þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
North Carolina (State or other jurisdiction of incorporation or organization) | 56-1848578 (I.R.S. | ||
2710 Wycliff Road, Raleigh, North Carolina (Address of principal executive offices) | 27607-3033 (Zip Code) |
code)
Title of each class | Name of each exchange on which registered | |
Common Stock (par value $.01 per share) (including rights attached thereto) | New York Stock Exchange |
Exchange Act.
Large accelerated filerþ | Accelerated filero | Non-accelerated filero |
The
The number of shares outstanding of each of the registrant’sissuer’s classes of common stock on February 18, 2005 was as follows:
the latest practicable date.
Class | Outstanding at February 21, 2006 | |
Common Stock, $.01 par value per share | 45,771,571 shares |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Martin Marietta Materials, Inc. 2005 Annual Meeting Proxy Statement are incorporated by reference into Part III.
Portions of the Martin Marietta Materials, Inc. 2004 Annual Report to Shareholders are incorporated by reference into Parts I, II and IV.
Document | Parts Into Which Incorporated | |
Annual Report to Shareholders for the Fiscal Year Ended December 31, 2005 (Annual Report) | Parts I, II, and IV | |
Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 2006 (Proxy Statement) | Part III |
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Another significant acquisition
In October 1998, the Company purchased an initial 14% interest in the business of Meridian Aggregates Company (“Meridian”). In April 2001, the Company completed the purchase of all of the remaining interests of Meridian under the purchase option terms of the original investment agreement. The purchase consideration consisted of $238 million, including the original October 1998 investment of $42 million, the retirement of debt, the forgiveness of related party obligations, and estimated amounts for certain other assumed liabilities and transaction costs, plus the assumption of normal balance sheet liabilities (the “Meridian Acquisition”). At the time of the Meridian transaction, Meridian operated 25 aggregates production facilities and seven rail-served distribution yards in 11
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states in the southwestern and western United States and sold aggregates to customers in 14 states, including six states inthis business, which the Company had not previously conducted any business. The Meridian Acquisition added more than 1.6 billion tons of aggregates reserves, expanded the Company’s presence in the southwest and western states, and increased its ability to use rail as a mode of transportation.
In December 2004,
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In
In May 2001, the Company, through its wholly owned subsidiary, Martin Marietta Magnesia Specialties (“Magnesia Specialties”), sold certain assets related to the refractories portion of its Magnesia Specialties business to a subsidiary of Minerals Technologies Inc. for $34 million. The Company retained certain current assets (including accounts receivable) and certain liabilities relating to the refractories business. In an accompanying manufacturing agreement, Magnesia Specialties agreed to supply the subsidiary of Minerals Technologies with certain refractories products at market rates principally from the Manistee, Michigan plant of Magnesia Specialties for a period of time following the sale. This agreement ended in 2002. The sale of Magnesia Specialties’ refractories business lessened the dependence of the Magnesia Specialties business on the steel industry. In addition, in 2003 the Magnesia Specialties business also disposed of two of its nonstrategic lines of business.
In 2003, the Company, through its wholly owned subsidiary, Martin Marietta Composites, Inc. (“Martin Marietta Composites”), opened for business a 185,000 square foot facility in Sparta, North Carolina, which serves as the assembly and manufacturing hub for its structural composite products (“Structural Composite Products”) business.
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Business Segment Information
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economies from time to time.
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the weakest results. Results in any quarter are not necessarily indicative of the Company’s annual results. Similarly, the division’ssegment’s operations in the southeastern and Gulf Coast regions of the United States and the Bahamas are at risk for hurricane activity and have experienced weather-related losses in recent years, which have had a significant adverse impact on the financial performance of the Company.years. During 2004,2005, aggregates shipments in the Company’s southeastern and Gulf Coast markets were adversely affected by four hurricanes. The Company’s Bahamas facility took two direct hits from hurricanes with limited physical damage. However, power was not restored atHurricanes Katrina and Rita and several other storms during the facility for five weeks after the storms, resulting in no production and limited shipments during that time.
2005 record-setting hurricane season.
In 2005 the Company began a major project to modernize and expand the plant capacity at its Three Rivers location, which, when completed in 2006, will allow the consolidation of the Company’s two large quarries on the Ohio River system.
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During 2004, the Company experienced significant rail transportation shortages in Texas and parts of the Southeast. These shortages resulted from the downsizing in personnel and equipment made by certain railroads. Management is reviewing alternatives to address these issues. In response to these issues, rail transportation providers have focused on increasing the volume of cars related to transportation contracts and are generally enticing customers, through the freight rate structure, to accommodate unit train unloadings. Certain of the Company’s sales yards in the Southwest have the system capabilities to meet the unit train requirement.
The waterborne distribution network also increases the Company’s exposure to certain risks, including the ability to negotiate favorable shipping contracts, demurrage costs, fuel costs, barge or ship availability, and weather disruptions.
experience shortages of barges from time to time.
Prior to 1998, the Company had historically focused on the production of aggregates and had not integrated vertically in a substantial manner into other construction materials businesses.
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Environmental and zoning regulations have made it increasingly difficult for the aggregates industry to expand existing quarries and to develop new quarry operations. Although it cannot be predicted what policies will be adopted in the future by federal, state, and local governmental bodies regarding these matters, the Company anticipates that future restrictions will likely make zoning and permitting more difficult, thereby potentially enhancing the value of the Company’s existing mineral reserves.
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Less than 1% of the Aggregates division’ssegment’s revenues are from foreign jurisdictions, principally Canada and the Bahamas, with revenues from customers in foreign countries totaling $16.4 million, $15.4 million, and $14.6 million during 2005, 2004, and $10.0 million, during 2004, 2003, and 2002, respectively.
Historically, after
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The supply of natural and synthetic magnesia is abundant worldwide. In 2004, Magnesia Specialties purchased some of its magnesia requirements from various sources located in China. While Magnesia Specialties does not expect an interruption in the supply of magnesia from these sources, various factors associated with economic and political uncertainty in China could result in future supply interruptions. If such an interruption were to occur, Magnesia Specialties believes it could obtain alternate supplies worldwide, although there could be no assurance that Magnesia Specialties could do so at current prices. Alternatively, Magnesia Specialties believes it could adjust its mix of products and/or increase production at its Manistee, Michigan plant.
Magnesia Specialties generally delivers its products upon receipt of orders or requests from customers. Accordingly, there is no significant backlog information. Inventory for the Magnesia Specialties products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers.
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and marketing of commercial specialty truck trailers in North America, utilizing fiber-reinforced composite materials. In 2002, MMC signedwith a licensing agreementthird party relating to a proprietary composite sandwich technology, which MMC expects will play an important role in the product line related to flat panel applications. The first composite trailer prototype manufactured byIn connection with this agreement, MMC was completedis obligated to complete the purchase of an additional flat panel machine in 2003 and further developed in 2004.
2006.
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ability to transport materials by ocean vessels and river barges and its increased access to rail transportation have enhanced the Company’s ability to compete in certain extended areas. Certain of the Company’s competitors in the aggregates industry have greater financial resources than the Company.
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The Company regularly monitors and reviews its operations, procedures, and policies for compliance with existing laws and regulations, changes in interpretations of existing laws and enforcement policies, new laws that are adopted, and new laws that the Company anticipates will be adopted that could affect its operations. The Company has a full time staff of environmental engineers and managers that perform these responsibilities. The direct costs of ongoing environmental compliance were $3.5 million in 2005 and $5.3 million in 2004 and $5.7 million in 2003 and are related to the Company’s environmental staff and ongoing monitoring costs for various matters (including those matters disclosed in this Annual Report on Form 10-K). Capitalized costs related to environmental control facilities were less than $1$3 million in 2004.2005 and are expected to be at or below that amount in 2006 and 2007. The Company’s capital expenditures for environmental matters were not material to its results of operations or financial condition in 2004 or 2003.2005 and 2004. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s businesses, as it is with other companies engaged in similar businesses, and there can be no assurance that environmental liabilities will not have a material adverse effect on the Company in the future.
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With respect to reclamation costs however, effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations (“(“FAS 143”).See “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” on pages 3132 and 3233 of the 20042005 Annual Report. Under FAS 143, future reclamation costs are estimated using statutory reclamation requirements and management’s experience and knowledge in the industry, and are discounted to their present value using a credit-adjusted, risk-free rate of interest. The future reclamation costs are not offset by potential recoveries. The Company is generally required by state or local laws or pursuant to the terms of an applicable lease to reclaim quarry sites after use. The Company performs activities on an ongoing basis that may reduce the ultimate reclamation obligation. These activities are performed as an integral part of the normal quarrying process. For example, the perimeter and interior walls of an open pit quarry are sloped and benched as they are developed to prevent erosion and provide stabilization. This sloping and benching meets dual objectives — safety regulations required by the Mine Safety and Health Administration for ongoing operations and final reclamation requirements. Therefore, these types of activities are included in normal operating costs and are not a part of the asset retirement obligation. Historically, the Company has not incurred substantial costs in connection with the closing of quarries. Reclaimed quarry sites owned by the Company are available for sale, typically for commercial development or use as reservoirs.
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limited evidence of carcinogenicity in humans but sufficient evidence of carcinogenicity in animals. The National Toxicology Program concluded in 1991 that crystalline silica is “reasonably anticipated to be a carcinogen.” In October 1996, the International Agency for Research on Cancer issued another report stating that “inhaled crystalline silica in the form of quartz or cristobalite from occupational sources is carcinogenic to humans.” The Mine Safety and Health Administration (MSHA) and the Occupational Safety and Health Administration (OSHA) both have listed the development of a crystalline silica standard as one of their priorities in the regulations they expect to have under active consideration for promulgation, proposal, or review during 2004. The Occupational Safety and Health Administration has2005 regulatory agenda. OSHA identified occupational overexposure to crystalline silica among its top five health priorities and developed a draft regulation in 2003. The Mine Safety and Health Administration (MSHA) did not issue an advance notice of proposed rulemaking for the development of a crystalline silica standard in May 2004 as had been previously announced. The issue isremains in the prerule status, and MSHAOSHA is preparing a detailed risk assessment and plans to complete an external peer review of a draft assessment by February 2005.April 2006. MSHA lists the development of a respirable crystalline silica standard as a long-term action and is considering several options to reduce miners’ exposure to crystalline silica. No deadlines for action have been established by the agency. The Company, through safety information sheets and other means, communicates what it believes to be appropriate warnings and cautions to employees and customers about the risks associated with excessive, prolonged inhalation of mineral dust in general and crystalline silica in particular.
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1940’s and 1950’s before the Company purchased the property. The Company entered into a Consent Order with GDNR to conduct an environmental assessment of the site and file a report of the findings. The Company and GDOT signed an agreement to share evenly the costs of the assessment work. The assessment report was completed and filed. Based upon the results of the assessment report, GDOT withdrew from the cost sharing agreement and has indicated it will not share in any future remediation costs. The Company submitted a corrective action plan to GDNR for approval on December 9, 2002. GDNR requested additional information which was duly submitted. TheGDNR approved the plan on June 28, 2005, and the Company is waiting for GDNR to approve the plan before implementing it. The Company is funding the entire cost of future investigations and remediation which will occur over several years. Management believes any costs incurred by the Company associated with the site will not have a material adverse effect on the Company’s operations or its financial condition.
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Specialties’ chloride contamination is commingling with the PCA plume which originates upgradient from the Magnesia Specialties property. The MDEQ is concerned about possible effects of these plumes, and designated Magnesia Specialties, PCA and Pactiv as parties responsible for investigation and remediation under Michigan state law. The MDEQ held separate meetings with Magnesia Specialties, PCA, and Pactiv to discuss remediation and reimbursement for past investigation costs totaling approximately $700,000. Magnesia Specialties entered into an Administrative Order with the MDEQ to pay for a portion of MDEQ’s past investigation costs and thereby limit its liability for past costs in the amount of $20,000. Michigan law provides that responsible parties are jointly and severally liable, and, therefore, Magnesia Specialties is potentially liable for the full cost of funding future investigative activities and any necessary remediation. Michigan law also provides a procedure whereby liability may be apportioned among responsible parties if it is capable of division. The Company believes that the liability most likely will be apportioned and that any such costs attributed to Magnesia Specialties’ brine contamination will not have a material adverse effect on the Company’s operations or its financial condition, but can give no assurance that the liability will be apportioned or that the compliance costs will not have a material adverse effect on the financial condition or results of the operations of the Magnesia Specialties business.
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There can be no assurance that a successor agreement will be reached at the Woodville location this year.
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web site any waivers of or amendments to its code of ethics as it applies to its directors and executive officers.
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available, shown on a region-by-region basis. In determining the amount of reserves, the Company’s policy is to not include calculations that exceed certain depths, so for deposits, such as granite, that typically continue to depths well below the ground, there may be additional deposits that are not included in the reserves calculations.
Percentage of aggregate | |||||||||||||||||||||||||||||||||
Tonnage of reserves for | reserves located at an | Percent of | |||||||||||||||||||||||||||||||
Number of | each general type of | existing quarry, and | aggregate reserves | Percent of reserves | |||||||||||||||||||||||||||||
Producing | aggregate at 12/31/04 | reserves not located at an | on land that has | owned and percent | |||||||||||||||||||||||||||||
Quarries | (add 000) | existing quarry | not been zoned for | leased | |||||||||||||||||||||||||||||
State | 2004 | Hard Rock | S & G | At Quarry | Not at Quarry | quarrying | Owned | Leased | |||||||||||||||||||||||||
Alabama | 8 | 98,031 | 10,989 | 100 | % | — | 0 | % | 42 | % | 58 | % | |||||||||||||||||||||
Arkansas | 4 | 683,332 | 0 | 88 | % | 12 | % | 0 | % | 25 | % | 75 | % | ||||||||||||||||||||
California | 2 | 36,376 | 0 | 100 | % | — | 0 | % | 30 | % | 70 | % | |||||||||||||||||||||
Florida | 2 | 67,574 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | |||||||||||||||||||||
Georgia | 11 | 409,864 | 0 | 86 | % | 14 | % | 0 | % | 62 | % | 38 | % | ||||||||||||||||||||
Illinois | 5 | 695,806 | 0 | 48 | % | 52 | % | 0 | % | 9 | % | 91 | % | ||||||||||||||||||||
Indiana | 13 | 431,256 | 199,874 | 92 | % | 8 | % | 15 | % | 43 | % | 57 | % | ||||||||||||||||||||
Iowa | 42 | 653,767 | 56,295 | 96 | % | 4 | % | 1 | % | 13 | % | 87 | % | ||||||||||||||||||||
Kansas | 20 | 271,499 | 0 | 47 | % | 53 | % | 0 | % | 35 | % | 65 | % | ||||||||||||||||||||
Kentucky | 2 | 622,822 | 0 | 100 | % | — | 0 | % | 15 | % | 85 | % | |||||||||||||||||||||
Louisiana | 0 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Maryland | 2 | 134,083 | 0 | 100 | % | — | 15 | % | 100 | % | 0 | % | |||||||||||||||||||||
Minnesota | 2 | 256,166 | 0 | 100 | % | — | 0 | % | 84 | % | 16 | % | |||||||||||||||||||||
Mississippi | 2 | 0 | 24,928 | 100 | % | — | 0 | % | 100 | % | 0 | % | |||||||||||||||||||||
Missouri | 23 | 594,260 | 0 | 20 | % | 80 | % | 0 | % | 40 | % | 60 | % | ||||||||||||||||||||
Montana | 0 | 50,000 | 0 | 0 | % | 100 | % | 0 | % | 100 | % | 0 | % | ||||||||||||||||||||
Nebraska | 4 | 75,936 | 0 | 99 | % | 1 | % | 0 | % | 24 | % | 76 | % | ||||||||||||||||||||
Nevada | 2 | 18,670 | 2 | 100 | % | — | 0 | % | 0 | % | 100 | % | |||||||||||||||||||||
North Carolina | 41 | 1,863,957 | 2,000 | 86 | % | 14 | % | 3 | % | 68 | % | 32 | % | ||||||||||||||||||||
Ohio | 22 | 185,657 | 223,979 | 84 | % | 16 | % | 3 | % | 97 | % | 3 | % | ||||||||||||||||||||
Oklahoma | 7 | 523,888 | 6,236 | 75 | % | 25 | % | 0 | % | 45 | % | 55 | % | ||||||||||||||||||||
South Carolina | 7 | 291,172 | 0 | 81 | % | 19 | % | 19 | % | 76 | % | 24 | % | ||||||||||||||||||||
Tennessee | 2 | 0 | 15,138 | 100 | % | — | 0 | % | 10 | % | 90 | % | |||||||||||||||||||||
Texas | 14 | 1,775,985 | 196,854 | 65 | % | 35 | % | 33 | % | 60 | % | 40 | % | ||||||||||||||||||||
Virginia | 5 | 375,489 | 0 | 97 | % | 3 | % | 1 | % | 69 | % | 31 | % | ||||||||||||||||||||
Washington | 4 | 35,012 | 0 | 72 | % | 28 | % | 0 | % | 7 | % | 93 | % | ||||||||||||||||||||
West Virginia | 2 | 61,076 | 0 | 35 | % | 65 | % | 0 | % | 20 | % | 80 | % | ||||||||||||||||||||
Wisconsin | 1 | 4,807 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | |||||||||||||||||||||
Wyoming | 1 | 98,790 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | |||||||||||||||||||||
U.S. Total | 250 | 10,315,275 | 736,293 | ||||||||||||||||||||||||||||||
Non-U.S. | 2 | 711,690 | 0 | 100 | % | — | 0 | % | 97 | % | 3 | % | |||||||||||||||||||||
Grand Total | 252 | 11,026,965 | 736,293 | 80 | % | 20 | % | 8 | % | 52 | % | 48 | % | ||||||||||||||||||||
2023
Total Annual Production (in tons) | ||||||||||||||||
for year ended December 31 | Number of years | |||||||||||||||
(add 000) | of production available | |||||||||||||||
Region | 2004 | 2003 | 2002 | at December 31, 2004 | ||||||||||||
Mideast | 67,986 | 64,122 | 67,223 | 61.4 | ||||||||||||
Northwest | 29,824 | 30,434 | 33,006 | 72.1 | ||||||||||||
Southeast | 50,242 | 44,569 | 41,641 | 34.9 | ||||||||||||
Southwest | 38,811 | 39,305 | 41,413 | 82.1 | ||||||||||||
Total | 186,863 | 178,430 | 183,283 | 60.3 | ||||||||||||
Percentage of aggregate | Percent of | |||||||||||||||||||||||||||||||
reserves located at an | aggregate reserves | |||||||||||||||||||||||||||||||
Number of | Tonnage of reserves for each general | existing quarry, and | on land that has | Percent of reserves | ||||||||||||||||||||||||||||
Producing | type of aggregate at 12/31/05 | reserves not located at an | not been zoned for | owned and percent | ||||||||||||||||||||||||||||
State | Quarries | (add 000) | existing quarry | quarrying | leased | |||||||||||||||||||||||||||
2005 | Hard Rock | S & G | At Quarry | Not at Quarry | Owned | Leased | ||||||||||||||||||||||||||
Alabama | 8 | 50,479 | 12,080 | 100 | % | 0 | % | 42 | % | 58 | % | |||||||||||||||||||||
Arkansas | 3 | 307,927 | 0 | 73 | % | 27 | % | 0 | % | 25 | % | 75 | % | |||||||||||||||||||
California | 1 | 35,755 | 0 | 100 | % | — | 0 | % | 30 | % | 70 | % | ||||||||||||||||||||
Florida | 2 | 132,062 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
Georgia | 9 | 724,395 | 0 | 84 | % | 16 | % | 0 | % | 62 | % | 38 | % | |||||||||||||||||||
Illinois | 3 | 1,293,814 | 0 | 72 | % | 28 | % | 0 | % | 9 | % | 91 | % | |||||||||||||||||||
Indiana | 15 | 552,463 | 56,030 | 90 | % | 10 | % | 15 | % | 43 | % | 57 | % | |||||||||||||||||||
Iowa | 27 | 724,867 | 45,982 | 99 | % | 1 | % | 1 | % | 13 | % | 87 | % | |||||||||||||||||||
Kansas | 25 | 211,683 | 0 | 100 | % | — | 0 | % | 35 | % | 65 | % | ||||||||||||||||||||
Kentucky | 3 | 626,403 | 0 | 100 | % | — | 0 | % | 15 | % | 85 | % | ||||||||||||||||||||
Louisiana | 1 | 0 | 2,500 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
Maryland | 2 | 100,575 | 0 | 100 | % | — | 0 | % | 100 | % | 0 | % | ||||||||||||||||||||
Minnesota | 2 | 367,532 | 0 | 100 | % | — | 0 | % | 84 | % | 16 | % | ||||||||||||||||||||
Mississippi | 2 | 0 | 32,139 | 100 | % | — | 0 | % | 100 | % | 0 | % | ||||||||||||||||||||
Missouri | 10 | 517,313 | 0 | 78 | % | 12 | % | 0 | % | 40 | % | 60 | % | |||||||||||||||||||
Nebraska | 3 | 95,070 | 0 | 100 | % | — | 0 | % | 24 | % | 76 | % | ||||||||||||||||||||
Nevada | 3 | 17,307 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
North Carolina | 42 | 2,445,628 | 2,000 | 86 | % | 14 | % | 3 | % | 68 | % | 32 | % | |||||||||||||||||||
Ohio | 19 | 185,367 | 217,666 | 72 | % | 28 | % | 3 | % | 97 | % | 3 | % | |||||||||||||||||||
Oklahoma | 10 | 540,841 | 5,685 | 100 | % | — | 0 | % | 45 | % | 55 | % | ||||||||||||||||||||
South Carolina | 5 | 332,799 | 0 | 100 | % | — | 19 | % | 76 | % | 24 | % | ||||||||||||||||||||
Tennessee | 1 | 0 | 14,760 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
Texas | 18 | 1,566,461 | 194,286 | 63 | % | 37 | % | 33 | % | 60 | % | 40 | % | |||||||||||||||||||
Virginia | 4 | 365,594 | 0 | 84 | % | 16 | % | 1 | % | 69 | % | 31 | % | |||||||||||||||||||
Washington | 4 | 34,232 | 0 | 85 | % | 15 | % | 0 | % | 7 | % | 93 | % | |||||||||||||||||||
West Virginia | 2 | 101,139 | 0 | 100 | % | — | 0 | % | 20 | % | 80 | % | ||||||||||||||||||||
Wisconsin | 1 | 4,296 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
Wyoming | 1 | 101,317 | 0 | 100 | % | — | 0 | % | 0 | % | 100 | % | ||||||||||||||||||||
U.S. Total | 226 | 11,435,321 | 583,128 | 9 | % | 48 | % | 52 | % | |||||||||||||||||||||||
Non-U.S. | 2 | 943,947 | 0 | 100 | % | — | 0 | % | 97 | % | 3 | % | ||||||||||||||||||||
Grand Total | 228 | 12,379,266 | 583,128 | 80 | % | 20 | % | 8 | % | 52 | % | 48 | % |
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Total Annual Production (in tons) | ||||||||||||||||
For year ended December 31 | ||||||||||||||||
(add 000) | Number of years of production | |||||||||||||||
Region | 2005 | 2004 | 2003 | available at December 31, 2005 | ||||||||||||
Mideast | 70,367 | 67,986 | 64,122 | 75.6 | ||||||||||||
Northwest | 35,927 | 29,824 | 30,434 | 60.0 | ||||||||||||
Southeast | 51,037 | 50,242 | 44,569 | 56.3 | ||||||||||||
Southwest | 42,276 | 38,811 | 39,305 | 61.9 | ||||||||||||
Total | 199,607 | 186,863 | 178,430 | 64.9 | ||||||||||||
owned.
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outcome in any of such litigation would not have a material adverse effect on the Company or its operating segments.
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FORWARD-LOOKING STATEMENTS — SAFE HARBOR PROVISIONS
This Annual Report on Form 10-K and other written reports and oral statements made from time to time by the Company contain statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable, but which may be materially different from actual results. Investors can identify these statements by the fact that they do not relate only to historic or current facts. They may use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of the Company’s forward-looking statements in this Annual Report on Form 10-K and in other publications may turn out to be wrong.
Factors that the Company currently believes could cause its actual results to differ materially from those in the forward-looking statements include, but are not limited to, business and economic conditions and trends in the markets the Company serves; the timing or extent of any recovery of the economy; the level and timing of federal and state transportation funding; levels of construction spending in the markets the Company serves; unfavorable weather conditions; fuel costs; transportation costs; competition from new or existing competitors; changes in environmental and other governmental regulations; ability to recognize increased sales and quantifiable savings from internal expansion projects; ability to successfully integrate acquisitions quickly and in a cost-effective manner and achieve anticipated profitability; changes in capital availability or costs; successful development and implementation of the structural composite technological process and strategic products for specific market segments; unanticipated costs or other adverse effects associated with structural composite revenue levels, product pricing, and cost associated with manufacturing ramp up; the financial strength of the structural composite customers and suppliers; business and economic conditions and trends in the trucking and composites industries in various geographic regions; possible disruption in commercial activities related to terrorist activity and armed conflict, such as reduced end-user purchases relative to expectations; the timing and occurrence of events that may be subject to circumstances beyond the Company’s control; and other risk factors listed from time to time in the Company’s filings with the SEC.
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Investors are also cautioned that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete statement of all potential risks or uncertainties. Other factors besides those listed may also adversely affect the Company and may be material to the Company. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A and 21E. These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events, or otherwise.
For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the Company’s Securities and Exchange Commission filings, including, but not limited to, the discussion of “Competition” on pages 12 and 13 of this Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 34-65 of the 2004 Annual Report and “Note A: Accounting Policies” and “Note N: Commitments and Contingencies” of the “Notes to Financial Statements” on pages 31 and 32, respectively, of the Audited Consolidated Financial Statements included in the 2004 Annual Report.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year Assumed | Other Positions and Other Business | |||||||
Name | Age | Present Position | Present Position | Experience Within the Last Five Years | ||||
Stephen P. Zelnak, Jr. | 61 | Chairman of the | 1997 | |||||
Board of Directors; | ||||||||
President and Chief | 1993 | |||||||
Executive Officer; | ||||||||
President of Aggregates | 1993 | |||||||
Segment; | ||||||||
Chairman of Magnesia | 2005 | |||||||
Specialties Business | ||||||||
Philip J. Sipling | 58 | Executive Vice President; | 1997 | Chairman of Magnesia Specialties | ||||
Executive Vice President of | 1993 | Business (1997-2005) | ||||||
Aggregates Segment | ||||||||
Daniel G. Shephard | 47 | Executive Vice President; | 2005 | Vice President-Business Development | ||||
Chief Executive Officer | 2005 | and Capital Planning (2002-2005); | ||||||
of Magnesia Specialties | Senior Vice President (2004-2005); | |||||||
Business | Regional Vice President and General | |||||||
Manager-MidAmerica Region (2003-2005); | ||||||||
President of Magnesia Specialties Business | ||||||||
(1999-2005); | ||||||||
Vice President-Marketing (2002-2004); | ||||||||
Vice President and Treasurer (2000-2002) | ||||||||
Roselyn R. Bar | 47 | Senior Vice President; | 2005 | Vice President (2001-2005); | ||||
General Counsel; | 2001 | Deputy General Counsel (2001); | ||||||
Corporate Secretary | 1997 | Associate General Counsel (1998-2001) | ||||||
Janice K. Henry | 54 | Senior Vice President; | 1998 | Chief Financial Officer (1994-2005) | ||||
Treasurer | 2002 | |||||||
Anne H. Lloyd | 44 | Senior Vice President and | 2005 | Vice President and Controller (1998-2005) | ||||
Chief Financial Officer; | ||||||||
Chief Accounting Officer | 1999 |
2326
Year Assumed | Other Positions and Other Business | Year Assumed | Other Positions and Other Business | |||||||||||||||||
Name | Age | Present Position | Present Position | Experience Within the Last Five Years | Age | Present Position | Present Position | Experience Within the Last Five Years | ||||||||||||
Donald M. Moe | 60 | Senior Vice President; | 2001 | Vice President (1999-2001) | ||||||||||||||||
Senior Vice President of | 1999 | |||||||||||||||||||
Aggregates Segment; | ||||||||||||||||||||
President-Mideast Division | 1996 | |||||||||||||||||||
of Aggregates Segment | ||||||||||||||||||||
Jonathan T. Stewart | 56 | Senior Vice President, Human Resources | 2001 | Vice President, Human Resources (1993 - 2001) | 57 | Senior Vice President, | 2001 | Vice President, Human Resources | ||||||||||||
Human Resources | (1993-2001) | |||||||||||||||||||
Roselyn R. Bar | 46 | Vice President and General Counsel; Corporate Secretary | 2001 1997 | Deputy General Counsel (2001); Associate General Counsel (1998-2001) | ||||||||||||||||
Daniel G. Shephard | 46 | Senior Vice President; Vice President-Business Development and Capital Planning Regional Vice President and General Manager - MidAmerica Region; President of Magnesia Specialties Division | 2004 2002 2003 1999 | Vice President-Marketing (2002-2004) Vice President and Treasurer (2000-2002) | ||||||||||||||||
Anne H. Lloyd | 43 | Chief Accounting Officer; Vice President and Controller | 1999 1998 | |||||||||||||||||
David S. Watterson | 43 | Vice President and Chief Information Officer | 2003 | Vice President, Information Services (1999-2003) | 44 | Vice President, Marketing; | 2006 | Vice President, Information Services | ||||||||||||
Vice President and Chief | 2003 | (1999-2003) | ||||||||||||||||||
Information Officer |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
21, 2006.
2427
Total Number of | Maximum Number of | |||||||||||||||
Shares Purchased as | Shares that May Yet | |||||||||||||||
Part of Publicly | be Purchased Under | |||||||||||||||
Total Number of | Average Price Paid | Announced Plans or | the Plans or | |||||||||||||
Period | Shares Purchased | per Share | Programs(1) | Programs | ||||||||||||
October 1, 2004 - October 31, 2004 | 100,578 | $ | 45.60 | 100,578 | 4,543,222 | |||||||||||
November 1, 2004 - November 30, 2004 | 340,000 | $ | 49.76 | 340,000 | 4,203,222 | |||||||||||
December 1, 2004 - December 31, 2004 | 440,000 | $ | 51.78 | 440,000 | 3,763,222 | |||||||||||
Total | 880,578 | $ | 50.30 | 880,578 | 3,763,222 |
Total Number of | Maximum Number of | |||||||||||||||
Shares Purchased as | Shares that May Yet | |||||||||||||||
Total Number of | Part of Publicly | be Purchased Under | ||||||||||||||
Shares | Average Price | Announced Plans or | the Plans or | |||||||||||||
Period | Purchased | Paid per Share | Programs(1) | Programs | ||||||||||||
October 1, 2005 — | ||||||||||||||||
October 31, 2005 | 0 | $ | — | 0 | 2,125,198 | |||||||||||
November 1, 2005 — | ||||||||||||||||
November 30, 2005 | 480,000 | $ | 74.33 | 480,000 | 1,645,198 | |||||||||||
December 1, 2005 — | ||||||||||||||||
December 31, 2005 | 540,000 | $ | 76.00 | 540,000 | 1,105,198 | |||||||||||
Total | 1,020,000 | $ | 75.21 | 1,020,000 | 1,105,198 |
(1) | The Company’s initial stock repurchase program, which authorized the repurchase of 2.5 million shares of common stock, was announced in a press release dated May 6, 1994, and has been updated as appropriate. The program does not have an expiration date. The Company announced in a press release dated February 22, 2006 that its Board of Directors had authorized the repurchase of an additional 5 million shares of common stock. |
2528
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
2005.
26
The Company’s management has issued its annual report on the Company’s internal control over financial reporting, which included management’s assessment that the Company’s internal control
29
27
Statement, and that information, except for the information required by Items 402(k) and (l) of Regulation S-K, is hereby incorporated by reference in this Form 10-K.
30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Page | ||||
Consolidated Statements of Earnings— for years ended December 31, 2005, 2004 | 13 | |||
28
Consolidated Balance Sheets— at December 31, 2005 and 2004 | 14 | |||
Consolidated Statements of Cash Flows— for years ended December 31, 2005, 2004 and 2003 | 15 | |||
Consolidated Statements of Shareholders’ Equity— | ||||
Balance at December 31, 2005, 2004 | 16 | |||
Notes to Financial Statements— |
31
(2) | List of financial statement schedules filed as part of this Form 10-K |
Schedule II — Valuation and Qualifying | ||||
Accounts | ||||
(3) | Exhibits |
(b) |
Index of Exhibits |
Exhibit | ||||
No. | ||||
3.01 | — | Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibits 3.1 and 3.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on October 25, 1996) (Commission File No. 1-12744) | ||
3.02 | — | Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.02 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2003) (Commission File No. 1-12744) | ||
4.01 | — | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2003) (Commission File No. 1-12744) | ||
4.02 | — | Articles 2 and 8 of the Company’s Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 4.02 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File No. 1-12744) |
29
4.03 | — | Article I of the Company’s Restated Bylaws, as amended (incorporated by reference to Exhibit 4.03 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File No. 1-12744) | ||
4.04 | — | Indenture dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) |
32
Exhibit | ||||
No. | ||||
4.05 | — | Form of Martin Marietta Materials, Inc. 7% Debenture due 2025 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) | ||
4.06 | — | Form of Martin Marietta Materials, Inc. 6.9% Notes due 2007 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) | ||
4.08 | — | Indenture dated as of December 7, 1998 between Martin Marietta Materials, Inc. and First Union National Bank (incorporated by reference to Exhibit 4.08 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-71793)) | ||
4.09 | — | Form of Martin Marietta Materials, Inc. 5.875% Note due December 1, 2008 (incorporated by reference to Exhibit 4.09 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-71793)) | ||
4.10 | — | Form of Martin Marietta Materials, Inc. 6.875% Note due April 1, 2011 (incorporated by reference to Exhibit 4.12 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-61454)) | ||
10.01 | — | Rights Agreement, dated as of October 21, 1996, between the Company and First Union National Bank of North Carolina, as Rights Agent, which includes the Form of Articles of Amendment With Respect to the Junior Participating Class A Preferred Stock of Martin Marietta Materials, Inc., as Exhibit A, the Form of Rights Certificate, as Exhibit B, and the Summary of Rights to Purchase Preferred Stock, as Exhibit C (incorporated by reference to Exhibit 1 to the Martin Marietta Materials, Inc. registration statement on Form 8-A, filed with the Securities and Exchange Commission on October 21, 1996) | ||
10.02 | — | Amendment No. 1 to the Rights Agreement, dated as of May 3, 2004, between the Company and Wachovia Bank, N.A. (as successor to First Union National Bank of North Carolina) (incorporated by references to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1012744)) | ||
10.03 | — | $250,000,000 Five-Year Credit Agreement dated as of | ||
10.04 | — | |||
— | Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.10 to the Martin Marietta Materials, |
30
Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File No. 1-12744)** | ||||
— | Amendment No. 1 to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004) (Commission File No. 1-12744)** | |||
— | Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2003) (Commission File No. 1-12744)** | |||
— | Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 1995) (Commission File No. 1-12744)** |
33
No. | ||||
10.09 | — | Amendment No. 1 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended September 30, 1997) (Commission File No. 1-12744)** | ||
— | Amendment No. 2 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1999) (Commission File No. 1-12744)** | |||
— | Amendment No. 3 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 2000) (Commission File No. 1-12744)** | |||
— | Amendment No. 4 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** | |||
— | Amendment No. 5 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.03 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 2001) (Commission File No. 1-12744)** | |||
— | Amendment No. 6 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended September 30, 2003) (Commission File No. 1-12744)** | |||
*10.15 | — | Amendment No. 7 to the Martin Marietta Materials, Inc. Incentive Stock Plan** | ||
10.16 | — | Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.15 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** | ||
10.17 | — | Amendment No. 1 to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.15 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2001) (Commission File No. 1-12744)** | ||
10.18 | — | Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** | ||
10.19 | — | Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10.16 | ||
— | Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award | |||
— | Form of Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award | |||
*12.01 | — | Computation of ratio of earnings to fixed charges for the year ended December 31, |
31
*13.01 | — | Martin Marietta Materials, Inc. | ||
*21.01 | — | List of subsidiaries of Martin Marietta Materials, Inc. | ||
*23.01 | — | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries | ||
*24.01 | — | Powers of Attorney (included in this Form 10-K at page |
34
Exhibit | ||||
No. | ||||
*31.01 | — | Certification dated February | ||
*31.02 | — | Certification dated February | ||
*32.01 | — | Certification dated February | ||
*32.02 | — | Certification dated February |
* |
** | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K |
Financial Statement Schedule |
Col A | Col B | Col C | Col D | Col E | ||||||||||||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||||||||||
Col C | (1) | (2) | ||||||||||||||||||||||||||||||||||||||
Additions | Charged | Charged to | ||||||||||||||||||||||||||||||||||||||
(1) | (2) | Balance at | to costs | other | Balance at | |||||||||||||||||||||||||||||||||||
Col B | Charged | Charged to | Col E | beginning | and | accounts | Deductions | end of | ||||||||||||||||||||||||||||||||
Description | of period | expenses | describe | describe | period | |||||||||||||||||||||||||||||||||||
Balance at | to costs | other | Col D | Balance at | (Amounts in Thousands) | |||||||||||||||||||||||||||||||||||
Col A | beginning | and | accounts— | Deductions— | end of | |||||||||||||||||||||||||||||||||||
Description | of period | expenses | describe | describe | period | |||||||||||||||||||||||||||||||||||
Year ended December 31, 2005 | ||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 7,242 | $ | 58 | $ | 960 | (a) | $ | 6,340 | |||||||||||||||||||||||||||||||
Inventory valuation allowance | 5,463 | 6,638 | 12,101 | |||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible | 29,605 | 3,964 | 1,328 | (b) | 29,399 | |||||||||||||||||||||||||||||||||||
assets | 2,842 | (c) | ||||||||||||||||||||||||||||||||||||||
(Amounts in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2004 | ||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts and uncollectible notes receivable | $ | 5,196 | $ | 2,103 | $ | 57 | (a) | $ | 7,242 | $ | 5,196 | $ | 2,103 | $ | 57 | (a) | $ | 7,242 | ||||||||||||||||||||||
Inventory valuation allowance | 5,990 | 945 | 1,393 | (a) | 5,463 | |||||||||||||||||||||||||||||||||||
79 | (b) | |||||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible | 28,356 | 4,677 | 2,119 | (b) | 29,605 | |||||||||||||||||||||||||||||||||||
assets | 1,309 | (c) |
3235
Col A | Col B | Col C | Col D | Col E | ||||||||||||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||||||||||
Col C | (1) | (2) | ||||||||||||||||||||||||||||||||||||||
Additions | Charged | Charged to | ||||||||||||||||||||||||||||||||||||||
(1) | (2) | Balance at | to costs | other | Balance at | |||||||||||||||||||||||||||||||||||
Col B | Charged | Charged to | Col E | beginning | and | accounts | Deductions | end of | ||||||||||||||||||||||||||||||||
Balance at | to costs | other | Col D | Balance at | ||||||||||||||||||||||||||||||||||||
Col A | beginning | and | accounts— | Deductions— | end of | |||||||||||||||||||||||||||||||||||
Description | of period | expenses | describe | describe | period | of period | expenses | describe | describe | period | ||||||||||||||||||||||||||||||
(Amounts in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Inventory valuation allowance | 5,990 | 945 | 1,393 | (a) | 5,463 | |||||||||||||||||||||||||||||||||||
79 | (b) | |||||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible assets | 28,356 | 4,677 | 2,119 | (b) | 29,605 | |||||||||||||||||||||||||||||||||||
1,309 | (c) | |||||||||||||||||||||||||||||||||||||||
(Amounts in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2003 | ||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 8,282 | $ | 488 | $ | 3,574 | (d) | $ | 5,196 | $ | 8,282 | $ | 488 | �� | $ | 3,574 | (d) | $ | 5,196 | |||||||||||||||||||||
Inventory valuation allowance | 5,659 | 675 | 87 | (a) | 5,990 | 5,659 | 675 | 87 | (a) | 5,990 | ||||||||||||||||||||||||||||||
191 | (b) | 191 | (b) | |||||||||||||||||||||||||||||||||||||
66 | (e) | 66 | (e) | |||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible assets | 27,505 | 5,840 | 3,556 | (b) | 28,356 | |||||||||||||||||||||||||||||||||||
1,433 | (c) | |||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2002 | ||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 7,367 | $ | 1,082 | — | $ | 167 | (a) | $ | 8,282 | ||||||||||||||||||||||||||||||
Inventory valuation allowance | 6,020 | 504 | — | 504 | (a) | 5,659 | ||||||||||||||||||||||||||||||||||
361 | (b) | |||||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible assets | 103,015 | 6,102 | — | 803 | (b) | 27,505 | ||||||||||||||||||||||||||||||||||
3,423 | (c) | |||||||||||||||||||||||||||||||||||||||
77,386 | (f) | |||||||||||||||||||||||||||||||||||||||
Accumulated amortization of intangible | 27,505 | 5,840 | 3,556 | (b) | 28,356 | |||||||||||||||||||||||||||||||||||
assets | 1,433 | (c) |
(a) | To adjust allowance for change in estimates. | |
(b) | Divestitures. | |
(c) | Write off of fully amortized intangible assets. | |
(d) | Write off of uncollectible accounts against allowance. | |
(e) | Write off of fully reserved inventory. | |
3336
MARTIN | MARIETTA MATERIALS, INC. | |||||
/s/ Roselyn R. Bar | ||||||
Roselyn R. Bar | ||||||
Senior Vice President, General Counsel | ||||||
and Corporate Secretary | ||||||
Dated: February 21, 2006 |
Dated: February 22, 2005
3437
Signature | Title | Date | ||||
/s/ | Stephen P. Zelnak, Jr. | Chairman of the Board, | February | |||
Stephen P. Zelnak, Jr. | President and Chief Executive Officer | |||||
/s/ | Anne H. Lloyd | Senior Vice President, | February | |||
Anne H. Lloyd | Chief Financial Officer, and | |||||
Chief Accounting Officer | ||||||
/s/ | Marcus C. Bennett | Director | February | |||
Marcus C. Bennett | ||||||
/s/ | Sue W. Cole | Director | February | |||
Sue W. Cole | ||||||
/s/ | David G. Maffucci | Director | February | |||
David G. Maffucci | ||||||
/s/ | William E. McDonald | Director | February 21, 2006 | |||
William E. McDonald | ||||||
/s/ | Frank H. Menaker, Jr. | Director | February | |||
Frank H. Menaker, Jr. | ||||||
/s/ | Laree E. Perez | Director | February | |||
Laree E. Perez |
3538
Signature | Title | Date | ||||
/s/ | Dennis L. Rediker | Director | February | |||
Dennis L. Rediker | ||||||
/s/ | William B. Sansom | Director | February | |||
William B. Sansom | ||||||
/s/ | Richard A. Vinroot | Director | February | |||
Richard A. Vinroot |
3639
EXHIBITS
Exhibit | ||||
No. | ||||
3.01 | — | Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibits 3.1 and 3.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on October 25, 1996) (Commission File No. 1-12744) | ||
3.02 | — | Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.02 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2003) | ||
4.01 | — | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2003) (Commission File No. 1-12744) | ||
4.02 | — | Articles 2 and 8 of the Company’s Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 4.02 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File No. 1-12744) | ||
4.03 | — | Article I of the Company’s Restated Bylaws, as amended (incorporated by reference to Exhibit 4.03 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File | ||
4.04 | — | Indenture dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) | ||
4.05 | — | Form of Martin Marietta Materials, Inc. 7% Debenture due 2025 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) | ||
4.06 | — | Form of Martin Marietta Materials, Inc. 6.9% Notes due 2007 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) | ||
4.08 | — | Indenture dated as of December 7, 1998 between Martin Marietta Materials, Inc. and First Union National Bank (incorporated by reference to Exhibit 4.08 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-71793)) | ||
4.09 | — | Form of Martin Marietta Materials, Inc. 5.875% Note due December 1, 2008 (incorporated by reference to Exhibit 4.09 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-71793)) | ||
4.10 | — | Form of Martin Marietta Materials, Inc. 6.875% Note due April 1, 2011 (incorporated by reference to Exhibit 4.12 to the Martin Marietta Materials, Inc. registration statement on Form S-4 (SEC Registration No. 333-61454)) | ||
10.01 | — | Rights Agreement, dated as of October 21, 1996, between the Company and First Union National Bank of North Carolina, as Rights Agent, which includes the Form of Articles of Amendment With Respect to the Junior Participating Class A Preferred Stock of Martin Marietta Materials, Inc., as Exhibit A, the Form of Rights Certificate, as Exhibit B, and the Summary of Rights to Purchase Preferred Stock, as Exhibit C (incorporated by reference to Exhibit 1 to the Martin Marietta Materials, Inc. registration statement on Form 8-A, filed with the Securities and Exchange Commission on October 21, 1996) | ||
10.02 | — | Amendment No. 1 to the Rights Agreement, dated as of May 3, 2004, between the Company and Wachovia Bank, N.A. (as successor to First Union National Bank of North Carolina) |
3740
Exhibit | ||||
No. | ||||
(incorporated by references to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (Commission File No. 1012744)) | ||||
10.03 | — | $250,000,000 Five-Year Credit Agreement dated as of | ||
10.04 | — | |||
— | Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.10 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996) (Commission File No. 1-12744)** | |||
— | Amendment No. 1 to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004) (Commission File No. 1-12744)** | |||
— | Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2003) (Commission File No. 1-12744)** | |||
— | Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 1995) (Commission File No. 1-12744)** | |||
— | Amendment No. 1 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended September 30, 1997) (Commission File No. 1-12744)** | |||
— | Amendment No. 2 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1999) (Commission File No. 1-12744)** | |||
— | Amendment No. 3 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 2000) (Commission File No. 1-12744)** | |||
— | Amendment No. 4 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** | |||
— | Amendment No. 5 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.03 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 2001) (Commission File No. 1-12744)** | |||
— | Amendment No. 6 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended September 30, 2003) (Commission File No. 1-12744)** |
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— | Amendment No. 7 to the Martin Marietta Materials, Inc. Incentive Stock Plan** | |||
10.16 | — | Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.15 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** |
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Exhibit | ||||
No. | ||||
10.17 | — | Amendment No. 1 to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.15 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2001) (Commission File No. 1-12744)** | ||
10.18 | — | Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)** | ||
10.19 | — | Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10.16 | ||
— | Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award | |||
— | Form of Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award | |||
*12.01 | — | Computation of ratio of earnings to fixed charges for the year ended December 31, | ||
*13.01 | — | Martin Marietta Materials, Inc. | ||
*21.01 | — | List of subsidiaries of Martin Marietta Materials, Inc. | ||
*23.01 | — | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries | ||
*24.01 | — | Powers of Attorney (included in this Form 10-K at page | ||
*31.01 | — | Certification dated February | ||
*31.02 | — | Certification dated February | ||
*32.01 | — | Certification dated February | ||
*32.02 | — | Certification dated February |
* |
** | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K |
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