SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2015
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12744
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
North Carolina |
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56-1848578 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
2710 Wycliff Road, Raleigh, NC |
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27607-3033 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 919-781-4550
Former name: None
Former name, former address and former fiscal year, if changes since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Class |
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Outstanding as of October 30, 2015 |
Common Stock, $0.01 par value |
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66,140,560 |
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2015
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Page |
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Part I. Financial Information: |
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Item 1. Financial Statements. |
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Consolidated Balance Sheets – September 30, 2015, December 31, 2014 and September 30, 2014 |
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3 |
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4 |
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Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2015 and 2014 |
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Consolidated Statement of Total Equity - Nine Months Ended September 30, 2015 |
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6 |
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7 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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25 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
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58 |
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59 |
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Part II. Other Information: |
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60 |
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60 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
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60 |
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60 |
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61 |
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62 |
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63 |
Page 2 of 63
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements. |
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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES |
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September 30, |
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December 31, |
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September 30, |
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2015 |
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2014 |
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2014 |
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(Unaudited) |
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(Audited) |
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(Unaudited) |
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(Dollars in Thousands, Except Per Share Data) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
436,429 |
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$ |
108,651 |
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$ |
73,597 |
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Accounts receivable, net |
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577,424 |
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421,001 |
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523,928 |
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Inventories, net |
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464,525 |
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484,919 |
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475,293 |
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Current deferred income tax benefits |
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125,633 |
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244,638 |
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90,136 |
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Other current assets |
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37,960 |
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29,607 |
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49,844 |
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Total Current Assets |
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1,641,971 |
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1,288,816 |
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1,212,798 |
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Property, plant and equipment |
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5,488,744 |
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5,691,676 |
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5,624,761 |
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Allowances for depreciation, depletion and amortization |
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(2,415,210 |
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(2,288,906 |
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(2,246,810 |
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Net property, plant and equipment |
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3,073,534 |
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3,402,770 |
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3,377,951 |
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Goodwill |
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2,065,644 |
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2,068,799 |
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2,043,320 |
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Operating permits, net |
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445,855 |
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499,487 |
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501,734 |
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Other intangibles, net |
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65,556 |
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95,718 |
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97,488 |
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Other noncurrent assets |
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145,888 |
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108,802 |
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105,567 |
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Total Assets |
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$ |
7,438,448 |
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$ |
7,464,392 |
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$ |
7,338,858 |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Bank overdraft |
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$ |
— |
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$ |
183 |
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$ |
— |
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Accounts payable |
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226,837 |
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202,476 |
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230,206 |
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Accrued salaries, benefits and payroll taxes |
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30,529 |
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36,576 |
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54,062 |
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Pension and postretirement benefits |
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8,359 |
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6,953 |
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7,351 |
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Accrued insurance and other taxes |
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70,509 |
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58,356 |
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70,653 |
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Current maturities of long-term debt and short-term facilities |
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147,536 |
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14,336 |
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14,331 |
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Accrued interest |
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22,414 |
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16,136 |
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22,317 |
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Other current liabilities |
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69,208 |
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61,632 |
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38,078 |
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Total Current Liabilities |
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575,392 |
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396,648 |
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436,998 |
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Long-term debt |
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1,557,616 |
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1,571,059 |
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1,603,944 |
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Pension, postretirement and postemployment benefits |
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229,042 |
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249,333 |
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144,077 |
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Noncurrent deferred income taxes |
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665,712 |
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734,583 |
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633,951 |
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Other noncurrent liabilities |
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158,106 |
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160,021 |
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144,275 |
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Total Liabilities |
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3,185,868 |
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3,111,644 |
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2,963,245 |
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Equity: |
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Common stock, par value $0.01 per share |
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660 |
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671 |
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671 |
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Preferred stock, par value $0.01 per share |
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— |
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— |
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— |
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Additional paid-in capital |
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3,283,200 |
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3,243,619 |
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3,239,709 |
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Accumulated other comprehensive loss |
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(112,742 |
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(106,159 |
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(43,281 |
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Retained earnings |
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1,079,764 |
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1,213,035 |
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1,176,121 |
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Total Shareholders' Equity |
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4,250,882 |
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4,351,166 |
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4,373,220 |
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Noncontrolling interests |
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1,698 |
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1,582 |
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2,393 |
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Total Equity |
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4,252,580 |
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4,352,748 |
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4,375,613 |
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Total Liabilities and Equity |
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$ |
7,438,448 |
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$ |
7,464,392 |
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$ |
7,338,858 |
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See accompanying notes to the consolidated financial statements.
Page 3 of 63
See accompanying notes to the consolidated financial statements.
Page 4 of 63
See accompanying notes to the consolidated financial statements.
Page 5 of 63
See accompanying notes to the consolidated financial statements.
Page 6 of 63
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
Significant 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 58% of 2014 consolidated net sales and includes crushed stone, sand and gravel, and is used for construction of highways and other infrastructure projects, and in the nonresidential and residential construction industries. Aggregates products are also used in the railroad, agricultural, utility and environmental industries. These aggregates products, along with the Corporation’s aggregates-related downstream product lines, which accounted for 25% of 2014 consolidated net sales and include asphalt products, ready mixed concrete and road paving construction services, are sold and shipped from a network of more than 400 quarries, distribution facilities and plants in 26 states, Canada, the Bahamas and the Caribbean Islands. The aggregates and aggregates-related downstream product lines are reported collectively as the “Aggregates business”.
The Corporation currently conducts the Aggregates business through three reportable segments: the Mid-America Group, the Southeast Group and the West Group.
AGGREGATES BUSINESS |
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Reportable Segments |
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Mid-America Group |
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Southeast Group |
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West Group |
Operating Locations |
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Indiana, Iowa, northern Kansas, Kentucky, Maryland, Minnesota, Missouri, eastern Nebraska, North Carolina, Ohio, South Carolina, Virginia, Washington and West Virginia |
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Alabama, Florida, Georgia, Tennessee, |
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Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming |
The Corporation has a Cement segment, which was acquired July 1, 2014 and accounted for 8% of 2014 consolidated net sales. The Cement segment has production facilities located in Midlothian, Texas, south of Dallas/Fort Worth and Hunter, Texas, south of San Antonio. The cement business produces Portland and specialty cements, such as masonry and oil well cements. Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and the railroad, agricultural, utility and environmental industries. The high calcium limestone reserves used as a raw material are a part of owned property adjacent to each of the plants.
The Corporation has a Magnesia Specialties segment with manufacturing facilities in Manistee, Michigan and Woodville, Ohio. The Magnesia Specialties segment, which accounted for 9% of 2014 consolidated 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.
Page 7 of 63
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Corporation have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Corporation has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three and nine months ended September 30, 2015 are not indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.
Revenue Recognition Standard
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 January 1, 2018 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 consolidated results of operations.
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss
Consolidated comprehensive earnings/loss for the Corporation consist of consolidated net earnings or loss; 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 earnings and comprehensive earnings.
Comprehensive earnings attributable to Martin Marietta is as follows:
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(Dollars in Thousands) |
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Net earnings attributable to Martin Marietta Materials, Inc. |
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$ |
117,544 |
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$ |
53,743 |
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$ |
205,607 |
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$ |
91,646 |
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Other comprehensive earnings (loss), net of tax |
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72 |
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(1,140 |
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(6,583 |
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833 |
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Comprehensive earnings attributable to Martin Marietta Materials, Inc. |
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$ |
117,616 |
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$ |
52,603 |
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$ |
199,024 |
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$ |
92,479 |
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Page 8 of 63
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)
Comprehensive earnings (loss) attributable to noncontrolling interests, consisting of net earnings or loss and adjustments for the funded status of pension and postretirement benefit plans, is as follows:
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(Dollars in Thousands) |
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Net earnings (loss) attributable to noncontrolling interests |
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$ |
34 |
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$ |
91 |
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$ |
108 |
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$ |
(1,341 |
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Other comprehensive earnings, net of tax |
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3 |
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2 |
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8 |
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4 |
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Comprehensive earnings (loss) attributable to noncontrolling interests |
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$ |
37 |
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$ |
93 |
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$ |
116 |
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$ |
(1,337 |
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Accumulated other comprehensive loss consists of unrealized gains and losses related to the funded status of 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.
Changes in accumulated other comprehensive loss, net of tax, are as follows:
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(Dollars in Thousands) |
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Unamortized |
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