporate

     (8,249     3,574   

Increase in Consolidated Gross Profit

     199,407        158,403   

Consolidated Gross Profit, current year

   $ 721,767      $ 522,360   

Production costs for the heritage aggregates product line reflect the increase in production in response to higher demand.

Internal freight costs represent freight expenses to transport materials from a producing quarry to a distribution yard. These costs in 2015 were favorably affected by lower energy prices. The increase in these costs in 2014 reflects an increase in shipments being transported via rail.

The increase in the gross profit in 2015 for acquired aggregates business operations and cement is due to a full year of ownership and the negative impact on 2014 cost of sales from writing up acquired inventory to fair value at the TXI acquisition date.

 

 

Martin Marietta  |  Page 55


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Gross profit (loss) by business is as follows:

 

years ended December 31                   

(add 000)

     2015        2014        2013   

Heritage:

      

Aggregates

   $ 427,026      $ 320,979      $ 259,054   

Asphalt

     18,189        13,552        12,928   

Ready Mixed Concrete

     34,301        25,611        8,337   

Road Paving

     17,545        6,440        1,426   

Total Heritage Aggregates

      

Business

     497,061        366,582        281,745   

Magnesia Specialties

     78,732        84,594        83,703   

Corporate

     (7,729     3,449        (1,491

Total Heritage Consolidated

     568,064        454,625        363,957   

Acquisitions:

      

Aggregates

     40,027        3,114          

Ready Mixed Concrete

     8,641        13,518          

Cement

     103,473        52,469          

Corporate

     1,562        (1,366       

Total Acquisitions

     153,703        67,735          

Total

   $ 721,767      $ 522,360      $ 363,957   

During 2015, gross margin for the acquired ready mix operations was negatively affected by weather. Accordingly, the Corporation shipped fewer cubic yards of ready mixed concrete than was planned for 2015. By its nature, the ready mix business has inherently higher fixed costs, namely personnel, as compared to the Aggregates business, and was unable to reduce fixed costs in response to weather-deferred shipments.

Corporate gross (loss) profit includes depreciation on capitalized interest and unallocated operational expenses excluded from the Corporation’s evaluation of business segment performance. For 2015, the amount includes the variance between the contractual rate and the spot rate for diesel fuel under the fixed-price agreement. For 2014, the amount includes the settlement of a sales tax audit.

Consolidated gross margin (excluding freight and delivery revenues) was 22.1% for 2015, a 260-basis-point improvement over 2014. Notably, each of the reportable segments of the Aggregates business as well as the Cement business increased its gross margin, led by the 780-basis-point improvement in the Southeast Group. Consolidated gross margin (excluding freight and delivery revenues) for 2014 expanded 80 basis points compared with 2013 (see sections Analysis of Aggregates Business Gross Margin on pages 58 and 59 and Transportation Exposure on pages 69 through 71).

Gross profit (loss) by reportable segment for the Aggregates business is as follows:

years ended December 31                     

(add 000)

     2015         2014         2013   

Heritage Aggregates Business:

        

Mid-America Group

   $ 256,179       $ 216,883       $ 192,747   

Southeast Group

     34,197         10,653         (3,515

West Group

     206,685         139,046         92,513   

Total Heritage Aggregates

Business

     497,061         366,582         281,745   

Acquisitions:

        

Mid-America Group

     407                   

West Group

     48,261         16,632           

Total Aggregates Business 1

   $ 545,729       $ 383,214       $ 281,745   

1 Gross profit reflects the elimination of intersegment profit.

Gross margin (excluding freight and delivery revenues) by reportable segment is as follows:

years ended December 31

     2015         2014         2013   

Heritage:

        

Mid-America Group

     30.2%         28.1%         26.8%   

Southeast Group

     12.0%         4.2%         (1.6%)   

West Group

     21.6%         15.3%         12.0%   

Total Heritage Aggregates Business

     23.8%         19.0%         16.4%   

Magnesia Specialties

     34.6%         35.8%         37.1%   

Total Consolidated Heritage

     24.5%         21.0%         18.7%   

Acquisitions:

        

Mid-America Group

     15.3%                   

West Group

     8.3%         5.5%           

Cement

     28.1%         25.0%           

Total Acquisitions

     16.2%         13.2%           

Consolidated

     22.1%         19.5%         18.7%   

Gross margin (excluding freight and delivery revenues) improvement for the heritage aggregates business reflects volume and pricing increases in the aggregates and ready mixed concrete product lines and the increased leverage provided by higher shipment levels.

Magnesia Specialties business’ 2015 gross margin (excluding freight and delivery revenues) was negatively affected by lower sales volumes which reduced operating leverage. The business’ 2014 gross margin (excluding freight and delivery revenues) reflects higher natural gas costs.

The 2015 gross margin (excluding freight and delivery revenues) for acquired operations increased over 2014 due to integration benefits, pricing increases and the impact of the one-time $12.1 million markup of acquired inventory to fair value at the TXI acquisition date in 2014.

 

 

Martin Marietta  |  Page 56


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Selling, General and Administrative Expenses

SG&A expenses for 2015 were 6.7% of net sales, an increase of 40 basis points, which reflects higher pension expense and the impact of net sales delayed by weather. 2014 SG&A expenses as a percentage of net sales decreased 140 basis points compared with 2013, driven by lower pension expense and the rate of growth in net sales outpacing the increase in SG&A expenses.

Acquisition-Related Expenses, Net

The Corporation incurred business development and acquisition integration costs (collectively “acquisition-related expenses, net”) as part of its strategic growth plan. In 2015, these costs were principally TXI integration costs. In 2014, acquisition-related expenses, net, were related to the consummation of the TXI transaction and also included a nonrecurring $42.7 million gain on a divestiture required by the Department of Justice as a result of the TXI acquisition.

Other Operating Expenses and (Income), Net

Among other items, other operating income and expenses, net, include gains and losses on the sale of assets; gains and losses related to certain customer accounts receivable; rental, royalty and services income; accretion expense, depreciation expense, and gains and losses related to asset retirement obligations; and research and development costs. These net amounts represented an expense of $15.7 million in 2015 and income of $4.6 million and $4.8 million in 2014 and 2013, respectively. The net expense for 2015 reflects a $29.1 million loss on the sale of the California cement operations partially offset by a $13.1 million gain on the sale of the San Antonio asphalt operations.

Earnings from Operations

Consolidated earnings from operations were $479.4 million in 2015 compared with $314.9 million in the prior year. Excluding the loss on the sale of the California cement operations and the gain on the sale of the San Antonio asphalt operations, adjusted consolidated earnings from operations for 2015 were $495.4 million. This is a $126.7 million improvement over adjusted consolidated earnings from operations for 2014 of $368.7 million, which excludes TXI acquisition-related expenses, net, and the one-time markup of acquired inventory. Consolidated earnings from operations were $218.0 million in 2013.

Interest Expense

Interest expense of $76.3 million in 2015 increased $10.2 million over 2014, attributable to the assumed and refinanced $700 million of TXI-related debt being outstanding for a full year in 2015 versus only 6 months in 2014. Interest expense of $66.1 million in 2014 increased $12.6 million over 2013 due to the TXI-related debt.

Other Nonoperating (Income) and Expenses, Net

Other nonoperating income and expenses, net, are comprised generally of interest income, foreign currency transaction gains and losses, and net equity earnings from nonconsolidated investments. Consolidated other nonoperating income and expenses, net, was income of $10.7 million and $0.4 million in 2015 and 2014, respectively, and an expense of $0.3 million in 2013. The higher income in 2015 was primarily due to increased earnings from nonconsolidated investments.

Taxes on Income

Variances in the estimated effective income tax rates, when compared with the federal corporate tax rate of 35%, are due primarily to the statutory depletion deduction for mineral reserves, the effect of state income taxes, the domestic production deduction, the tax effect of nondeductibility of goodwill related to divestitures of businesses and the impact of foreign income or losses for which no tax benefit is recognized. Additionally, certain acquisition-related expenses have limited deductibility for income tax purposes.

The permanent benefit associated with the statutory depletion deduction for mineral reserves is typically the significant driver of the estimated effective income tax rate. The statutory depletion deduction is calculated as a percentage of sales subject to certain limitations. Due to these limitations, changes in sales volumes and pretax earnings may not proportionately affect the statutory depletion deduction and the corresponding impact on the effective income tax rate on continuing operations. However, the impact of the depletion deduction on the estimated effective tax rate is inversely affected by increases or decreases in pretax earnings.

The estimated effective income tax rates for discontinued operations reflect the tax effects of individual operations’ transactions and are not indicative of the Corporation’s overall effective income tax rate.

 

 

Martin Marietta  |  Page 57


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

The Corporation’s estimated effective income tax rate for continuing operations and overall for the years ended December 31 are as follows:

2015

   30.2%

2014

   38.1%

2013

   26.8%

For 2014, the effective income tax rate for full-year 2014 was 38.1%, which is higher than the Corporation’s historical rate. The estimated effective income tax rate, excluding the TXI transaction effects, would have been 30%. The rate increase reflects the tax impact of the TXI transaction, including the limited deductibility of certain acquisition-related expenses and the nondeductibility of goodwill written off as part of the required divestiture. These factors were partially offset by the income tax benefits resulting from the exercise of converted stock awards issued to former TXI personnel.

In August 2013, the Corporation filed the required amended returns and paid the taxes due to settle the Advance Pricing Agreements (“APA”) it has with Canada that increased the sales price charged for intercompany shipments from Canada to the United States during the years 2005 through 2011. The Corporation also filed amended returns in the United States for the years 2005 through 2011 to request the compensating refunds allowed pursuant to the corresponding APA with the United States. The effects of the APA increased the consolidated overall estimated effective income tax rate by 90 basis points for the year ended December 31, 2013.

In its third quarter filing on Form 10-Q, dated November 5, 2015, the Corporation estimated that it would fully utilize all of its federal net operating loss carryforwards in 2015. However, in December, the U.S. Congress extended bonus depreciation rules, allowing companies to accelerate tax depreciation deductions and thereby reduce taxable income. This reduced the estimated utilization of the net operating loss carryforwards in 2015 and resulted in a federal net operating loss carryforward balance at year end.

Net Earnings Attributable to Martin Marietta and Earnings Per Diluted Share

Net earnings attributable to Martin Marietta were $288.8 million, or $4.29 per diluted share. Excluding the loss on the sale of the California cement operations and the gain on the sale of the San Antonio asphalt operations, adjusted

earnings per diluted share were $4.50. For 2014, net earnings attributable to Martin Marietta were $155.6 million, or $2.71 per diluted share. Excluding the impact of acquisition-related expenses, net, and the increase in cost of sales for acquired inventory, adjusted earnings per diluted share were $3.74, an increase of 43.3% over 2013. Net earnings attributable to Martin Marietta in 2013 were $121.3 million, or $2.61 per diluted share.

Analysis of Aggregates Business Gross Margin

 

Heritage Aggregates business 2015 gross margin (excluding freight and delivery revenues) reflects

•   a 480-basis point expansion from 2014; and

•   a 240-basis point negative impact from internal freight

Gross margin (excluding freight and delivery revenues) for the heritage Aggregates business for the years ended December 31 was as follows:

2015

   23.8%

2014

   19.0%

2013

   16.4%

The Aggregates business’ operating leverage for the aggregates product line is substantial given its significant amount of fixed costs. The lean cost structure, coupled with continued aggregates volume recovery, particularly in the eastern United States, and pricing increases, provides a significant opportunity to increase margins for the aggregates product line in the future. Management estimates that, subject to certain factors, including volume growth across the entire enterprise particularly in the southeastern United States, the aggregates product line can earn $0.60 of additional gross profit with each incremental $1 of sales over an estimated additional 40 million tons of shipments.

Aggregates-related downstream operations, which are included in the West Group, accounted for 33% of the Aggregates business’ net sales in 2015. Market dynamics for these operations are highly competitive. In cyclical trough periods, average selling prices for these product lines generally decline. Furthermore, aggregates-related downstream operations consume significant amounts of high-cost raw materials, namely, liquid asphalt and cement, for the production of hot mix asphalt and ready mixed concrete, respectively.

 

 

Martin Marietta  |  Page 58


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Gross margins (excluding freight and delivery revenues) for the Aggregates business’ asphalt and ready mixed concrete product lines typically range from 10% to 15% as compared with the aggregates product line gross margin (excluding freight and delivery revenues), which generally ranges from 25% to 30%. The road paving product line typically yields a gross margin (excluding freight and delivery revenues) ranging from 5% to 7%. The overall aggregates-related downstream operations’ gross margin (excluding freight and delivery revenues) was 8.9% for 2015 and 2014.

The long-haul distribution network, which includes water and rail distribution yards, continues to be a key component of the Corporation’s strategic growth plan. Most of this activity is located in areas of the Southeast and West Groups that generally lack a long-term indigenous supply of coarse aggregates but exhibit above-average growth characteristics driven by long-term population trends, including growth and density. Transportation freight costs from the production site to the distribution yards are included in the delivered price of aggregates products and reflected in the pricing structure at the distribution yards. Sales from rail and water distribution yards generally yield lower gross margins (excluding freight and delivery revenues) as compared with sales directly from quarry operations. Nonetheless, management expects that the distribution network currently in place will provide the Corporation solid growth opportunities, and gross margin (excluding freight and delivery revenues) should continue to improve, subject to the economic environment and other of the Corporation’s risk factors (see Aggregates Industry and Corporation Risks on pages 61 through 76). In 2015, 24.3 million tons of aggregates were sold from distribution yards. Results from these distribution operations reduced the Aggregates business’ gross margin (excluding freight and delivery revenues) by 240 basis points. In 2014 and 2013, the impact of internal freight on the Aggregates business’ gross margin (excluding freight and delivery revenues) was comparable.

The Aggregates business’ gross margin (excluding freight and delivery revenues) will continue to be adversely affected by lower gross margins for aggregates-related downstream operations and the long-haul distribution network. However, the Corporation expects gross margin (excluding freight and delivery revenues) for the legacy TXI ready mixed concrete product line to improve, similar to the pattern experienced at the Colorado operations acquired in 2011.

BUSINESS ENVIRONMENT

The sections on Business Environment on pages 59 through 76, and the disclosures therein, provide a synopsis of the business environment trends and risks facing the Corporation. However, no single trend or risk stands alone. The relationship between trends and risks is dynamic, and the economic climate can exacerbate this relationship. This discussion should be read in this context.

Aggregates and Cement Industries and

Corporation Trends

 

•  According to the U.S. Geological Survey, for the third quarter 2015, the latest available data, estimated construction aggregates consumption increased 4% and estimated cement consumption increased 3% compared with the third quarter 2014

•  Spending statistics, from 2014 to 2015, according to U.S. Census Bureau:

–  Total value of construction put in place increased 10.5%

–  Public-works construction spending increased 5.6%

–  Private nonresidential construction market spending increased 12.0%

–  Private residential construction market spending increased 12.6%

The Corporation’s principal business, the Aggregates business, as well as the Cement business, serve customers in construction aggregates-related markets. These businesses are strongly affected by activity within the construction marketplace, which is cyclical in nature. Consequently, the Corporation’s profitability is sensitive to national, regional and local economic conditions and especially to cyclical swings in construction spending. The cyclical swings in construction spending are in turn affected by fluctuations in interest rates, access to capital markets, levels of public-sector infrastructure funding, and demographic, geographic and population dynamics. Per the U.S. Census Bureau, total construction spending increased 10.5% in 2015.

The Aggregates and Cement businesses sell products principally to contractors in connection with highway and other public infrastructure projects as well as nonresidential and residential development. While construction spending in the public and private market sectors is affected by economic cycles, the historic level of spending on public infrastructure projects has been comparatively more stable as governmental appropriations and expenditures are typically less interest rate-sensitive

 

 

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than private-sector spending. Obligation of federal funds is a leading indicator of highway construction activity in the United States. Before a state or local department of transportation can solicit bids on an eligible construction project, it enters into an agreement with the Federal Highway Administration to obligate the federal government to pay its share of the project cost. Federal obligations are subject to annual funding appropriations by Congress. Although federal funding was relatively flat in 2015, the total value of public-works spending across the United States increased, demonstrating the commitment of many states to address the underlying demand for infrastructure investment. Management believes public-works projects have historically accounted for approximately 50% of the total annual aggregates and cement consumption in the United States. Management believes exposure to fluctuations in nonresidential and residential, or private-sector, construction spending is lessened by the business’ mix of public sector-related shipments. However, due to the significant length of time without a multi-year federal highway bill (prior to the passage of FAST Act), private construction became a larger percentage of overall construction investment. Consistent with this trend, the infrastructure market accounted for approximately 42% of the Corporation’s heritage aggregates product line shipments in 2015.

The nonresidential construction market accounted for approximately 31% of the Corporation’s heritage aggregates product line shipments

 

LOGO

in 2015. According to the U.S. Census Bureau, spending for the private nonresidential construction market increased in 2015 compared with 2014. Historically, half of the Corporation’s nonresidential construction shipments have been used for office and retail projects, while the remainder has been used for heavy industrial and capacity-related projects. Heavy industrial construction activity has been supported in recent years by expansion of the energy sector, namely development of shale-based natural gas fields. However, the decline in oil prices has suppressed exploration activity. In 2015, the Corporation shipped approximately 4 million tons to the energy sector compared to approximately 7 million tons in 2014.

The Corporation’s exposure to residential construction is typically split evenly between aggregates used in the construction of subdivisions (including roads, sidewalks, and storm and sewage drainage) and aggregates used in new home construction. Therefore, the timing of new subdivision starts, as well as new home starts, equally affects residential volumes. Private residential construction spending increased 13% in 2015 compared with 2014, according to the U.S. Census Bureau.

Gross margin on shipments transported by rail and water is lower as a result of the impact of internal freight. However, as demand increases in supply-constrained areas, additional pricing opportunities, along with improved distribution costs, may improve profitability and gross margin on transported material. Further, the long-haul transportation network can diversify market risk for locations that engage in long-haul transportation of their aggregates products. Many locations serve both a local market and transport products via rail and/ or water to be sold in other markets. The risk of a downturn in one market may be somewhat mitigated by other markets served by the location.

Pricing on construction projects is generally based on terms committing to the availability of specified products at a specified price during a specified period. While

 

 

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residential and nonresidential construction jobs usually are completed within one year, infrastructure contracts can require several years to complete. Therefore, changes in prices can have a lag time before taking effect while the Corporation sells aggregates products under existing price agreements. Pricing escalators included in multi-year infrastructure contracts somewhat mitigate this effect. However, during periods of sharp or rapid increases in production costs, multi-year infrastructure contract pricing may provide only nominal pricing growth. The Corporation also implements mid-year price increases where appropriate. These mid-year price increases are typically realized over eighteen months, such that 25% of the total increase is realized in the year of announcement with the balance realized in the subsequent year.

In 2015, the average selling price for the heritage aggregates product line increased 7.3%, in line with management’s expectations. Opportunities to increase pricing will occur on a market-by-market basis. Management believes pricing will continue to strengthen in 2016, and exceed the Corporation’s 20-year annual average, 3.9%, and correlate, after consideration of a 6-to-12-month lag factor, with changes in demand. Pricing is determined locally and is affected by supply and demand characteristics of the local market.

The Aggregates and Cement businesses are subject to potential losses on customer accounts receivable in response to economic cycles. While a recessionary construction economy increases those risks, both lien rights and payment bonds help mitigate the risk of uncollectible receivables; however, the Corporation can experience delayed payments from certain of its customers, negatively affecting operating cash flows. Historically, the Corporation’s bad debt write offs have not been significant to its operating results. Further, management considers the allowance for doubtful accounts adequate as of December 31, 2015.

Management expects the overall long-term trend of consolidation of the aggregates industry to continue. The Corporation’s Board of Directors and management continue to review and monitor strategic plans. These plans include assessing business combinations and arrangements with other companies engaged in similar or complementary businesses, increasing market share in the Corporation’s strategic businesses and pursuing new opportunities related to markets that the Corporation views as attractive (see section Internal Expansion and Integration of Acquisitions on pages 71 through 72).

Aggregates Industry and Corporation Risks

General Economic Conditions

According to the Bureau of Economic Analysis, the estimated real gross domestic product (“GDP”) for the third quarter, the latest available data, increased 2.1%. Growth was primarily attributable to increases in consumer and federal government spending as well as residential and nonresidential fixed investment. The moderate increase validates the overall United States economy is sustaining the pace of its mild recovery. Employment growth in the United States, a stimulus for construction activity, is at its highest rate since 2006 which coincides with national unemployment declining from 5.6% in December 2014 to 5.0% in December 2015. Notably, according to the Bureau of Labor Statistics, the construction industry added approximately 263,000 jobs during 2015.

 

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Public-sector construction projects are funded through a combination of federal, state and local sources (see section Federal and State Highway Transportation Funding on pages 64 through 66). The level of state public-works spending is varied across the nation and dependent upon individual state economies. In addition to federal appropriations, each state funds its infrastructure spending from specifically allocated amounts collected from various user taxes, typically gasoline taxes and vehicle fees. Based on national averages, user taxes represent the largest component of highway revenues,

 

 

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averaging 38% in fiscal year 2013, the latest available statistic. The use of general funds as a percentage of each state’s highway revenues varies, with a national average of 5% in fiscal year 2013, the latest available statistic. Therefore, state budget spending cuts typically only affect a small percentage of a state’s highway spending.

Over the past decade, states have taken on a larger role in funding infrastructure investment. Even with the passage of FAST Act, management anticipates further growth in sustained state-level funding initiatives, such as bond issues, toll roads and special-purpose taxes, as states continue to address infrastructure needs.

The impact of any economic improvement will vary by local market. Profitability of the Aggregates business by state is not proportional to net sales by state because certain of the Corporation’s intrastate markets are more profitable than others. Further, while the Corporation’s aggregates operations cover a wide geographic area, financial results depend on the strength of local economies, which may differ from the economic conditions of the state or region. This is particularly relevant given the high cost of transportation as it relates to the price of the product. The impact of local economic conditions is felt less by large fixed plant operations that serve multiple end-use markets through the Corporation’s long-haul distribution network.

 

Reported by Moody’s Economy.com Inc. (“Moody’s”) in December 2015, all but seven state economies were recovering or expanding; four are at risk while three, including Alaska, are in recession.

The Aggregates business’ top five sales-generating states, namely Texas, Colorado, North Carolina, Iowa and Georgia, together accounted for 70% of its 2015 net sales by state of destination. The top ten sales-generating states, which also include South Carolina, Florida, Indiana, Louisiana and Oklahoma, together accounted for 85% of the Aggregates business’ 2015 net sales by state of destination.

Texas is one of the Corporation’s strongest aggregates markets driven by a healthy state Department of Transportation program and growing residential and nonresidential activity. According to the Census Bureau, Texas’ population grew 8.8% from 2010 to 2015, adding 2.2 million residents. Notably, Texas is the third-ranked state for job growth, while nationally Dallas-Fort Worth is the third-ranked metro area in the country, fundamentals that should further enhance construction investment. The Texas Department of Transportation continues to operate with a robust budget and let $7.4 billion of projects in fiscal 2015 and estimates letting $10 billion in fiscal 2016. Funding for highway construction comes from dedicated sources as opposed to the use of general funds. Additionally, in November 2015, voters passed Proposition 7, a constitutional amendment that will provide an additional $2.5 billion of annual funding for non-toll roads beginning in fiscal 2017 (September 1, 2016 to August 31, 2017). Further, Texas has been proactive in applying for TIFIA funding and,

 

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in 2014, received approval for the Grand Parkway project in Houston. Major project activity also includes the expansion of I-35 in the Dallas-Fort Worth region. Given this state’s investment pattern, infrastructure drives approximately 50% of Texas’ end use. Further, Texas leads the nation in residential construction investment, driven by growth in single-family housing units. Texas also leads the nation in nonresidential construction investment. Although lower oil prices have negatively affected shale exploration activity, growth in other sectors has more than offset the decline in shale-related aggregates shipments. Management continues to believe growth in the Texas economy is sustainable, supported by a favorable business climate, diversity of economic drivers, state construction activity, recent commitments to major, multi-year projects and weather-deferred construction demand in 2015.

The Colorado economy has a diverse base and remains strong, with job growth ranking in the top twenty nationally. The unemployment rate has declined to 3.6%, its lowest level since 2007. In the Census Bureau’s population estimate report, Colorado grew 8.1%, or added 0.4 million residents, from 2010 to 2015. The Colorado Department of Transportation budget is expected to exceed $700 million in 2016, reflecting $300 million of annual funding from the Responsible Acceleration of Maintenance and Partnerships, or RAMP, program through fiscal 2018. Additionally, reconstruction efforts from the 2013 historic flooding will continue in 2016. Furthermore, Colorado recently submitted TIFIA applications for two projects, I-470 and I-70, with a combined cost of $1.7 billion. The residential market continues to expand as developers struggle to keep pace with increased demand. In fact, the state and the Denver metro area each rank in the top ten nationally for growth in residential starts. The nonresidential market remains positive, leading to Colorado being ranked in the top fifteen states in the country. Strong ballast demand combined with a robust Colorado Front Range economy has positively affected the Corporation’s Rocky Mountain operations.

The North Carolina economy enters 2016 with a positive outlook. The state ranks sixth nationally in job growth and the Charlotte metro area ranks in the top twenty. Continued economic growth in Charlotte is expected to remain solid, driven by expansions of existing businesses and relocations

from outside the region, in addition to recovery in the financial sector. The infrastructure market has shown solid growth in awards, driven in part by the TIFIA-backed I-77 high-occupancy toll (“HOT”) lanes project in Charlotte. The 26-mile expansion of I-77 is a $655 million, multi-year project that is expected to be complete in the latter part of 2018. In 2015, the North Carolina state legislature provided increased funding for transportation programs. First, the state gas tax, which was linked to the per gallon price of gasoline, was modified to decouple from that price, ultimately establishing a floor of $0.34 per gallon by midyear 2016. Prospectively, the gas tax will be adjusted based on the national Consumer Price Index and state population. Additionally, the state legislature provided an incremental $700 million of annual spending for transportation through increased various motor vehicle, registration, titling and license fees. Further, a $2.9 billion bond referendum, to help fund infrastructure repairs and expansions across the state, will be on the ballot for voters in March 2016. The state’s residential market ranks in the top-ten states, driven by growth in single-family housing units. The nonresidential market ranks in the top twenty nationally.

The economy of Iowa, one of the Corporation’s most stable markets over the past five years, is highly dependent on agriculture and related manufacturing industries and continues to show signs of steady expansion. Iowa is the largest corn and pork-producing state in the nation, and the Corporation’s agricultural lime volumes are dependent on, among other things, weather, demand for agricultural commodities, including corn and soybeans, commodity prices, farm and land values as well as funding from the Agricultural Act of 2014, the five-year domestic farm bill signed into law on February 7, 2014. The state is also attractive for companies to expand operations in Iowa due to enticing tax incentives offered by the state. To that effect, Google, Microsoft and Facebook have each announced plans to expand facilities in Iowa. Consistent with these events, the state’s seasonally-adjusted unemployment rate of 3.4% remains one of the lowest in the country. The state Department of Transportation budget is financed with federal funds and dedicated highway-user tax revenues; no state general fund revenue is used. State funding will benefit from a $0.10 increase in the gas tax, approved in 2015, and is expected to provide $215 million annually. Notable impact is expected beginning in 2016. The Iowa Transportation Commission’s Five-Year Highway Program forecasts $3.2 billion to be

 

 

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available for highway right-of-way and construction investments for the period 2016 through 2020. Of this, more than $1.3 billion is targeted for modernizing Iowa’s existing highway system and enhancing highway safety. The nonresidential construction market is expected to benefit as MidAmerican Energy, Iowa’s largest energy company, plans to construct approximately 250 additional wind turbines in 2016.

Georgia’s economy was more severely affected by the Great Recession compared with the nation as a whole. However, recovery has continued in 2015 as evidenced by Georgia ranking in the top-five states and Atlanta ranking as the fourth metro area for job growth. The infrastructure construction market is expanding and will significantly benefit from the passage of a gas tax increase and other funding mechanisms that will add approximately $1 billion to the state’s annual construction budget, essentially doubling the budget. State highway funding sources include motor fuel taxes, special fuel taxes, state bonds and state gas taxes. Additionally, the Transportation Special-Purpose Local-Option Sales Tax (“T-SPLOST”) program is starting to provide benefit in the southern part of the state. In January 2016, Governor Nathan Deal announced a comprehensive infrastructure maintenance plan, which includes a $2.2 billion 18-month project list, and a longer term 10-year plan, representing more than $10 billion in investment. Some elements of the Governor’s plan include the addition of toll lanes along the I-285 loop in Atlanta, interchange upgrades for I-20 and I-285 and additional capacity of metro sections of I-75, I-85 and GA 400. Driven in part by economic recovery, the state’s port activity reported record cargo volumes in 2015, and the capital budget for the state’s ports is $142 million in 2016. NCR Corporation recently announced its plans to construct a 22-story global headquarters, which will complement the presence of American Telephone & Telegraph, Southern Company and The Home Depot. In addition, Georgia Tech announced its intent to build a $300 million High Performance Computing Center. Other corporations expanding into Georgia include CareerBuilder, Amazon and Salesforce. Georgia ranks in the top ten in residential construction investment, with notable strength in the Atlanta market.

LOGO

 

Top 10 Revenue-  

Generating States of  

Aggregates Business  

  

Percent Change

in Population

2011 to 2015

  

Population

Rank

July 1, 2015

Texas

   7.1%    2

Colorado

   6.6%    22

North Carolina

   4.1%    9

Iowa

   1.9%    30

Georgia

   4.1%    8

South Carolina

   4.8%    23

Florida

   6.1%    3

Indiana

   1.6%    16

Louisiana

   2.1%    25

Oklahoma

   3.3%    28

Source: U.S. Census Bureau, Population Estimates Division

Federal and State Highway

Transportation Funding

 

 

•  Passage of Fixing America’s Surface Transportation Act (“FAST Act”), a five-year, $305 billion federal highway bill

•  Incremental funding dollars supported by TIFIA exceed $30 billion over the next few years

 

The federal highway bill provides annual funding for public-sector highway construction projects. Following 36 shorter-term extensions since Moving Ahead for Progress in the 21st Century (“MAP-21”) expired, a new five-year federal highway bill, FAST Act, was signed into law in December 2015. FAST Act will reauthorize federal highway and public transportation programs and stabilize the Highway Trust Fund. $207.4 billion of the funding will be apportioned to the states by formula, with a 5.1% increase over actual fiscal year 2015 apportionments in 2016 and then inflationary increases in subsequent years. Meaningful impact from FAST Act is not expected before the second half of 2016.

FAST Act retains the programs supported under MAP-21, but with some changes. Specifically, TIFIA, a U.S. Department of Transportation alternative funding mechanism, which under

 

 

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MAP-21 provided three types of federal credit assistance for nationally or regionally significant surface transportation projects, will now allow more diversification of projects. TIFIA is designed to fill market gaps and leverage substantial private co-investment by providing projects with supplemental or subordinate debt which is not subject to national debt ceiling challenges or sequestration. Since 2012, TIFIA has provided credit assistance to over 30 projects representing over $49 billion in infrastructure investment. Under FAST Act, TIFIA annual funding will range from $275 million to $300 million, and will no longer require the 20% matching funds from state departments of transportation. Consequently, states can advance construction projects immediately with potentially zero upfront outlay of local state department of transportation dollars. TIFIA requires projects to have a revenue source to pay back the credit assistance within a 30-to-40 year period. Moreover, TIFIA funds may represent up to 49% of total eligible project costs for a TIFIA-secured loan and 33% for a TIFIA standby line of credit. Therefore, the TIFIA program has the ability to significantly leverage construction dollars. Each dollar of federal funds can provide up to $10 in TIFIA credit assistance and support up to $30 in transportation infrastructure investment. Private investment in transportation projects funded through the TIFIA program is particularly attractive, in part due to the subordination of public investment to private. Management believes TIFIA could provide a substantial boost for state department of transportation construction programs well above what is currently budgeted. As of January 2016, TIFIA funded projects for the Corporation’s key states exceeded $12 billion.

The federal highway bill provides spending authorizations, which represent the maximum financial obligation that will result from the immediate or future outlays of federal funds for highway and transit programs. The federal government’s surface transportation programs are financed mostly through the receipts of highway user taxes placed in the Highway Trust Fund, which is divided into the Highway Account and the Mass Transit Account. Revenues credited to the Highway Trust Fund are primarily derived from a federal gas tax, a federal tax on certain other motor fuels and interest on the accounts’ accumulated balances. MAP-21 extended federal motor fuel taxes through September 30, 2016 and truck excise taxes through September 30, 2017. Of the currently imposed federal gas tax of $0.184 per gallon, which has been static since 1993, $0.15 is allocated to the Highway Account of the Highway Trust Fund.

Transportation investments generally boost the national economy by enhancing mobility and access and by creating jobs, which is a priority of many of the government’s economic plans. According to the Federal Highway Administration, every $1 billion in federal highway investment creates approximately 28,000 jobs. The number of jobs created is dependent on the nature and aggregates intensity of the projects. Approximately half of the Aggregates business’ net sales to the infrastructure market come from federal funding authorizations, including matching funds from the states. For each dollar spent on road, highway and bridge improvements, the Federal Highway Administration estimates an average benefit of $5.20 is recognized in the form of reduced vehicle maintenance costs, reduced delays, reduced fuel consumption, improved safety, reduced road and bridge maintenance costs and reduced emissions as a result of improved traffic flow.

Federal highway laws require Congress to annually appropriate funding levels for highways and other programs. Once the annual appropriation is passed, federal funds are distributed to each state based on formulas (apportionments) or other procedures (allocations). Apportioned and allocated funds generally must be spent on specific programs as outlined in the federal legislation. Most federal funds are available for four years. Once the federal government approves a state project, funds are committed and considered spent regardless of when the cash is actually spent by the state and reimbursed by the federal government. According to the Federal Highway Administration, funds are generally spent by the state over a period of years, with 27% in the year of funding authorization, 41% in the succeeding year, 16% in the third year and the remaining 16% is spent in the fourth year and beyond.

With the exception of TIFIA projects, in order to receive federal funds for highways, states are required to match funds at a predetermined rate. Matching levels vary depending on the type of project. If a state is unable to match its allocated federal funds, funding is forfeited. Any forfeitures are reallocated to states providing the appropriate matching funds. While states rarely forfeit federal highway funds, the possibility of forfeiture increases when states struggle to balance budgets and face declining tax revenues.

Given that most states are required to balance their budgets, reductions in revenues generally require a reduction in states’ expenditures. However, the impact of state

 

 

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revenue reductions on highway spending will vary depending on whether the spending comes from dedicated revenue sources, such as highway user fees, or whether portions are funded with general funds. Further, while state highway construction programs are primarily financed from highway user fees, significant increases in federal infrastructure funding typically require state governments to increase highway user fees to match federal spending.

States continue to play an expanding role in infrastructure funding. Management believes that innovative financing at the state level, such as bond issuances, toll roads and tax initiatives, will grow at a faster rate than federal funding. State spending on infrastructure generally leads to increased growth opportunities for the Corporation. The degree to which the Corporation could be affected by a reduction or slowdown in infrastructure spending varies by state. The state economies of the Aggregates business’ five largest revenue-generating states may disproportionately affect the Corporation’s financial performance.

The need for surface transportation improvements significantly outpaces the amount of funding available. A significant number of roads, highways and bridges, built following the establishment of the Interstate Highway System in 1956, are now in need of significant repair or reconstruction. According to The Road Information Program (“TRIP”), a national transportation research group, vehicle travel on United States highways increased 38% from 1990 to 2012, while new lane road mileage increased only 4% over the same period. TRIP also reports that 14% of the nation’s major roads are in poor condition and 25% of the nation’s bridges are structurally deficient or functionally obsolete. Currently, the Federal Highway Administration estimates that $170 billion is needed in annual capital investment through 2028 to significantly improve the current conditions and performance of the nation’s highways. During fiscal 2013, the latest data available from the Office of Highway Policy Information, $160.1 billion was spent for surface transportation projects by state governments.

Other Public-Sector Construction Exposure

In addition to highways and bridges, transportation infrastructure includes aviation, mass transit, and ports and waterways. Public-sector construction related to these forms of transportation infrastructure can be aggregates intensive.

The Federal Aviation Administration Modernization and Reform Act of 2012 (“FAA Act”) is a four-year bill that provided federal funding for airport improvements throughout the United States at $3.35 billion per year. Initially set to expire September 2015, the provisions were extended through March 2016. According to ARTBA, total spending for airport runways and terminals was $12.9 billion during 2015 and is forecasted to increase to $14.3 billion in 2016.

Construction spending for mass transit projects, which include subways, light rail and railroads, was $21.3 billion in 2015, according to ARTBA, and is expected to remain relatively flat in 2016. Railroad construction continues to benefit from economic growth and energy-sector shipments, which generate needs for additional maintenance and improvements. According to ARTBA, subway and light rail work is expected to decline slightly in 2016 with growth resuming in 2017 as the economy continues to grow and federal investments become more stable. Heavy rail investment, largely driven by Class I railroads, is forecasted to be flat in 2016 compared to 2015, principally resulting from declining coal shipments. One of the Corporation’s top-ten customers in 2015 was a Class I railroad.

Port and waterway construction spending was $2.3 billion in 2015 and is forecasted to be flat in 2016.

Geographic Exposure and Seasonality

Erratic weather patterns, seasonal changes and other weather-related conditions significantly affect the construction aggregates industry. Production and shipment levels for aggregates, asphalt, ready mixed concrete and road paving materials correlate with general construction activity, most of which occurs in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Operations concentrated in the northern and midwestern United States generally experience more severe winter weather conditions than operations in the Southeast and Southwest.

Excessive rainfall, and conversely excessive drought, can also jeopardize production, shipments and profitability in all markets served by the Corporation. 2015 was a year of extreme temperature and precipitation. Every state’s average temperature for the year was above its historical average, which would typically aid construction activity during seasonally colder months;

 

 

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however, excessive rainfall precluded shipments and production. According to NOAA, May 2015 was the wettest month on record for the contiguous United States. Texas, the Corporation’s largest revenue-generating state, and Oklahoma each experienced a record year for precipitation in 2015 and became drought free for the first time since 2010. South Carolina experienced a significant amount of rain which flooded the Corporation’s North Columbia quarry. Further, Colorado, Iowa, North Carolina and Georgia, each experienced near-record levels of rainfall during the year. These weather events reduced the Corporation’s overall profitability in 2015, creating a backlog of construction activity expected to be completed in 2016.

 

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The Corporation’s operations in coastal areas are at risk for hurricane activity, most notably in August, September and October.

Cost Structure

 

 

•  Top 7 cost categories represent 90% of the Aggregates business’ direct production costs

•  Top 4 cost categories for the Cement business represent 69% of direct production costs

•  Underabsorption of fixed costs due to operating    below capacity

•  Health and welfare costs increased 3% per year over past ten years compared with national average of 7% over same period; Corporation’s costs expected to increase 9% to 10% in 2016

•  Pension expense increased from $17.9 million in 2014 to $37.3 million in 2015; pension costs expected to approximate $31.4 million in 2016 (2014 and 2015 amounts exclude nonrecurring termination benefits related to the acquisition of TXI)

 

Direct production costs for the Aggregates business are components of cost of sales incurred at the quarries, distribution yards, and asphalt and ready mixed concrete plants. These costs exclude resale materials, freight expenses to transport materials from a producing quarry to a distribution yard and production overhead.

Generally, the top seven categories of direct production costs for the Aggregates business are (1) labor and related benefits; (2) energy; (3) raw materials; (4) depreciation, depletion and amortization; (5) repairs and maintenance; (6) supplies; and (7) contract services. In 2015, these categories represented 90% of the Aggregates business’ direct production costs.

Fixed costs are expenses that do not vary based on production or sales volume. Management estimates that, under normal operating capacity, 40% of the Aggregates business’ cost of sales is fixed, another 30% is semi-fixed and 30% is variable in nature. Accordingly, the Corporation’s operating leverage can be substantial. Variable costs are expenses that fluctuate with the level of production volume. Production is the key driver in determining the levels of variable costs, as it affects the number of hourly employees and related labor hours. Further, diesel, supplies, repairs and freight costs also increase in connection with higher production volumes.

Generally, when the Corporation invests capital to replace facilities and equipment, increased capacity and productivity, along with reduced repair costs, can offset increased fixed depreciation costs. However, when aggregates demand weakens, increased productivity and related efficiencies may not be fully realized, resulting in underabsorption of fixed costs. Further, the Aggregates business continues to operate at a level significantly below capacity, thereby, restricting the Corporation’s ability to capitalize $75.1 million and $76.2 million of costs at December 31, 2015 and 2014, respectively, which could have been inventoried if operating at capacity.

Diesel fuel, which averaged $2.05 per gallon in 2015 and $3.02 per gallon in 2014, represents the single largest component of energy costs for the Aggregates business. Beginning the third quarter of 2015, the Corporation entered into a fixed-price fuel agreement for approximately 40% of its diesel fuel requirements. The agreement continues into December 2016 with a fixed rate of $2.20 per gallon. Changes in energy

 

 

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LOGO

costs also affect the prices that the Corporation pays for supplies, including explosives, conveyor belting and tires. Further, the Corporation’s contracts of affreightment for shipping aggregates on its rail and waterborne distribution network typically include provisions for escalations or reductions in the amounts paid by the Corporation if the price of fuel moves outside a contractual range.

Similar to the Magnesia Specialties business, the Corporation’s Cement business is a capital-intensive operation with high fixed costs to run plants that operate all day, every day, with the exception of maintenance shut downs. The top cost in cement manufacturing is energy, which represented 26% of direct production costs in 2015. Depreciation and labor followed with 17% and 15% of 2015 direct production costs, respectively.

The Corporation also consumes natural gas, coal and petroleum coke in the Magnesia Specialties manufacturing processes. During 2015, the Corporation’s average cost per MCF (thousand cubic feet) for natural gas decreased 28% from 2014. The Corporation has fixed price agreements for 100% of its 2016 coal needs.

The Corporation’s aggregates-related downstream business requires the intersegment use of both internally produced and purchased products as raw materials. Liquid asphalt and cement are key raw materials in the production of hot mix asphalt and ready mixed concrete, respectively. Fluctuations in prices for purchased raw materials directly affect the Corporation’s operating results.

Wage inflation and increases in labor costs may be somewhat mitigated by enhanced productivity in an expanding economy. Further, workforce reductions resulting from plant automation and mobile fleet right-sizing have helped the Corporation control rising labor costs. During economic downturns, the Corporation reviews its operations and, where practical, temporarily idles certain quarries. The Corporation is able to serve these markets with other open quarries that are in close proximity. Further, in certain markets, management can create production “super crews” that work at various locations within a district. For example, a crew may work three days per week at one quarry and the other two workdays at another quarry within that market. This has allowed the Corporation to reduce headcount in periods of lower demand, as the number of full-time employees has been reduced or eliminated at locations that are not operating at full capacity.

Rising health care costs have affected total labor costs in recent years and are expected to continue to increase. Over the past ten years, national health care costs have increased 7% on average. The Corporation has experienced health care cost increases averaging 3% per year over the same period, driven in large part by favorable claims experience and design changes made to its health care plans, such as employee surcharges. In 2015, the Corporation’s health and welfare costs per employee increased 17%, driven primarily by adverse claims experience, largely due to increases in high-cost claimants and specialty pharmacy usage. For 2016, health and welfare costs are expected to increase 9% to 10%, slightly above general marketplace trends.

 

 

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A higher discount rate is expected to decrease the Corporation’s pension expense from $37.3 million in 2015 to an estimated $31.4 million in 2016, excluding termination benefits related to the acquisition of TXI (see section Critical Accounting Policies and Estimates – Pension Expense – Selection of Assumptions on pages 81 through 83).

The impact of current inflation on the Corporation’s businesses has been less significant due to moderate inflation rates. Historically, the Corporation has achieved pricing growth in periods of inflation based on its ability to increase its selling prices in a normal economic environment.

Consolidated SG&A costs increased $50.0 million in 2015 compared with 2014. The increase reflects a full year of ownership of TXI operations and increased pension expenses and incentive compensation expense, which is directly tied to individual and company performance during the year. As a percentage of net sales, SG&A expenses increased 40 basis points to 6.7%.

 

LOGO

Shortfalls in federal, state and local revenues may result in increases in income taxes and other taxes. Federal and state governments may also increase tax rates or eliminate deductions in response to the federal deficit. The Corporation derives a significant tax benefit from the federal depletion deduction (see section Critical Accounting Policies and Estimates – Estimated Effective Income Tax Rate on pages 83 and 84).

Transportation Exposure

The U.S. Department of the Interior’s geological map of the United States shows the possible sources of indigenous surface rock and illustrates its limited supply in the coastal areas of the United States from Virginia to Texas.

With population migration into the southeastern and southwestern United States, local crushed stone supplies must be supplemented, or in most cases wholly supplied, from inland and offshore quarries. Further, certain interior United States markets may experience limited resources of construction material resulting from increasingly restrictive zoning and permitting laws and regulations. The Corporation’s strategic focus includes expanding inland and offshore capacity and acquiring distribution yards and port locations to offload transported material. Accordingly, aggregates shipments are moved by rail or water through the Corporation’s long-haul distribution network. In 1994, the Corporation had seven distribution yards. At December 31, 2015, the Corporation had 70 distribution yards. The Corporation’s rail network serves its Texas, Florida and Gulf Coast markets. The Corporation’s Bahamas and Nova Scotia locations transport materials via oceangoing ships. The Corporation is currently focusing a portion of its capital spending program on key distribution yards in the southeastern United States.

 

LOGO

 

 

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As the Corporation moves aggregates by rail and water, internal freight costs reduce profit margins when compared with aggregates moved by truck. The Corporation administers freight costs principally in three ways:

 

Option 1:

  

The customer supplies transportation.

Option 2:

  

The Corporation directly ships aggregates products from a production location to a customer by arranging for a third-party carrier to deliver aggregates and then charging the freight costs to the customer. These freight and delivery revenues and costs are separately presented in the consolidated statements of earnings. Such revenues and costs for the Aggregates business were $232.7 million, $245.6 million and $192.8 million in 2015, 2014 and 2013, respectively, and account for a substantial majority of all such costs.

Option 3:

  

The Corporation transports aggregates, either by rail or water, from a production location to a distribution yard at which the selling price includes the associated internal freight cost. These freight costs are included in the Aggregates business’ cost of sales and were $208.9 million, $185.2 million and $136.8 million for 2015, 2014 and 2013, respectively. Transportation costs from the distribution yard to the customer are accounted for as described above in options 1 or 2, as applicable.

For analytical purposes, the Corporation eliminates the effect of freight on margins with the second option. When the third option is used, margins as a percentage of net sales are negatively affected because the customer does not typically pay the Corporation a profit associated with the transportation component of the selling price. For example, a customer in a local market picks up aggregates by truck at the quarry and pays $10.00 per ton. Assuming a $2.50 gross profit per ton, the Corporation would recognize a 25% gross margin. However, if a customer purchased a ton of aggregates transported to a distribution yard by the Corporation via rail or water, the selling price may be $16.00 per ton, assuming a $6.00 cost of freight. With the same $2.50 gross profit per ton and no profit associated with the transportation component, the gross margin would be reduced to 15% as a result of the internal freight cost.

In 1994, 93% of the Corporation’s aggregates shipments were moved by truck and the remainder by rail. In contrast, the originating mode of transportation for the Corporation’s aggregates product line shipments in 2015 was 75% by truck, 21% by rail and 4% by water. The 2015 allocation for cement shipments was 97% by truck and 3% by rail (see section Analysis of Aggregates Business Gross Margin on pages 58 and 59).

 

LOGO

The Corporation’s increased dependence on rail shipments has made it more vulnerable to railroad performance issues, including track congestion, crew and locomotive power availability, the effects of adverse weather conditions and the ability to renegotiate favorable railroad shipping contracts. Further, in response to these issues, rail transportation providers have focused on increasing the number of cars per unit train under transportation contracts and are generally requiring customers, through the freight rate structure, to accommodate larger unit train movements. A unit train is a freight train moving large tonnages of a single bulk product between two points without intermediate yarding and switching. Rail availability is seasonal and can impact aggregates shipments depending on other competing movements.

Generally, the Corporation does not buy railcars, or ships, but instead supports its long-haul distribution network with leases and contracts of affreightment. However, the limited availability of water and rail transportation providers, coupled with limited distribution sites, can adversely affect lease rates for such services.

 

 

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The waterborne distribution network increases the Corporation’s exposure to certain risks, including, among other items, meeting minimum tonnage requirements of shipping contracts, demurrage costs, fuel costs, ship availability and weather disruptions. The Corporation’s waterborne transportation is predominately via oceangoing vessels. The Corporation’s average shipping distances from its Bahamas and Nova Scotia locations are 600 miles and 1,200 miles, respectively. Due to the majority of the shipments going to Florida, the weighted-average shipping distances are approximately 30% less than these averages. The Corporation has long-term agreements providing dedicated shipping capacity from its Bahamas and Nova Scotia operations to its coastal ports. These contracts of affreightment are take-or-pay contracts with minimum and maximum shipping requirements. If the Corporation fails to ship the annual minimum tonnages under the agreement, it must still pay the shipping company the contractually-stated minimum amount for that year. The Corporation did not incur any such charges in 2015; however, a charge is possible in 2016 if shipment volumes do not meet the contractually-stated minimums. The Corporation’s contracts of affreightment have varying expiration dates ranging from 2016 to 2027 and generally contain renewal options. However, there can be no assurance that such contracts can be renewed upon expiration or that terms will continue without significant increases.

Management expects the multiple transportation modes that have been developed with various rail carriers and deep-water ships will provide the Corporation with the flexibility to effectively serve customers in the Southwest and Southeast coastal markets.

 

LOGO

Internal Expansion and Integration of Acquisitions

The Corporation’s capital expansion, acquisition and greensite programs are designed to take advantage of construction market growth through investment in both permanent and portable facilities at the Corporation’s quarry operations. Over an economic cycle, the Corporation will typically invest, on average, organic capital at an annual level that approximates depreciation expense. At mid-cycle and through cyclical peaks, organic capital investment typically exceeds depreciation expense, as the Corporation supports current capacity needs and invests for future capacity growth. Conversely, at a cyclical trough, the Corporation can reduce levels of capital investment. Regardless of cycle, the Corporation sets a priority of investing capital to ensure safe, efficient and environmentally-sound operations, provide the highest quality of customer service and establish a foundation for future growth.

The Corporation’s Medina Rock and Rail (“Medina”) capital project, with a total cost of $160 million, is the largest capital expansion project in its history. The project, located near San Antonio, consists of a rail-connected limestone aggregates processing facility which will begin shipping approximately six million tons in 2016 and have the future capability of producing in excess of 10 million tons per year. Land acquisition was completed over several years as part of ongoing capital expenditures and construction began in 2013. The rail-connected quarry became operational in January 2016.

The Corporation also acquires contiguous property around existing quarry locations. This property can serve as buffer property or additional mineral reserve capacity, assuming the underlying geology supports economical aggregates mining. In either instance, the acquisition of additional property around an existing quarry allows the expansion of the quarry footprint and extension of quarry life. Some locations having limited reserves may be unable to expand.

 

 

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A long-term capital focus for the Corporation, primarily in the midwestern United States due to the nature of its indigenous aggregates supply, is underground limestone aggregates mines, which provide a more neighbor-friendly alternative to surface quarries. The Corporation operates 14 active underground mines, located primarily in the Mid-America Group, and is the largest operator of underground aggregates mines in the United States. Production costs are generally higher at underground mines than surface quarries since the depth of the aggregates deposits and access to the reserves result in higher development, explosives and depreciation costs. However, these locations often possess transportation advantages that can lead to value-added, higher average selling prices than more distant surface quarries.

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

During 2009 through 2013, and in response to the Great Recession, the Corporation set a priority of preserving capital while maintaining safe, environmentally-sound operations. Capital investment in excess of depreciation expense in previous years allowed the Corporation to reduce capital spending during the trough period of the construction cycle without compromising the Corporation’s commitment to safety, the environment, customer service and future growth. The Corporation has continued to opportunistically acquire land with long-term mineral reserves to expand its aggregates reserve base through the cyclical trough.

The Corporation has a successful history of business combinations and integration of these businesses into its heritage operations. The Corporation completed the integration of TXI operations, acquired on July 1, 2014, as of June 30, 2015. In addition, during 2015, the Corporation completed three smaller acquisitions, which included three aggregates operations and related assets.

Environmental Regulation and Litigation

The expansion and growth of the aggregates industry is subject to increasing challenges from environmental and political advocates hoping to control the pace and direction of future development. Certain environmental groups have published lists of targeted municipal areas, including areas within the Corporation’s marketplace, for environmental

and suburban growth control. The effect of these initiatives on the Corporation’s growth is typically localized. Further challenges are expected as the momentum of these initiatives ebb and flow across the United States. Rail and other transportation alternatives are being heralded by these special-interest groups as solutions to mitigate road traffic congestion and overcrowding.

As is the case with other companies in the cement industry, the Corporation’s cement operations produce varying quantities of cement kiln dust (“CKD”). This production by-product consists of fine-grained, solid, highly alkaline material removed from cement kiln exhaust gas by air pollution control devices. Because much of the CKD is actually unreacted raw materials, it is generally permissible to recycle the CKD back into the production process, and large amounts are often treated in such manner. CKD that is not returned to the production process is disposed in landfills. CKD is currently exempt from federal hazardous waste regulations under Subtitle C of the Resource Conservation and Recovery Act (“RCRA”).

The Clean Air Act, originally passed in 1963 and periodically updated by amendments, is the United States’ national air pollution control program that granted the Environmental Protection Agency (“EPA”) authority to set limits on the level of various air pollutants. To be in compliance with National Ambient Air Quality Standards (“NAAQS”), a defined geographic area must be below established limits for six pollutants. Environmental groups have been successful in lawsuits against the federal and certain state departments of transportation, delaying highway construction in municipal areas not in compliance with the Clean Air Act. The EPA designates geographic areas as nonattainment areas when the level of air pollutants exceeds the national standard. Nonattainment areas receive deadlines to reduce air pollutants by instituting various control strategies or otherwise face fines or control by the EPA. Included as nonattainment areas are several major metropolitan areas in the Corporation’s markets, such as Houston/Brazoria/Galveston, Texas; Dallas-Fort Worth, Texas; Charlotte/Gastonia, North Carolina; Denver, Colorado; Boulder, Colorado; Fort Collins/Greeley/Loveland, Colorado; Council Bluffs, Iowa; Atlanta, Georgia; Macon, Georgia; Rock Hill, South Carolina; Indianapolis, Indiana; and Crittenden County, Arkansas. Federal transportation funding has been directly tied to compliance with the Clean Air Act.

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

The EPA includes the lime industry as a national enforcement priority under the Clean Air Act. As part of the industry-wide effort, the EPA issued notices of violation/findings of violation (“NOVs”) to the Corporation in 2010 and 2011 regarding its compliance with the Clean Air Act’s New Source Review (“NSR”) program at its Magnesia Specialties dolomitic lime manufacturing plant in Woodville, Ohio. The Corporation has been providing information to the EPA in response to these NOVs and has had several meetings with the EPA. The Corporation believes it is in substantial compliance with the NSR program. At this time, the Corporation cannot reasonably estimate what likely penalties or upgrades to equipment might ultimately be required. The Corporation believes that any costs related to any required upgrades to capital equipment will be spread over time and will not have a material adverse effect on the Corporation’s results of operations or its financial condition, but can give no assurance that the ultimate resolution of this matter will not have a material adverse effect on the financial condition or results of operations of the Magnesia Specialties segment.

The Corporation’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety and other regulatory matters. Certain of the Corporation’s operations may occasionally use substances classified as toxic or hazardous. The Corporation regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Corporation’s businesses, as it is with other companies engaged in similar businesses.

Environmental operating permits are, or may be, required for certain of the Corporation’s operations; such permits are subject to modification, renewal and revocation. New permits are generally required for opening new sites or for expansion at existing operations and can take several years to obtain. In the area of land use, rezoning and special-purpose permits are increasingly difficult to obtain. Once a permit is issued, the location is required to generally operate in accordance with the approved site plan.

Large emitters (facilities that emit 25,000 metric tons or more per year) of greenhouse gases (“GHG”) must report GHG generation to comply with the EPA’s Mandatory Greenhouse Gases Reporting Rule (“GHG Rule”). The Corporation’s Magnesia

Specialties facilities in Woodville, Ohio and Manistee, Michigan emit certain of the GHG, including carbon dioxide, methane and nitrous oxide, and are filing annual reports in accordance with the GHG Rule. Should Congress pass legislation on GHG, these operations will likely be subject to the new program. The Corporation believes that the EPA may impose additional regulatory restrictions on emissions of GHG. However, the Corporation also anticipates that any increased operating costs or taxes related to GHG emission limitations at its Woodville operation would be passed on to its customers. The Manistee facility may have to absorb extra costs due to the regulation of GHG emissions in order to maintain competitive pricing in its markets. The Corporation cannot reasonably predict how much those increased costs may be.

The Corporation is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently available facts, the likelihood is remote that the ultimate outcome of any litigation or other proceedings, including those pertaining to environmental matters, relating to the Corporation and its subsidiaries, will have a material adverse effect on the overall results of the Corporation’s operations, cash flows or financial position.

Cement Segment

The Corporation’s Cement segment includes a leading position in the Texas cement markets (two plants). These plants produce Portland and specialty cements with a combined annual capacity of 4.5 million tons, as well as a current permit that provides an 800,000-ton-expansion opportunity at the Midlothian plant, near Dallas-Fort Worth. The Cement segment generated net sales of $367.6 million and gross profit of $103.5 million. Of 4.6 million tons shipped during 2015, inclusive of 1.1 million tons shipped from the California cement operations prior to its divestiture, 0.9 million tons were used in the Corporation’s ready mixed concrete product line. The average selling price per ton of cement in 2015 was $98.35, an 8.2% increase over prior year. This pricing strength is a result of price increases and the expiration of legacy TXI contracts, priced well below the current market.

The Cement segment is benefitting from continued strength in the Texas markets, where current demand exceeds local supply, a trend that is expected to continue for the near

 

 

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future. The Texas plants are collectively operating on average around 70% utilization. The PCA is forecasting 2016 cement consumption in Texas to expand by 2.5% over 2015, and projects that consumption will continue to grow annually between 5% and 6% in 2017 through 2019.

The cement plants are subject to periodic maintenance which requires shutting the plant down. Shutdown costs due to these outages may accumulate to significant costs. For 2016, planned shutdown costs are estimated to total $23 million, where spending is estimated to be $6 million, $4 million, $2 million and $11 million for the first, second, third and fourth quarters, respectively. For comparative purposes, shutdown costs at the Texas cement plants were $3 million, $4 million, $3 million and $9 million for the first, second, third and fourth quarters, respectively.

Magnesia Specialties Segment

Through its Magnesia Specialties segment, the Corporation manufactures and markets magnesia-based chemicals products for industrial, agricultural and environmental applications and dolomitic lime for use primarily in the steel industry. In 2015, 67% of Magnesia Specialties’ net sales were attributable to chemicals products, 32% were attributable to lime and 1% was attributable to stone.

 

LOGO

In 2015, 80% of the lime produced was sold to third-party customers, while the remaining 20% was used internally as a raw material for the business’ manufacturing of chemicals products. Dolomitic lime products sold to external customers

are primarily used by the steel industry, and overall, 42% of Magnesia Specialties’ 2015 net sales related to products used in the steel industry. Accordingly, a portion of the segment’s revenues and profits is affected by production and inventory trends within the steel industry. These trends are guided by the rate of consumer consumption, the flow of offshore imports and other economic factors. The dolomitic lime business runs most profitably at 70% or greater steel capacity utilization; domestic capacity utilization averaged 70% in 2015, according to the American Iron and Steel Institute. Average steel production in 2015 declined 9% versus 2014 and the 2016 forecast is an increase of 2% over 2015.

Of Magnesia Specialties’ 2015 net sales, 14% came from foreign jurisdictions, including Canada, Mexico, Europe, South America and the Pacific Rim. As a result of foreign market sales, financial results could be affected by foreign currency exchange rates, increasing transportation costs or weak economic conditions in the foreign markets. To mitigate the short-term effect of currency exchange rates, the United States dollar is used as the functional currency in foreign transactions. However, the current strength of the United States dollar in foreign markets is affecting the overall price of Magnesia Specialties’ products when compared to foreign-domiciled competitors.

Given high fixed costs, low capacity utilization can negatively affect the segment’s results of operations. Further, the production of certain magnesia chemical products and lime products requires natural gas, coal and petroleum coke to fuel kilns. Price fluctuations of these fuels affect the segment’s profitability.

The Magnesia Specialties business is highly dependent on rail transportation, particularly for movement of dolomitic lime from Woodville to Manistee and direct customer shipments of dolomitic lime and magnesia chemicals products from both Woodville and Manistee. The segment can be affected by the risks outlined in Transportation Exposure on pages 69 through 71. All of Magnesia Specialties’ hourly workforce belongs to a labor union. Union contracts cover hourly employees at the Manistee, Michigan magnesia-based chemicals plant and the Woodville, Ohio lime plant. The labor contract for the Woodville and Manistee locations expire in May 2018 and August 2019, respectively.

 

 

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Management expects future organic growth to result from increased pricing, rationalization of the current product portfolio and/or further cost reductions. In the current operating environment where steel utilization is at levels close to or below 70% and the strength of the United States dollar pressures product competitiveness in international markets, any unplanned change in costs or customers introduces volatility to the earnings of the Magnesia Specialties segment.

Current Market Environment and Related Risks

Management has considered the current economic environment and its potential impact to the Corporation’s business. With the extensions of MAP-21 and the temporary solvency of the Highway Trust Fund coupled with state initiatives to secure alternative funding sources, demand for aggregates products in the infrastructure construction market showed improvement in 2015. With the passage of FAST Act in December 2015, the infrastructure market should have increased activity in 2016 and beyond. With most states in recovery or expansion, the sustained decline in energy costs may be the catalyst in certain markets to boost construction. Conversely, markets heavily dependent on the energy sector, namely Oklahoma and West Virginia, may move into a depression-like economic cycle with the decrease in oil production.

As aforementioned, declining steel utilization and United States dollar strength could adversely affect Magnesia Specialties’ operating results. While a recessionary construction economy can increase collectability risks related to receivables, lien rights and payment bonds posted by some of the Corporation’s customers help mitigate the risk of uncollectible accounts. The Corporation can experience a delay in payments from certain of its customers during the construction downturn, negatively affecting operating cash flows. Further, market performance and its impact on pension asset values may require increased cash contributions to the Corporation’s plans in subsequent years. A higher discount rate is expected to decrease the Corporation’s pension expense in 2016.

There is a risk of long-lived asset impairment at temporarily-idled locations. The timing of increased demand will determine when these locations are reopened. During the time that locations are temporarily idled, the locations’ plant and equipment continue to be depreciated. When

appropriate, mobile equipment is transferred to and used at an open location. As the Corporation continues to have long-term access to the supply of aggregates reserves and useful lives of equipment are extended, these locations are not considered to be impaired while temporarily idled. When temporarily-idled locations are reopened, it is not uncommon for repair costs to temporarily increase.

Increases in the Corporation’s estimated effective income tax rate may negatively affect the Corporation’s results of operations. A number of factors could increase the estimated effective income tax rate, including government authorities increasing taxes to fund deficits; the jurisdictions in which earnings are taxed; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of deferred tax balances; adjustments to estimated taxes based upon the filing of the consolidated federal and individual state income tax returns; changes in available tax credits; changes in stock-based compensation; other changes in tax laws; and the interpretation of tax laws and/ or administrative practices.

Internal Control and Accounting and Reporting Risk

Management concluded that the Corporation’s internal control over financial reporting was effective as of December 31, 2015. Furthermore, the Corporation’s independent registered public accounting firm issued an unqualified opinion on the effectiveness of the Corporation’s internal controls as of December 31, 2015. A system of internal control over financial reporting is designed to provide reasonable assurance, in a cost-effective manner, on the reliability of a company’s financial reporting and the process for preparing and fairly presenting financial statements in accordance with GAAP. Further, a system of internal control over financial reporting, by its nature, should be dynamic and responsive to the changing risks of the underlying business. Changes in the system of internal control over financial reporting could increase the risk of occurrence of a significant deficiency or material weakness. The Sarbanes-Oxley Act of 2002, and other related rules and regulations, have increased the scope, complexity and cost of corporate governance. As reports from the Public Company Accounting Oversight Board’s (“PCAOB”) inspections of public accounting firms continue to outline findings and recommendations, the Corporation’s efforts and costs to respond may continue to increase.

 

 

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Accounting rulemaking, which may come in the form of updates to the Accounting Standards Codification and speeches by various rule-making bodies, has become increasingly complex and generally requires significant estimates and assumptions in its interpretation and application. Further, accounting principles generally accepted in the United States continue to be reviewed, updated and subject to change by various rule-making bodies, including the Financial Accounting Standards Board (the “FASB”) and SEC (section Critical Accounting Policies and Estimates on pages 78 through 86).

The FASB and the International Accounting Standards Board continue to work on several joint projects designed to improve both accounting standards under United States generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”), and ultimately make these standards comparable. Through these projects, the boards intend to improve financial reporting information for investors while also aligning U.S. and international accounting standards. Proposed accounting changes are being issued one topic at a time and include lease accounting. The impact of potential changes could be material to the Corporation’s consolidated financial statements.

The SEC has yet to make a decision whether to incorporate IFRS into the United States financial reporting system. To date, the SEC has received strong support for retaining U.S. GAAP as the statutory basis for U.S. financial reporting and for a gradual transition incorporating international accounting standards into U.S. GAAP.

For additional discussion on risks, see the Risk Factors section in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015.

FULL-YEAR 2016 OUTLOOK

Based on current forecasts and indications of activity, the Corporation has a positive outlook for its businesses in 2016. Aggregates product line pricing is expected to increase from 6% to 8%. Volume growth is expected to continue with an increase of 5% to 7%. These gains in aggregates coupled with pricing improvements across the downstream and cement businesses, together with effective cost management and strategic growth initiatives, are expected to drive increased earnings for the year. The Corporation also expects positive trends in its business and markets, notably:

 

   

Nonresidential construction is expected to increase in both the heavy industrial and commercial sectors. The Dodge Momentum Index is near its highest level since 2009 and signals continued growth.

   

Energy-related economic activity, including follow-on public and private construction activities in primary markets, will be mixed with overall strength in downstream activity more than offsetting the decline in shale-related volumes.

   

Residential construction is expected to continue to grow, driven by positive employment gains, historically low levels of construction activity over the previous several years, low mortgage rates, significant lot absorption and higher multi-family rental rates.

   

For the public sector, modest growth is expected in 2016 as new monies begin to flow into the system, particularly in the second half of the year. Additionally, state initiatives to finance infrastructure projects, including support from TIFIA, are expected to grow and continue to play an expanded role in public-sector activity.

Based on these trends and expectations, the Corporation anticipates the following for full-year 2016:

 

   

Aggregates end-use markets compared to 2015 levels are as follows:

  -

Infrastructure market to increase mid-single digits.

  -

Nonresidential market to increase in the high-single digits.

  -

Residential market to experience a double-digit increase.

  -

ChemRock/Rail market to remain relatively flat to down modestly.

 

 

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2016 GUIDANCE

(dollars and tons in millions, except per ton)

 

      Low      High  

Consolidated Results

  

Consolidated net sales

   $ 3,500       $ 3,700   

Consolidated gross profit

   $ 875       $ 925   

SG&A

   $ 220       $ 220   

Interest expense

   $ 80       $ 80   

Estimated tax rate (excluding discrete events)

     30%         30%   

Capital Expenditures

   $ 350       $ 350   

EBITDA

   $ 930       $ 980   

Aggregates Product Line

  

Volume (total tons)1

     164.0         167.0   

% growth1

     5%         7%   

Volume (external tons)

     154.5         157.5   

% growth

     5%         7%   

Average selling price per ton

   $ 12.75       $ 13.00   

% growth

     6%         8%   

Net sales

   $ 1,950       $ 2,050   

Gross profit

   $ 570       $ 600   

Direct production cost per ton shipped

   $ 7.35       $ 7.50   

Aggregates-related downstream operations

  

Net sales

   $ 1,000       $ 1,100   

Gross profit

   $ 100       $ 105   

Cement

  

Volume (external tons)

     2.8         2.9   

% growth2

     8%         11%   

Average selling price per ton

   $ 110.00       $ 112.00   

% growth2

     5%         7%   

Net sales

   $ 310       $ 325   

Gross profit

   $ 125       $ 135   

Magnesia Specialties

  

Net sales

   $ 235       $ 240   

Gross profit

   $ 80       $ 85   

1 Represents 2016 total aggregates volumes, which includes approximately 9.5 million internal tons. Volume growth ranges are in comparison to total volumes of 156.4 million tons as reported for the full year 2015, which includes 9.2 million internal tons.

2 2016 cement volume and price growth ranges are provided for Texas cement. The 2015 comparable excludes the sales of $98 million and volumes of 1.1 million tons related to the California cement operations which were sold in the third quarter of 2015.

Risks To Outlook

The 2016 outlook includes management’s assessment of the likelihood of certain risks and uncertainties that will affect performance, including but not limited to: both price and volume, and a recurrence of widespread decline in aggregates volume negatively affecting aggregates price; the termination, capping and/or reduction of the federal and/or state gasoline tax(es) or other revenue related to infrastructure construction; a significant change in the funding patterns for traditional federal, state and/or local infrastructure projects; a reduction in defense spending, and the subsequent impact on construction activity on or near military bases; a decline in nonresidential construction; a further decline in energy-related drilling activity resulting from a sustained period of low global oil prices or changes in oil production patterns in response to this decline and certain regulatory or other economic factors; a slowdown in the residential construction recovery, or some combination thereof; a reduction in economic activity in the Corporation’s Midwest states resulting from reduced funding levels provided by the Agricultural Act of 2014 and a reduction in capital investment by the railroads; an increase in the cost of compliance with governmental laws and regulations; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/ or significant disruption to cement production facilities; and the possibility that certain expected synergies and operating efficiencies in connection with the TXI acquisition are not realized within the expected time-frames or at all. Further, increased highway construction funding pressures resulting from either federal or state issues can affect profitability. If these negatively affect transportation budgets more than in the past, construction spending could be reduced. Cement is subject to cyclical supply and demand and price fluctuations. Any unplanned changes in costs or realignment of customers in the Magnesia Specialties’ business introduce volatility to the earnings of this segment. Further, Magnesia Specialties earnings can be negatively impacted by declining steel utilization and the United States dollar’s strength in the segment’s international markets.

The Corporation’s principal business serves customers in aggregates-related construction markets. This concentration could increase the risk of potential losses on customer receivables; however, payment bonds normally posted on public projects, together with lien rights on private projects,

 

 

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help to mitigate the risk of uncollectible receivables. The level of aggregates demand in the Corporation’s end-use markets, production levels and the management of production costs will affect the operating leverage of the Aggregates business and, therefore, profitability. Production costs in the Aggregates business are also sensitive to energy and raw material prices, both directly and indirectly. Diesel fuel and other consumables change production costs directly through consumption or indirectly by increased energy-related input costs, such as steel, explosives, tires and conveyor belts. Fluctuating diesel fuel pricing also affects transportation costs, primarily through fuel surcharges in the Corporation’s long-haul distribution network. The Cement business is also energy intensive and fluctuations in the price of coal and natural gas affects costs. The Magnesia Specialties business is sensitive to changes in domestic steel capacity utilization and the absolute price and fluctuations in the cost of natural gas.

Transportation in the Corporation’s long-haul network, particularly the supply of rail cars and locomotive power and condition of rail infrastructure to move trains, affects the Corporation’s ability to efficiently transport aggregates into certain markets, most notably Texas, Florida and the Gulf Coast. In addition, availability of rail cars and locomotives affects the Corporation’s ability to move dolomitic lime, a key raw material for magnesia chemicals, to both the Corporation’s plant in Manistee, Michigan, and customers. The availability of trucks, drivers and railcars to transport the Corporation’s products, particularly in markets experiencing high growth and increased demand, is also a risk and pressures the associated costs.

All of the Corporation’s businesses are also subject to weather-related risks that can significantly affect production schedules and profitability. The first and fourth quarters are most adversely affected by winter weather. Hurricane activity in the Atlantic Ocean and Gulf Coast generally is most active during the third and fourth quarters.

Risks to the outlook also include shipment declines as a result of economic events beyond the Corporation’s control. In addition to the impact on nonresidential and residential construction, the Corporation is exposed to risk in its estimated outlook from credit markets and the availability of and interest cost related to its debt.

The Corporation’s future performance is also exposed to risks from tax changes at the federal and state levels.

For a discussion of additional risks, see Forward-Looking Statements – Safe Harbor Provisions on pages 92 and 93.

OTHER FINANCIAL INFORMATION

Critical Accounting Policies and Estimates

The Corporation’s audited consolidated financial statements include certain critical estimates regarding the effect of matters that are inherently uncertain. These estimates require management’s subjective and complex judgments. Amounts reported in the Corporation’s consolidated financial statements could differ materially if management used different assumptions in making these estimates, resulting in actual results differing from those estimates. Methodologies used and assumptions selected by management in making these estimates, as well as the related disclosures, have been reviewed by and discussed with the Corporation’s Audit Committee. Management’s determination of the critical nature of accounting estimates and judgments may change from time to time depending on facts and circumstances that management cannot currently predict.

Business Combinations – Allocation of Purchase Price

The Corporation’s Board of Directors and management regularly review strategic long-term plans, including potential investments in value-added acquisitions of related or similar businesses, which would increase the Corporation’s market share and/or are related to the Corporation’s existing markets. When an acquisition is completed, the Corporation’s consolidated statements of earnings include the operating results of the acquired business starting from the date of acquisition, which is the date that control is obtained. The purchase price is determined based on the fair value of assets and equity interests given to the seller and any future obligations to the seller as of the date of acquisition. Additionally, conversion of the seller’s equity awards into equity awards of the Corporation can affect the purchase price. The Corporation allocates the purchase price to the fair values of the tangible and intangible assets acquired and liabilities assumed as valued at the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. The purchase price allocation is a critical accounting policy

 

 

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because the estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Further, the amounts and useful lives assigned to depreciable and amortizable assets versus amounts assigned to goodwill and indefinite-lived intangible assets, which are not amortized, can significantly affect the results of operations in the period of and in periods subsequent to a business combination.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, and, therefore, represents an exit price. A fair-value measurement assumes the highest and best use of the asset by market participants, considering the use of the asset that is physically possible, legally permissible, and financially feasible at the measurement date. The Corporation assigns the highest level of fair value available to assets acquired and liabilities assumed based on the following options:

 

   

Level 1 – Quoted prices in active markets for identical assets and liabilities

 

   

Level 2 – Observable inputs, other than quoted prices, for similar assets or liabilities in active markets

 

   

Level 3 – Unobservable inputs are used to value the asset or liability which includes the use of valuation models

Level 1 fair values are used to value investments in publicly-traded entities and assumed obligations for publicly-traded long-term debt.

Level 2 fair values are typically used to value acquired receivables, inventories, machinery and equipment, land, buildings, deferred income tax assets and liabilities, and accruals for payables, asset retirement obligations, environmental remediation and compliance obligations, and contingencies. Additionally, Level 2 fair values are typically used to value assumed contracts that are not at market rates.

Level 3 fair values are used to value acquired mineral reserves and mineral interests produced and sold as final products, and separately-identifiable intangible assets. The fair values of mineral reserves and mineral interests produced and sold as final products are determined using an excess earnings approach, which requires management to estimate future cash flows, net of capital investments in the specific operation and contributory asset charges. The estimate of

future cash flows is based on available historical information and on future expectations and assumptions determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, shipment volumes, production costs and capital needs. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would require if purchasing the acquired business, with an adjustment for the risk of these assets generating the projected cash flows.

The Corporation values separately-identifiable acquired intangible assets which may include, but are not limited to, permits, customer relationships, water rights and noncompetition agreements. The fair values of these assets are typically determined by an excess earnings method, a replacement cost method or, in the case of water rights, a market approach.

The useful lives of amortizable intangible assets and the remaining useful lives for acquired machinery and equipment have a significant impact on earnings. The selected lives are based on the periods that the assets provide value to the Corporation subsequent to the business combination.

The Corporation may adjust the amounts recognized for a business combination during a measurement period after the acquisition date. Any such adjustments are based on the Corporation obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement-period adjustments are generally recorded as increases or decreases to the goodwill recognized in the transaction. The measurement period ends once the Corporation has obtained all necessary information that existed as of the acquisition date, but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period are recorded through earnings.

Impairment Review of Goodwill

Goodwill is required to be tested at least annually for impairment. The impairment evaluation of goodwill is a critical accounting estimate because goodwill represents 30% of the Corporation’s total assets at December 31, 2015, primarily driven by the July 2014 acquisition of TXI. The evaluation requires

 

 

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management to apply judgment and make assumptions and an impairment charge could be material to the Corporation’s financial condition and results of operations. The Corporation performs its impairment evaluation as of October 1, which represents the ongoing annual evaluation date.

The Corporation’s reporting units, which represent the level at which goodwill is tested for impairment, are based on the geographic regions of the Aggregates business. As of October 1, 2015, the reporting units for the Aggregates business were as follows:

 

   

Mid-Atlantic Division, which includes North Carolina, South Carolina, Maryland and Virginia;

   

Mideast Division, which includes Indiana, Kentucky, Ohio and West Virginia;

 

   

Midwest Division, which includes Iowa, northern Kansas, Minnesota, Missouri, eastern Nebraska and Washington;

 

   

Southeast Division, which includes Alabama, Florida, Georgia, Tennessee and offshore operations in the Bahamas and Nova Scotia;

 

   

Rocky Mountain Division, which includes Colorado, western Nebraska, Nevada, Utah and Wyoming; and

 

   

Southwest Division, which includes Arkansas, southern Kansas, Louisiana, Oklahoma and Texas.

Additionally, the Cement and Magnesia Specialties businesses are separate reporting units. There is no goodwill related to the Magnesia Specialties business.

Any impact on reporting units resulting from organizational changes made by management is reflected in the succeeding evaluation. Disclosures for certain of the aforementioned reporting units within the Aggregates business meet the aggregation criteria and are consolidated as reportable segments for financial reporting purposes.

Goodwill is assigned to the respective reporting unit(s) based on the location of acquisitions at the time of consummation. Goodwill is tested for impairment by comparing the reporting unit’s fair value to its carrying value, which represents Step 1 of a two-step approach. However, prior to Step 1, the Corporation may perform an optional qualitative assessment. As part of the qualitative assessment, the Corporation considers, among other things, the following events and circumstances: macroeconomic conditions, industry

and market conditions, cost factors, overall financial performance and other business- or reporting unit-specific events. If the Corporation concludes that it is more likely than not (i.e., a likelihood of more than 50%) that a reporting unit’s fair value is higher than its carrying value, the Corporation does not perform any further goodwill impairment testing for that reporting unit. Otherwise, it proceeds to Step 1 of its goodwill impairment analysis. The Corporation may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative calculation in Step 1. When the Corporation validates its conclusion by measuring fair value, it may resume performing a qualitative assessment for a reporting unit in any subsequent period. If the reporting unit’s fair value exceeds its carrying value, no further calculation is necessary. A reporting unit with a carrying value in excess of its fair value constitutes a Step 1 failure and leads to a Step 2 evaluation to determine the goodwill write off. If a Step 1 failure occurs, the excess of the carrying value over the fair value does not equal the amount of the goodwill write off. Step 2 requires the calculation of the implied fair value of goodwill by allocating the fair value of the reporting unit to its tangible and intangible assets, other than goodwill, similar to the purchase price allocation performed for an acquisition of a business. The remaining unallocated fair value represents the implied fair value of the goodwill. If the implied fair value of goodwill exceeds its carrying amount, there is no impairment. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recorded for the difference. When performing Step 2 and allocating a reporting unit’s fair value, assets having a higher fair value compared with book value increase any possible write off of impaired goodwill.

For the 2015 annual impairment evaluation, the Corporation performed qualitative assessments for the Aggregates business reporting units. Based on the totality of drivers of fair value and relevant facts and circumstances, the Corporation determined that it is more likely than not that the fair values of each of these reporting units exceed their respective carrying amounts.

The Corporation performed a Step 1 analysis for the Cement business reporting unit in 2015. The fair value was calculated using a discounted cash flow model. Key assumptions included management’s estimates of future profitability, capital requirements, discount rate of 10.0%, and terminal growth rate of 3.5%. The fair value of the Cement business reporting unit exceeded its carrying value by 8%, or $130

 

 

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million. For sensitivity purposes, a 100-basis-point increase in the discount rate would result in the Cement business reporting unit failing the Step 1 analysis. The Cement business reporting unit had $865 million of goodwill at December 31, 2015.

Price, cost and volume changes, profitability, efficiency improvements, the discount rate and the terminal growth rate are significant assumptions in performing a Step 1 analysis. These assumptions are interdependent and have a significant impact on the results of the test.

Future profitability and capital requirements are, by their nature, estimates. Price, cost and volume assumptions were based on current forecasts, including the use of external sources, and market conditions. Capital requirements included maintenance-level needs, efficiency projects, and known capacity-increasing initiatives.

A discount rate is calculated for each reporting unit that requires a Step 1 analysis and represents its weighted average cost of capital. The calculation of the discount rate includes the following components, which are primarily based on published sources: equity risk premium, historical beta, risk-free interest rate, small-stock premium, company-specific premium, and borrowing rate.

The terminal growth rate was based on the projected annual increase in Gross Domestic Product.

Management believes that all assumptions used were reasonable based on historical operating results and expected future trends. However, if future operating results are unfavorable as compared with forecasts, the results of future goodwill impairment evaluations could be negatively affected. Further, mineral reserves, which represent underlying assets producing the reporting units’ cash flows for the Aggregates and Cement businesses, are depleting assets by their nature. The potential write off of goodwill from future evaluations represents a risk to the Corporation.

Pension Expense-Selection of Assumptions

The Corporation sponsors noncontributory defined benefit pension plans that cover substantially all employees and a Supplemental Excess Retirement Plan (“SERP”) for certain retirees (see Note J to the audited consolidated financial statements on pages 30 through 34). Annual pension expense (inclusive of SERP expense) consists of several components:

 

   

Service Cost, which represents the present value of benefits attributed to services rendered in the current year, measured by expected future salary levels.

 

   

Interest Cost, which represents one year’s additional interest on the outstanding liability.

 

   

Expected Return on Assets, which represents the expected investment return on pension fund assets.

 

   

Amortization of Prior Service Cost and Actuarial Gains and Losses, which represents components that are recognized over time rather than immediately. Prior service cost represents credit given to employees for years of service prior to plan inception. Actuarial gains and losses arise from changes in assumptions regarding future events or when actual returns on assets differ from expected returns. At December 31, 2015, unrecognized actuarial loss and unrecognized prior service cost were $178.8 million and $1.0 million, respectively. Pension accounting rules currently allow companies to amortize the portion of the unrecognized actuarial loss that represents more than 10% of the greater of the projected benefit obligation or pension plan assets, using the average remaining service life for the amortization period. Therefore, the $178.8 million unrecognized actuarial loss consists of $103.3 million that is currently subject to amortization in 2016 and $75.5 million that is not subject to amortization in 2016. $11.3 million of amortization of the actuarial loss will be a component of 2016 annual pension expense.

These components are calculated annually to determine the pension expense that is reflected in the Corporation’s results of operations.

 

 

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Management believes the selection of assumptions related to the annual pension expense is a critical accounting estimate due to the high degree of volatility in the expense dependent on selected assumptions. The key assumptions are as follows:

 

   

The discount rate is the rate used to present value the pension obligation and represents the current rate at which the pension obligations could be effectively settled.

 

   

The expected long-term rate of return on pension fund assets is used to estimate future asset returns and should reflect the average rate of long-term earnings on assets already invested or to be invested to provide for the benefits included in the projected benefit obligation.

 

   

The mortality table represents published statistics on the expected lives of people.

 

   

The rate of increase in future compensation levels is also a key assumption that projects the pay-related pension benefit formula and should estimate actual future compensation levels.

Management’s selection of the discount rate is based on an analysis that estimates the current rate of return for high-quality, fixed-income investments with maturities matching the payment of pension benefits that could be purchased to settle the obligations. The Corporation selected a hypothetical portfolio of Moody’s Aa bonds with maturities that mirror the benefit obligations to determine the discount rate. At December 31, 2015, the Corporation selected a discount rate assumption of 4.67%, a 42-basis-point increase over the prior-year assumption. Of the four key assumptions, the discount rate is generally the most volatile and sensitive estimate. Accordingly, a change in this assumption has the most significant impact on the annual pension expense.

Management’s selection of the rate of increase in future compensation levels is generally based on the Corporation’s historical salary increases, including cost of living adjustments and merit and promotion increases, giving consideration to any known future trends. A higher rate of increase results in higher pension expense. The actual rate of increase in compensation levels in 2015 was lower than the assumed long-term rate of increase of 4.5%.

Management’s selection of the expected long-term rate of return on pension fund assets is based on a building-block approach, whereby the components are weighted based on the allocation of pension plan assets. Given that these returns are long-term, there are generally not significant fluctuations in the expected rate of return from year to year. Based on the currently projected returns on these assets, the Corporation selected an expected return on assets of 7.0%, consistent with the prior-year rate. The following table presents the expected return on pension assets as compared with the actual return on pension assets:

 

     Expected Return      Actual Return  
(add 000)    on Pension Assets      on Pension Assets  

2015

     $36,385         $     (651)   

2014

     $32,661         $ 26,186    

2013

     $26,660         $ 59,882    

The difference between expected return on pension assets and the actual return on pension assets is not immediately recognized in the consolidated statements of earnings. Rather, pension accounting rules require the difference to be included in actuarial gains and losses, which are amortized into annual pension expense as previously described.

The Corporation estimates the remaining lives of participants in the pension plans using a table issued by the Society of Actuaries. For 2015, the Corporation estimated the remaining lives of participants in the pension plans using the RP-2014 Mortality Table. The no-collar table was used for salaried participants and the blue-collar table, reflecting the experience of the Corporation’s participants, was used for hourly participants.

Assumptions are selected on December 31 to calculate the succeeding year’s expense. For the 2015 pension expense, assumptions selected at December 31, 2014 were as follows:

 

Discount rate

     4.25%   

Rate of increase in future compensation levels

     4.50%   

Expected long-term rate of return on assets

     7.00%   

Average remaining service period for participants

     10 years   

RP 2014 Mortality Table

  
 

 

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Using these assumptions, 2015 pension expense was $39.4 million. A change in the assumptions would have had the following impact on 2015 expense:

 

   

A change of 25 basis points in the discount rate would have changed 2015 expense by approximately $2.6 million.

   

A change of 25 basis points in the expected long-term rate of return on assets would have changed the 2015 expense by approximately $1.2 million.

For 2016 pension expense, assumptions selected at December 31, 2015 were as follows:

 

Discount rate

     4.67%   

Rate of increase in future compensation levels

     4.50%   

Expected long-term rate of return on assets

     7.00%   

Average remaining service period for participants

     10 years   

RP-2014 Mortality Table

  

Using these assumptions, 2016 pension expense is expected to be approximately $31.4 million, excluding termination benefits related to TXI, based on current demographics and structure of the plans. Changes in the underlying assumptions would have the following estimated impact on the 2016 expected expense:

 

   

A change of 25 basis points in the discount rate would change the 2016 expected expense by approximately $2.8 million.

 

   

A change of 25 basis points in the expected long-term rate of return on assets would change the 2016 expected expense by approximately $1.3 million.

The Corporation made pension plan contributions of $53.9 million in 2015 and $172.2 million for the five-year period ended December 31, 2015. Despite these contributions, the Corporation’s pension plans are underfunded (projected benefit obligation exceeds the fair value of plan assets) by $208.0 million at December 31, 2015. The Corporation’s projected benefit obligation was $754.5 million at December 31, 2015, relatively constant compared with December 31, 2014. The Corporation expects to make pension plan and SERP contributions of $29.9 million in 2016.

Estimated Effective Income Tax Rate

The Corporation uses the liability method to determine its provision for income taxes. Accordingly, the annual provision

for income taxes reflects estimates of the current liability for income taxes, estimates of the tax effect of financial reporting versus tax basis differences using statutory income tax rates and management’s judgment with respect to any valuation allowances on deferred tax assets. The result is management’s estimate of the annual effective tax rate (the “ETR”).

Income for tax purposes is determined through the application of the rules and regulations under the United States Internal Revenue Code and the statutes of various foreign, state and local tax jurisdictions in which the Corporation conducts business. Changes in the statutory tax rates and/or tax laws in these jurisdictions can have a material effect on the ETR. The effect of these changes, if any, is recognized when the change is enacted.

As prescribed by these tax regulations, as well as generally accepted accounting principles, the manner in which revenues and expenses are recognized for financial reporting and income tax purposes is not always the same. Therefore, these differences between the Corporation’s pretax income for financial reporting purposes and the amount of taxable income for income tax purposes are treated as either temporary or permanent, depending on their nature.

Temporary differences reflect revenues or expenses that are recognized in financial reporting in one period and taxable income in a different period. An example of a temporary difference is the use of the straight-line method of depreciation of machinery and equipment for financial reporting purposes and the use of an accelerated method for income tax purposes. Temporary differences result from differences between the financial reporting basis and tax basis of assets or liabilities and give rise to deferred tax assets or liabilities (i.e., future tax deductions or future taxable income). Therefore, when temporary differences occur, they are offset by a corresponding change in a deferred tax account. As such, total income tax expense as reported in the Corporation’s consolidated statements of earnings is not changed by temporary differences.

The Corporation has deferred tax liabilities, primarily for property, plant and equipment and goodwill. The deferred tax liabilities attributable to property, plant and equipment relate to accelerated depreciation and depletion methods used for

 

 

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income tax purposes as compared with the straight-line and units of production methods used for financial reporting purposes. These temporary differences will reverse over the remaining useful lives of the related assets. The deferred tax liabilities attributable to goodwill arise as a result of amortizing goodwill for income tax purposes but not for financial reporting purposes. This temporary difference reverses when goodwill is written off for financial reporting purposes, either through divestitures or an impairment charge. The timing of such events cannot be estimated.

The Corporation has deferred tax assets, primarily for unvested stock-based compensation awards, employee pension and postretirement benefits, valuation reserves, inventories, net operating loss carryforwards and tax credit carryforwards. The deferred tax assets attributable to unvested stock-based compensation awards relate to differences in the timing of deductibility for financial reporting purposes versus income tax purposes. For financial reporting purposes, the fair value of the awards is deducted ratably over the requisite service period. For income tax purposes, no deduction is allowed until the award is vested or no longer subject to substantial risk of forfeiture. Deferred tax assets are carried on stock options that have exercise prices in excess of the closing price of the Corporation’s common stock at December 31, 2015. If these options expire without being exercised, the deferred tax assets are written off by reducing the pool of excess tax benefits to the extent available and expensing any excess. The deferred tax assets attributable to employee pension and postretirement benefits relate to deductions as plans are funded for income tax purposes as compared with deductions for financial reporting purposes that are based on accounting standards. The reversal of these differences depends on the timing of the Corporation’s contributions to the related benefit plans as compared to the annual expense for financial reporting purposes. The deferred tax assets attributable to valuation reserves and inventories relate to the deduction of estimated cost reserves and various period expenses for financial reporting purposes that are deductible in a later period for income tax purposes. The reversal of these differences depends on facts and circumstances, including the timing of deduction for income tax purposes for reserves previously established and the establishment of additional reserves for financial reporting purposes. At December 31, 2015, the Corporation had federal and state net operating loss carryforwards of $33.9 million and $273.3 million, respectively, with varying expiration dates through 2035 and related

state deferred tax assets of $11.4 million. The Corporation established a reserve of $8.7 million for these deferred tax assets based on the uncertainty of generating future taxable income in the respective jurisdictions during the limited period that the net operating loss carryforwards can be utilized under state statutes. The Corporation utilized total federal net operating loss carryforwards of $476.0 million in 2015. Additionally, the Corporation had domestic tax credit carryforwards of $3.2 million, for which a valuation allowance of $0.3 million was recorded at December 31, 2015, and alternative minimum tax credit carryforwards of $48.2 million.

Property, Plant and Equipment

Net property, plant and equipment represent 45% of total assets at December 31, 2015. Accordingly, accounting for these assets represents a critical accounting policy. Useful lives of the assets can vary depending on factors, including production levels, geographic location, portability and maintenance practices. Additionally, climate and inclement weather can reduce the useful life of an asset. Historically, the Corporation has not recognized significant losses on the disposal or retirement of fixed assets.

The Corporation evaluates aggregates reserves, including aggregates reserves used in the cement manufacturing process, in several ways, depending on the geology at a particular location and whether the location is a potential new site (greensite), an acquisition or an existing operation. Greensites require an extensive drilling program before any significant investment is made in terms of time, site development or efforts to obtain appropriate zoning and permitting (see section Environmental Regulation and Litigation on pages 72 and 73). The depth of overburden and the quality and quantity of the aggregates reserves are significant factors in determining whether to pursue opening the site. Further, the estimated average selling price for products in a market is also a significant factor in concluding that reserves are economically mineable. If the Corporation’s analysis based on these factors is satisfactory, the total aggregates reserves available are calculated and a determination is made whether to open the location. Reserve evaluation at existing locations is typically performed to evaluate purchasing adjoining properties, for quality control, calculating overburden volumes and for mine planning. Reserve evaluation of acquisitions may require a higher degree of sampling to locate any problem areas that may exist and to verify the total reserves.

 

 

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Well-ordered subsurface sampling of the underlying deposit is basic to determining reserves at any location. This subsurface sampling usually involves one or more types of drilling, determined by the nature of the material to be sampled and the particular objective of the sampling. The Corporation’s objectives are to ensure that the underlying deposit meets aggregates specifications and the total reserves on site are sufficient for mining and economically recoverable. Locations underlain with hard rock deposits, such as granite and limestone, are drilled using the diamond core method, which provides the most useful and accurate samples of the deposit. Selected core samples are tested for soundness, abrasion resistance and other physical properties relevant to the aggregates industry and depending on its use. The number and depth of the holes are determined by the size of the site and the complexity of the site-specific geology. Some geological factors that may affect the number and depth of holes include faults, folds, chemical irregularities, clay pockets, thickness of formations and weathering. A typical spacing of core holes on the area to be tested is one hole for every four acres, but wider spacing may be justified if the deposit is homogeneous.

Despite previous drilling and sampling, once accessed, the quality of reserves within a deposit can vary. Construction contracts, for the infrastructure market in particular, include specifications related to the aggregates material. If a flaw in the deposit is discovered, the aggregates material may not meet the required specifications. This can have an adverse effect on the Corporation’s ability to serve certain customers or on the Corporation’s profitability. In addition, other issues can arise that limit the Corporation’s ability to access reserves in a particular quarry, including geological occurrences, blasting practices and zoning issues.

Locations underlain with sand and gravel are typically drilled using the auger method, whereby a 6-inch corkscrew brings up material from below the ground which is then sampled. Deposits in these locations are typically limited in thickness, and the quality and sand-to-gravel ratio of the deposit can vary both horizontally and vertically. Hole spacing at these locations is approximately one hole for every acre to ensure a representative sampling.

The geologist conducting the reserve evaluation makes the decision as to the number of holes and the spacing in accordance with standards and procedures established by the Corporation. Further, the anticipated heterogeneity of

the deposit, based on U.S. geological maps, also dictates the number of holes used.

The generally accepted reserve categories for the aggregates industry and the designations the Corporation uses for reserve categories are summarized as follows:

Proven Reserves – These reserves are designated using closely spaced drill data as described above and a determination by a professional geologist that the deposit is relatively homogeneous based on the drilling results and exploration data provided in U.S. geologic maps, the U.S. Department of Agriculture soil maps, aerial photographs and/or electromagnetic, seismic or other surveys conducted by independent geotechnical engineering firms. The proven reserves that are recorded reflect reductions incurred as a result of quarrying that result from leaving ramps, safety benches, pillars (underground), and the fines (small particles) that will be generated during processing. Proven reserves are further reduced by reserves that are under the plant and stockpile areas, as well as setbacks from neighboring property lines. The Corporation typically assumes a loss factor of 25%. However, the assumed loss factor at coastal operations is approximately 40% due to the nature of the material. The assumed loss factor for underground operations is 35% due to pillars.

Probable Reserves – These reserves are inferred utilizing fewer drill holes and/or assumptions about the economically recoverable reserves based on local geology or drill results from adjacent properties.

The Corporation’s proven and probable reserves reflect reasonable economic and operating constraints as to maximum depth of overburden and stone excavation, and also include reserves at the Corporation’s inactive and undeveloped sites, including some sites where permitting and zoning applications will not be filed until warranted by expected future growth. The Corporation has historically been successful in obtaining and maintaining appropriate zoning and permitting (see section Environmental Regulation and Litigation on pages 72 and 73).

Mineral reserves and mineral interests, when acquired in connection with a business combination, are valued using an excess earnings approach for the life of the proven and probable reserves.

 

 

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The Corporation uses proven and probable reserves as the denominator in its units-of-production calculation to record depletion expense for its mineral reserves and mineral interests. During 2015, depletion expense was $14.3 million.

The Corporation begins capitalizing quarry development costs at a point when reserves are determined to be proven or probable, economically mineable and when demand supports investment in the market. Capitalization of these costs ceases when production commences. Quarry development costs are classified as land improvements.

New mining areas may be developed at existing quarries in order to access additional reserves. When this occurs, management reviews the facts and circumstances of each situation in making a determination as to the appropriateness of capitalizing or expensing the related pre-production development costs. If the additional mining location operates in a separate and distinct area of a quarry, the costs are capitalized as quarry development costs and depreciated over the life of the uncovered reserves. Further, a separate asset retirement obligation is created for additional mining areas when the liability is incurred. Once a new mining area enters the production phase, all post-production stripping costs are expensed as incurred as periodic inventory production costs.

Inventory Standards

The Corporation values its finished goods inventories under the first-in, first-out methodology using standard costs. For quarries, standards are developed using production costs for a twelve-month period, in addition to complying with the principle of lower of cost or net realizable value, and adjusting, if necessary, for normal capacity levels and abnormal costs. In addition to production costs, standards for distribution yards include a freight component for the cost of transporting the inventory from a quarry to the distribution yard and materials handling costs. Preoperating start-up costs are expensed as incurred and not capitalized as part of inventory costs. In periods in which production costs, in particular energy costs, and/or production volumes have changed significantly from the prior period, the revision of standards can have a significant impact on the Corporation’s operating results (see section Cost Structure on pages 67 through 69).

Standard costs for the Aggregates business are updated on a quarterly basis to match finished goods inventory values with changes in production costs and production volumes.

Liquidity and Cash Flows

Operating Activities

The Corporation’s primary source of liquidity during the past three years has been cash generated from its operating activities. Operating cash flow is substantially derived from consolidated net earnings, before deducting depreciation, depletion and amortization, and offset by working capital requirements. Cash provided by operations was $573.2 million in 2015, $381.7 million in 2014, and $309.0 million in 2013. The increases in 2015 and 2014 were primarily attributable to higher earnings before depreciation, depletion and amortization expense. The 2014 increase was partially offset by $70.4 million of payments for TXI acquisition-related expenses.

 

LOGO

Depreciation, depletion and amortization were as follows:

years ended December 31                     
(add 000)    2015      2014      2013  

Depreciation

   $  232,527       $  200,242       $ 162,638   

Depletion

     14,347         11,000         5,695   

Amortization

     16,713         11,504         5,428   

Total

   $  263,587       $  222,746       $ 173,761   

The increase in depreciation, depletion and amortization expense in 2015 and 2014 is primarily attributable to the TXI acquisition on July 1, 2014.

Investing Activities

Net cash provided by investing activities was $88.5 million in 2015 and cash used for investing activities was $49.3 million in 2014 and $214.5 million in 2013.

 

 

Martin Marietta  |  Page 86


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Capital spending by reportable segment, excluding acquisitions, was as follows:    

 

years ended December 31                     
(add 000)    2015      2014      2013  

Mid-America Group

   $ 73,255       $ 75,253       $ 81,232   

Southeast Group

     12,155         22,135         18,444   

West Group

     198,570         112,994         44,380   

Total Aggregates Business

     283,980         210,382         144,056   

Cement

     9,599         3,864           

Magnesia Specialties

     8,916         2,588         4,700   

Corporate

     15,737         15,349         6,477   

Total

   $ 318,232       $ 232,183       $ 155,233   

Increased capital spending in 2015 and 2014 for the West Group is attributable to investments in the legacy TXI locations and the construction of the new Medina limestone quarry near San Antonio, the largest internal capital project in the Corporation’s history.

The Corporation paid cash of $43.2 million, $0.2 million and $64.5 million for acquisitions in 2015, 2014 and 2013, respectively.

Proceeds from divestitures and sales of assets include cash from the sales of surplus land and equipment and the divestitures of several Aggregates business’ operations and, in 2015, the divestiture of the California cement operations. These transactions provided pretax cash of $448.1 million in 2015, $122.0 million in 2014 and $8.6 million in 2013. Proceeds in 2014 primarily relate to the required sale of an aggregates quarry in Oklahoma and two rail yards in Texas as a result of an agreement between the Corporation and the U.S. Department of Justice as part of its review of the TXI business combination.

In 2013, the Corporation loaned $3.4 million to an unconsolidated affiliate. The loan was repaid in full in 2015.

Financing Activities

The Corporation used $601.9 million, $266.1 million and $77.4 million of cash for financing activities during 2015, 2014 and 2013, respectively.

Net repayments of long-term debt were $14.7 million, $188.5 million and $16.7 million in 2015, 2014 and 2013, respectively. As discussed in Note G of the audited consolidated financial statements, in December 2014, the Corporation completed a private offering, subsequently exchanged for public notes,

of $700 million of senior unsecured notes. Net proceeds from the offering, along with cash on hand and incremental drawings on the trade facility, were used to redeem $650 million of assumed 9.25% notes from TXI plus a make-whole premium and accrued unpaid interest.

During 2015, the Corporation repurchased 3.3 million shares for a total cost of $520.0 million, or $158.25 per share.

For each of the years ended December 31, 2015, 2014 and 2013, the Board of Directors approved total cash dividends on the Corporation’s common stock of $1.60 per share. Total cash dividends were $107.5 million in 2015, $91.3 million in 2014 and $74.2 million in 2013.

Cash provided by issuances of common stock, which represents the exercises of stock options, was $37.1 million, $39.7 million, $11.7 million in 2015, 2014 and 2013, respectively.

Excess tax benefits from stock-based compensation transactions were $2.5 million and $2.4 million in 2014 and 2013, respectively.

During 2014, the Corporation acquired the remaining interests in two joint ventures in separate transactions for $19.5 million.

Capital Structure and Resources

Long-term debt, including current maturities, was $1.573 billion at the end of 2015. The Corporation’s debt was principally in the form of publicly-issued long-term notes and debentures and $224.1 million of borrowings under variable-rate credit facilities at December 31, 2015.

In connection with the TXI acquisition in 2014, the Corporation refinanced debt assumed from TXI by issuing $700 million of senior unsecured notes, which included $300 million of three-year variable-rate senior notes and $400 million of 4.25% ten-year senior notes.

The Corporation, through a wholly-owned special-purpose subsidiary, has a trade receivable securitization facility (the “Trade Receivable Facility”) with borrowing capacity of $250 million and a maturity date of September 30, 2016. The Trade Receivable Facility is backed by eligible trade receivables, as defined, of $363.2 million at December 31, 2015. These receivables are originated by the Corporation and then sold to the wholly-owned special-purpose subsidiary by

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

the Corporation. The Corporation continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary. The Trade Receivable Facility contains a cross-default provision to the Corporation’s other debt agreements.

The Credit Agreement (which consists of a $250 million Term Loan Facility and a $350 million Revolving Facility) requires the Corporation’s ratio of consolidated debt to consolidated EBITDA, as defined by the Credit Agreement, for the trailing-twelve month period (the “Ratio”) to not exceed 3.5x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its ratings on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s as a result of the acquisition and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, under the Credit Agreement, if there are no amounts outstanding under the Revolving Facility, consolidated debt, including debt for which the Corporation is a co-borrower, will be reduced for purposes of the covenant calculation by the Corporation’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million.

At December 31, 2015, the Corporation’s ratio of consolidated net debt to consolidated EBITDA, as defined, for the trailing-twelve month EBITDA was 1.88 times and was calculated as follows (dollars in thousands):

 

    

Twelve-Month Period

January 1, 2015 to

December 31, 2015

 

Net earnings from continuing operations attributable to Martin Marietta Materials Inc.

       $ 288,792   

Add back:

 

                

  

Interest expense

       76,287   

Income tax expense

       124,793   

Depreciation, depletion and amortization expense

     260,836   

Stock-based compensation expense

     13,589   

Nonrecurring transactions (acquisition-related expenses and net loss on divestitures)

     21,941   

Deduct:

    

Interest income

       (352
    

 

 

 

Consolidated EBITDA, as defined

 

         $ 785,886   
    

 

 

 

Consolidated net debt, as defined and including debt for which the Corporation is a co-borrower, at December 31, 2015

       $

 

1,480,068

 

  

 

    

 

 

 

Consolidated net debt to consolidated EBITDA, as defined, at December 31, 2015 for trailing-twelve month EBITDA

    

 

1.88x

 

  

 

    

 

 

 

Total equity was $4.06 billion at December 31, 2015. At that date, the Corporation had an accumulated other comprehensive loss of $105.6 million, resulting from unrecognized actuarial losses and prior service costs related to pension and postretirement benefits, foreign currency translation loss and the unamortized loss on terminated forward starting interest rate swap agreements.

The Corporation may repurchase shares of its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. During 2015, the Board of Directors granted authority for the Corporation to repurchase an additional 15.0 million shares of common stock for a total repurchase authorization of 20.0 million shares. Under that authorization, the Corporation repurchased 3,285,000 shares of its common stock for an aggregate purchase price of $520.0 million. In 2016, the Corporation expects to allocate capital for additional share repurchases based on available excess free cash flow, defined as operating cash flow less capital expenditures and dividends, subject to a leverage target of 2.0 times debt-to-EBITDA and consideration of other capital needs. Future repurchases are expected to be carried out through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share purchase transactions, or any combination of such methods. The Corporation expects to complete the repurchase program over the next several years, though the actual timing of completion will be based on an ongoing assessment of the capital needs of the business, the market price of its common stock and general market conditions. Share repurchases will be executed based on then-current business and market factors so the actual return of capital in any single quarter may vary. The repurchase program may be modified, suspended or discontinued by the Board of Directors at any time without prior notice.

At December 31, 2015, the Corporation had $168.4 million in cash and short-term investments that are considered cash equivalents. The Corporation manages its cash and cash equivalents to ensure short-term operating cash needs are met and excess funds are managed efficiently. The Corporation subsidizes shortages in operating cash through short-term

 

 

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MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

borrowing facilities. The Corporation utilizes excess cash to either pay-down short-term borrowings or invest in money market funds, money market demand deposit accounts or Eurodollar time deposit accounts. Money market demand deposits and Eurodollar time deposit accounts are exposed to bank solvency risk. Money market demand deposit accounts are FDIC insured up to $250,000. The Corporation’s investments in bank funds generally exceed the $250,000 FDIC insurance limit. The Corporation’s cash management policy prohibits cash and cash equivalents over $100 million to be maintained at any one bank.

Cash on hand, along with the Corporation’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements including maturities in 2017 and 2018, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise and allow for payment of dividends for the foreseeable future. Borrowings under the Credit Agreement are unsecured and may be used for general corporate purposes. The Corporation’s ability to borrow or issue securities is dependent upon, among other things, prevailing economic, financial and market conditions (see section Current Market Environment and Related Risks on pages 75). At December 31, 2015, the Corporation had $347.5 million of unused borrowing capacity under its Revolving Facility and $250.0 million of available borrowings under its Trade Receivable Facility. The Revolving Facility expires on November 29, 2018 and the Trade Receivable Facility matures on September 30, 2016.

The Corporation may be required to obtain financing in order to fund certain strategic acquisitions, if any such opportunities arise, or to refinance outstanding debt. Any strategic acquisition of size would likely require an appropriate balance of newly-issued equity with debt in order to maintain a composite investment-grade credit rating. Furthermore, the Corporation is exposed to credit markets through the interest cost related to its variable-rate debt, which includes $300 million of Notes due 2017 and borrowings under its Revolving Facility, Term Loan Facility and Trade Receivable Facility. The Corporation is currently rated by three credit rating agencies; two of those agencies’ credit ratings are investment-grade level and the third agency’s credit rating is one level below investment-grade.

Contractual and Off Balance Sheet Obligations

Postretirement medical benefits will be paid from the Corporation’s assets. The obligation, if any, for retiree medical payments is subject to the terms of the plan. At December 31, 2015, the Corporation’s recorded benefit obligation related to these benefits totaled $23.4 million.

The Corporation has other retirement benefits related to pension plans. At December 31, 2015, the qualified pension plans were underfunded by $118.8 million. Inclusive of required amounts, the Corporation estimates that it will make contributions of $23.0 million to qualified pension plans in 2016. Any contributions beyond 2016 are currently undeterminable and will depend on the investment return on the related pension assets. However, management’s practice is to fund at least the normal service cost annually. At December 31, 2015, the Corporation had a total obligation of $89.2 million related to unfunded non-qualified pension plans and expects to make contributions of $6.9 million in 2016.

At December 31, 2015, the Corporation had $18.7 million accrued for uncertain tax positions. Such liabilities may become payable if the tax positions are not sustained upon examination by a taxing authority.

In connection with normal, ongoing operations, the Corporation enters into market-rate leases for property, plant and equipment and royalty commitments principally associated with leased land. Additionally, the Corporation enters into equipment rentals to meet shorter-term, non-recurring and intermittent needs. At December 31, 2015, the Corporation had $14.9 million in capital lease obligations. Amounts due for operating leases and royalty agreements are expensed in the period incurred. Management anticipates that, in the ordinary course of business, the Corporation will enter into additional royalty agreements for land and mineral reserves during 2016.

The Corporation has purchase commitments for property, plant and equipment of $70.4 million as of December 31, 2015. The Corporation also has other purchase obligations related to energy and service contracts which totaled $95.4 million as of December 31, 2015.

 

 

Martin Marietta  |  Page 89


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

The Corporation’s contractual commitments as of December 31, 2015 are as follows:

 

(add 000)    Total      < 1 Year      1 to 3 Years      3 to 5 Years      > 5 Years  

ON BALANCE SHEET:

              

Long-term debt

   $ 1,572,895       $ 19,246       $ 804,871       $ 151       $ 748,627   

Postretirement benefits

     23,408         2,120         4,619         4,210         12,459   

Qualified pension plan contributions 1

     23,032         23,032                           

Unfunded pension plan contributions

     89,222         6,895         15,503         16,512         50,312   

Uncertain tax positions

     18,727         1,455         17,272                   

Capital leases - principal portion

     14,924         2,438         4,798         3,970         3,718   

Other commitments

     566         64         128         128         246   

OFF BALANCE SHEET:

              

Interest on publicly-traded long-term debt and capital lease obligations

     595,286         65,784         110,320         80,861         338,321   

Operating leases 2

     529,106         100,239         110,944         77,291         240,632   

Royalty agreements 2

     72,062         11,078         17,210         12,341         31,433   

Purchase commitments - capital

     70,431         70,386         45                   

Other commitments - energy and services

     95,389         85,139         7,773         902         1,575   

Total

   $   3,105,048       $   387,876       $ 1,093,483       $ 196,336       $ 1,427,323   

 

1

Qualified pension plan contributions beyond 2016 are not determinable at this time    

2

Represents future minimum payments    

 

Notes A, G, I, J, L and N to the audited consolidated financial statements on pages 17 through 23; 25 through 27; 27 through 30; 30 through 34; 36 and 37 through 39, respectively, contain additional information regarding these commitments and should be read in conjunction with the above table.

Contingent Liabilities and Commitments

The Corporation has a $5 million short-term line of credit. No amounts were outstanding under this line of credit at December 31, 2015.

The Corporation has entered into standby letter of credit agreements relating to certain insurance claims, utilities and property improvements. At December 31, 2015, the Corporation had contingent liabilities guaranteeing its own performance under these outstanding letters of credit of $46.3 million, of which $2.5 million were issued under the Corporation’s Revolving Facility. Certain of these underlying obligations are accrued on the Corporation’s balance sheet.

In the normal course of business at December 31, 2015, the Corporation was contingently liable for $326.5 million in surety bonds underwritten by Safeco Corporation, a subsidiary of Liberty Mutual Group, which guarantee its own performance and are required by certain states and municipalities and their related agencies. Certain of the bonds guaranteeing performance of obligations, including those for asset

 

retirement requirements and insurance claims, are accrued on the Corporation’s balance sheet. Five of these bonds are for certain insurance claims, construction contracts and reclamation obligations and total $88.9 million, or 27% of all outstanding surety bonds. The Corporation has indemnified the underwriting insurance companies against any exposure under the surety bonds. In the Corporation’s past experience, no material claims have been made against these financial instruments.

The Corporation is a co-borrower with an unconsolidated affiliate for a $25.0 million revolving line of credit agreement with Branch Banking & Trust. The line of credit expires in February 2018. The affiliate has agreed to reimburse and indemnify the Corporation for any payments and expenses the Corporation may incur from this agreement. The Corporation holds a lien on the affiliate’s membership interest in a joint venture as collateral for payment under the revolving line of credit.

Quantitative and Qualitative Disclosures
about Market Risk

As discussed earlier, the Corporation’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs (see section Business Environment on pages 59 through 76).

 

 

Martin Marietta  |  Page 90


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

Management has considered the current economic environment and its potential impact to the Corporation’s business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal and state budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

Demand in the residential construction market is affected by interest rates. The Federal Reserve kept the federal funds rate near zero percent for the majority of the year ended December 31, 2015. The increase in the rate to 0.25% represented the first increase since 2008. The residential construction market accounted for 17% of the Corporation’s aggregates product line shipments in 2015.

Aside from these inherent risks from within its operations, the Corporation’s earnings are also affected by changes in short-term interest rates. However, rising interest rates are not necessarily predictive of weaker operating results. In fact, since 2007, the Corporation’s profitability increased when interest rates rose, based on the last twelve months quarterly historical net income regression versus a 10-year U.S. government bond. In essence, the Corporation’s underlying business generally serves as a natural hedge to rising interest rates.

Variable-Rate Borrowing Facilities

At December 31, 2015, the Corporation had a $600 million Credit Agreement, comprised of a $350 million Revolving Facility and $250 million Term Loan Facility, and a $250 million Trade Receivable Facility. The Corporation also has $300 million variable-rate senior notes. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on borrowings of $525.0 million, which was the collective outstanding balance at December 31, 2015, would increase interest expense by $5.3 million on an annual basis.

Pension Expense

The Corporation’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the defined benefit pension plans only, the expected long-term rate of return on assets. Therefore, the Corporation has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Corporation’s annual pension expense is discussed in the section Critical Accounting Policies and Estimates – Pension Expense – Selection of Assumptions on pages 81 through 83.

Energy Costs

Energy costs, including diesel fuel, natural gas, coal and liquid asphalt, represent significant production costs of the Corporation. The Corporation has a fixed-price commitment for approximately 40% of its diesel requirements at a rate of $2.20 per gallon through December 31, 2016. The Magnesia Specialties and Cement businesses each have fixed price agreements covering 100% of their 2016 coal requirements. A hypothetical 10% change in the Corporation’s energy prices in 2016 as compared with 2015, assuming constant volumes, would change 2016 energy expense by $25.7 million.

Commodity Risk

Cement is a commodity and competition is based principally on price, which is highly sensitive to changes in supply and demand. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Corporation’s control. Increases in the production capacity of industry participants or increases in cement imports tend to create an oversupply of such products leading to an imbalance between supply and demand, which can have a negative impact on product prices. There can be no assurance that prices for products sold will not decline in the future or that such declines will not have a material adverse effect on the Corporation’s business, financial condition and results of operations. A hypothetical 10% change in sales price of the Texas Cement business would impact net sales by $26.9 million. Cement is a key raw material in the production of ready mixed concrete. A hypothetical 10% change in cement costs in 2016 as compared with 2015, assuming constant volumes, would change ready mixed concrete cost of sales by $17.1 million.

 

 

Martin Marietta  |  Page 91


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

 

        Forward-Looking Statements – Safe Harbor Provisions

 

     

 

If you are interested in Martin Marietta Materials, Inc. stock, management recommends that, at a minimum, you read the Corporation’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Corporation’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Corporation’s website at www.martinmarietta.com and are also available at the SEC’s website at www.sec.gov. You may also write or call the Corporation’s Corporate Secretary, who will provide copies of such reports.

 

Investors are cautioned that all statements in this Annual Report that relate to the future involve risks and uncertainties, and are based on assumptions that the Corporation believes in good faith are reasonable but which may be materially different from actual results. Forward-looking statements give the investor the Corporation’s expectations or forecasts of future events. These statements can be identified by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “expect,” “should be,” “believe,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of the Corporation’s forward-looking statements here and in other publications may turn out to be wrong.

 

Factors that the Corporation currently believes could cause actual results to differ materially from the forward-looking statements in this Annual Report include, but are not limited to, the performance of the United States economy and the resolution and impact of the debt ceiling and sequestration issues; widespread decline in aggregates pricing; the history of both cement and ready mixed concrete, to be subject to significant changes in supply, demand and price; the termination, capping and/or reduction of the federal and/or state gasoline tax(es) or other revenue related to infrastructure construction; the level and timing of federal and state transportation funding, most particularly in Texas, Colorado, North Carolina, Iowa and Georgia; the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures; levels of construction spending in the markets the Corporation serves; a reduction in defense spending, and the subsequent impact on construction activity on or near military bases; a decline in the commercial component of the nonresidential construction market, notably office and retail space; a further slowdown in energy-related drilling activity, particularly in Texas; a slowdown in residential construction recovery; a reduction in construction activity and related shipments due to a decline in funding under the domestic farm bill; unfavorable weather conditions, particularly Atlantic Ocean hurricane activity, the late start to spring or the early onset of winter and the impact of a drought or excessive rainfall in the markets served by the Corporation; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Cement and Magnesia Specialties businesses, natural gas; continued increases in the cost of other repair and supply parts; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to cement production facilities; increasing governmental regulation, including environmental laws; transportation availability, notably the availability of railcars and locomotive power to move trains to supply the Corporation’s Texas, Florida and Gulf Coast markets; increased transportation costs, including increases from higher passed-through energy and other costs to comply with tightening regulations as well as higher volumes of rail and water shipments; availability of trucks and licensed drivers for transport

 

  

 

Martin Marietta  |  Page 92


MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS (continued)

 

 

of the Corporation’s materials, particularly in areas with significant energy-related activity, such as Texas and Colorado; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by the Corporation’s dolomitic lime products; proper functioning of information technology and automated operating systems to manage or support operations; inflation and its effect on both production and interest costs; ability to successfully integrate acquisitions quickly and in a cost-effective manner and achieve anticipated profitability to maintain compliance with the Corporation’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase the Corporation’s tax rate; violation of the Corporation’s debt covenant if price and/or volumes return to previous levels of instability; downward pressure on the Corporation’s common stock price and its impact on goodwill impairment evaluations; reduction of the Corporation’s credit rating to non-investment grade resulting from strategic acquisitions; and other risk factors listed from time to time found in the Corporation’s filings with the SEC. Other factors besides those listed here may also adversely affect the Corporation, and may be material to the Corporation. The Corporation assumes no obligation to update any such forward-looking statements.

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the Corporation’s SEC filings including, but not limited to, the discussion of “Competition” in the Corporation’s Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 42 through 93 of the 2015 Annual Report and “Note A: Accounting Policies” and “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” on pages 17 through 23 and 37 through 39, respectively, of the audited consolidated financial statements included in the 2015 Annual Report.

 

Martin Marietta  |  Page 93


 

  QUARTERLY PERFORMANCE

 (unaudited)

 

  

 (add 000, except per share and stock prices)

 

                                                            Net Earnings (Loss)  
                                               Consolidated Net     Attributable to  
      Total Revenues      Net Sales      Gross Profit      Earnings (Loss)     Martin Marietta  
  Quarter    2015      2014      2015      2014      2015      20142      20153,4      20142,5     20153,4      20142,5  

  First

   $ 691,347       $ 428,630       $ 631,876       $ 379,678       $ 74,261       $ 25,835       $ 6,159       $ (23,153   $ 6,126       $ (21,618

  Second

     921,419         669,225         850,249         601,937         200,153         135,602         81,979         59,624        81,938         59,521   

  Third

     1,082,249         1,003,723         1,005,218         917,942         262,504         195,593         117,578         53,834        117,544         53,743   

  Fourth

     844,555         856,373         780,773         779,538         184,849         165,330         83,222         63,989        83,184         63,955   

  Totals

   $ 3,539,570       $ 2,957,951       $ 3,268,116       $ 2,679,095       $ 721,767       $ 522,360       $ 288,938       $ 154,294      $ 288,792       $ 155,601   

 

        Per Common Share                                  
                                               Stock Prices  
      Basic Earnings (Loss)1      Diluted Earnings (Loss)1       Dividends Paid      High      Low      High      Low  
  Quarter      20153,4         20142,5         20153,4         20142,5         2015         2014         2015         2014   

  First

   $ 0.07       $ (0.47)       $ 0.07       $ (0.47)       $ 0.40       $ 0.40       $ 146.21       $ 104.15       $ 128.95       $ 98.63   

  Second

     1.23         1.28         1.22         1.27         0.40         0.40       $ 155.98       $ 134.10       $ 136.36       $ 115.49   

  Third

     1.75         0.80         1.74         0.79         0.40         0.40       $ 178.67       $ 141.54       $ 134.64       $ 123.64   

  Fourth

     1.27         0.95         1.26         0.94         0.40         0.40       $ 166.23       $ 136.20       $ 131.71       $ 103.09   

  YTD

   $ 4.31       $ 2.73       $ 4.26       $ 2.71       $ 1.60       $ 1.60               

 

1

The sum of per-share earnings by quarter may not equal earnings per share for the year due to changes in average share calculations. This is in accordance with prescribed reporting requirements.

 

2

Gross profit in the third quarter of 2014 decreased by $10.9 million for a nonrecurring increase in the cost of sales for acquired inventory. This adjustment reduced net earnings by $6.9 million, or $0.13 per diluted share.

 

3

Consolidated net earnings, net earnings attributable to Martin Marietta and basic and diluted earnings per common share in the third quarter of 2015 decreased by $16.9 million, or $0.30 per basic and diluted share, inclusive of the impact of a valuation allowance for certain net operating loss carry forwards due to the loss on the sale of the California cement business and related expenses.

 

4

Consolidated net earnings, net earnings attributable to Martin Marietta and basic and diluted earnings per common share in the fourth quarter of 2015 were increased by $6.7 million, or $0.10 per basic and diluted share, as a result of the gain on the sale of the San Antonio asphalt operations.

 

5

Consolidated net earnings, net earnings attributable to Martin Marietta and basic and diluted earnings per common share in 2014 decreased by the following acquisition-related expenses, net, related to TXI: Q1 - $5.7 million, or $0.12 per basic and diluted share, Q2 - $3.2 million, or $0.07 per basic and diluted share, Q3 - $37.6 million, or $0.56 per basic and diluted share, Q4 - $3.2 million or $0.05 per basic and diluted share.

At February 15, 2016, there were 1,054 shareholders of record.

There were no discontinued operations in 2015. The following presents total revenues, net sales, net (loss) earnings and loss per diluted share attributable to discontinued operations in 2014:

(add 000, except per share)

 

Quarter    Revenues      Net Sales     

Net (Loss)

Earnings

    Loss per
Diluted Share
 

First

   $ 9       $ 9       $ (8   $ 0.00   

Second

     37         37         (38     0.00   

Third

     30         30         (47     0.00   

Fourth

     87         87         56        0.00   

Totals

   $ 163       $ 163       $ (37   $ 0.00   

 

Martin Marietta  |  Page 94


 

FIVE YEAR SELECTED FINANCIAL DATA

(add 000, except per share)

 

  

 

 

     2015             2014             2013             2012             2011   

Consolidated Operating Results1

                      

Net sales

   $ 3,268,116         $ 2,679,095         $ 1,943,218         $ 1,832,957         $ 1,519,754   

Freight and delivery revenues

     271,454             278,856             212,333             198,944             193,862   

Total revenues

     3,539,570             2,957,951             2,155,551             2,031,901             1,713,616   

Cost of sales

     2,546,349           2,156,735           1,579,261           1,505,823           1,217,752   

Freight and delivery costs

     271,454             278,856             212,333             198,944             193,862   

Total cost of revenues

     2,817,803             2,435,591             1,791,594             1,704,767             1,411,614   

Gross Profit

     721,767           522,360           363,957           327,134           302,002   

Selling, general and administrative expenses

     218,234           169,245           150,091           138,398           124,138   

Acquisition-related expenses, net

     8,464           42,891           671           35,140           18,575   

Other operating expenses and (income), net

     15,653             (4,649          (4,793          (2,574          (1,720

Earnings from Operations

     479,416           314,873           217,988           156,170           161,009   

Interest expense

     76,287           66,057           53,467           53,339           58,586   

Other nonoperating (income) and expenses, net

     (10,672          (362          295             (1,299          1,834   

Earnings from continuing operations before taxes on income

     413,801           249,178           164,226           104,130           100,589   

Taxes on income

     124,863             94,847             44,045             17,431             21,003   

Earnings from Continuing Operations

     288,938           154,331           120,181           86,699           79,586   

Discontinued operations, net of taxes

                 (37          (749          (1,172          3,987   

Consolidated net earnings

     288,938           154,294           119,432           85,527           83,573   

Less: Net earnings (loss) attributable to noncontrolling interests

     146             (1,307          (1,905          1,053             1,194   

Net Earnings Attributable to Martin Marietta

   $ 288,792           $ 155,601           $ 121,337           $ 84,474           $ 82,379   

Basic Earnings Attributable to Martin Marietta Per Common Share (see Note A):

                      

Earnings from continuing operations attributable to common shareholders1

   $ 4.31         $ 2.73         $ 2.64         $ 1.86         $ 1.70   

Discontinued operations attributable to common shareholders1

                             (0.02          (0.03          0.09   

Basic Earnings Per Common Share

   $ 4.31           $ 2.73           $ 2.62           $ 1.83           $ 1.79   

Diluted Earnings Attributable to Martin Marietta Per Common Share (see Note A):

                      

Earnings from continuing operations attributable to common shareholders1

   $ 4.29         $ 2.71         $ 2.63         $ 1.86         $ 1.69   

Discontinued operations attributable to common shareholders1

                             (0.02          (0.03          0.09   

Diluted Earnings Per Common Share

   $ 4.29           $ 2.71           $ 2.61           $ 1.83           $ 1.78   

Cash Dividends Per Common Share

   $ 1.60           $ 1.60           $ 1.60           $ 1.60           $ 1.60   

Condensed Consolidated Balance Sheet Data

                      

Total current assets

   $ 1,082,168           1,044,178           680,545           622,685         $ 577,176   

Property, plant and equipment, net

     3,156,000           3,402,770           1,799,241           1,753,241           1,774,291   

Goodwill

     2,068,235           2,068,799           616,621           616,204           616,671   

Other intangibles, net

     510,552           595,205           48,591           50,433           54,133   

Other noncurrent assets2

     144,777             108,802             40,007             40,647             44,877   

Total Assets

   $ 6,961,732           $ 7,219,754           $ 3,185,005           $ 3,083,210           $ 3,067,148   

Current liabilities – other

   $ 347,945         $ 382,312         $ 198,146         $ 167,659         $ 166,530   

Current maturities of long-term debt

     19,246           14,336           12,403           5,676           7,182   

Long-term debt

     1,553,649           1,571,059           1,018,518           1,042,183           1,052,902   

Pension, postretirement and postemployment benefits, noncurrent

     224,539           249,333           78,489           183,122           158,101   

Deferred income taxes, net2

     583,459           489,945           205,178           147,876           141,390   

Other noncurrent liabilities

     172,717           160,021           97,352           86,395           92,179   

Shareholders’ equity

     4,057,284           4,351,166           1,537,877           1,410,545           1,409,321   

Noncontrolling interests

     2,893             1,582             37,042             39,754             39,543   

Total Liabilities and Equity

   $ 6,961,732           $ 7,219,754           $ 3,185,005           $ 3,083,210           $ 3,067,148   

 

1 

Amounts may not equal amounts reported in the Corporation’s prior years’ Forms 10-K, as amounts have been recast to reflect discontinued operations.

 

2 

Balance sheets reflect the adoption of Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (see Note A to consolidated financial statements).

 

Martin Marietta  |  Page 95


COMMON STOCK PERFORMANCE GRAPH

The following graph compares the performance of the Corporation’s common stock to that of the Standard and Poor’s (“S&P”) 500 Index and the S&P 500 Materials Index.

 

LOGO

 

      2010      2011      2012      2013      2014      2015  

Martin Marietta

   $ 100.00       $ 83.49       $ 106.15       $ 114.33       $ 128.03       $ 160.91   

S&P 500 Index

   $ 100.00       $ 102.09       $ 118.30       $ 156.21       $ 177.32       $ 180.25   

S&P 500 Materials Index

   $ 100.00       $ 90.36       $ 103.74       $ 129.93       $ 138.86       $ 127.39   

 

1

Assumes that the investment in the Corporation’s common stock and each index was $100, with quarterly reinvestment of dividends.

 

Martin Marietta  |  Page 96