<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 11-K
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[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from October 18, 1996 to December 31, 1996
---------------- -----------------
Commission file number: 1-12744
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MARTIN MARIETTA MATERIALS, INC.
PERFORMANCE SHARING PLAN
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
MARTIN MARIETTA MATERIALS, INC.
2710 WYCLIFF ROAD
RALEIGH, NORTH CAROLINA 27607
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
- --------------------------------------------------------------------------------
<PAGE> 2
Audited Financial Statements
Martin Marietta Materials, Inc.
Performance Sharing Plan
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
For the Period from October 18, 1996 (inception)
through December 31, 1996
with Report of Independent Auditors
<PAGE> 3
Martin Marietta Materials, Inc.
Performance Sharing Plan
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Audited Financial Statements
For the Period from October 18, 1996 (inception) through December 31, 1996
CONTENTS
Report of Independent Auditors...............................................1
Audited Financial Statements for the Plan
Statement of Assets Available for Benefits, with Fund Information............2
Statement of Changes in Net Assets Available for Benefits, with
Fund Information........................................................3
Notes to Financial Statements................................................4
Audited Financial Statements for the Master Trust
Statement of Assets Available for Benefits, with Fund Information............9
Statement of Changes in Net Assets Available for Benefits, with
Fund Information.......................................................10
Notes to Financial Statements...............................................11
Supplemental Schedules
Schedule of Assets Held for Investment Purposes.............................14
Schedule of Reportable Transactions.........................................15
<PAGE> 4
Report of Independent Auditors
Martin Marietta Materials, Inc., as Plan Administrator
We have audited the accompanying statements of net assets available for benefits
of the Martin Marietta Materials, Inc. Performance Sharing Plan (the "Plan") and
the Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust (the
"Master Trust") as of December 31, 1996, and the related statements of changes
in net assets available for benefits for the period from October 18, 1996
(inception) to December 31, 1996. These financial statements are the
responsibility of Martin Marietta Materials, Inc., as Plan Administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial status of the Plan and the Master Trust at
December 31, 1996, and the changes in the financial status of the Plan and the
Master Trust for the period from October 18, 1996 (inception) to December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The Fund Information in the statements of net
assets available for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The Fund Information has been subjected to
the auditing procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
ERNST & YOUNG LLP
June 9, 1997
Raleigh, North Carolina
<PAGE> 5
Martin Marietta Materials, Inc.
Performance Sharing Plan
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
MARTIN
MARIETTA LOCKHEED
YIELD-ENHANCED S&P MATERIALS MARTIN HARBOR
SHORT-TERM 500 COMMON COMMON CAPITAL
INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE
FUND FUND FUND FUND FUND BOND FUND
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest in
Master Trust $20,221 $16,576 $2,020 $20,690 $ 1,471 $ 1,024
================================================================================
Net assets
available for
benefits $20,221 $16,576 $2,020 $20,690 $ 1,471 $ 1,024
================================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT DAILY VANGUARD
COMPANY OF AMERICAN BOND VANGUARD INTERNATIONAL
AMERICA BALANCED MARKET WINDSOR GROWTH LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest in
Master Trust $1,190 $ 510 $ 645 $2,620 $1,231 $1,241 $69,439
======================================================================================
Net assets
available for
benefits $1,190 $ 510 $ 645 $2,620 $1,231 $1,241 $69,439
=====================================================================================
</TABLE>
2
See accompanying notes.
<PAGE> 6
Martin Marietta Materials, Inc.
Performance Sharing Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
For the Period from October 18, 1996 (inception) through December 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
MARTIN
MARIETTA LOCKHEED
YIELD-ENHANCED S&P MATERIALS MARTIN HARBOR
SHORT-TERM 500 COMMON COMMON CAPITAL
INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE
FUND FUND FUND FUND FUND BOND FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits at beginning of period $ -- $ -- $ -- $ -- $ -- $ --
Additions to net assets:
Contributions:
Employees 418 230 16 -- 26 18
Martin Marietta Materials 200 42 4 -- 6 3
Rollover contributions -- -- 1 -- 2 --
----------------------------------------------------------------------------------------
Total contributions 618 272 21 -- 34 21
Interest in net investment
gain (loss) of Master Trust 182 887 (31) 521 42 6
----------------------------------------------------------------------------------------
Total additions (reductions) 800 1,159 (10) 521 76 27
Deductions from net assets:
Distributions and withdrawals 629 267 19 367 -- --
Administrative expenses 7 5 1 5 1 1
----------------------------------------------------------------------------------------
Total deductions 636 272 20 372 1 1
Net transfers from other plans 20,193 16,160 1,898 20,838 937 928
Net transfers between funds (136) (471) 152 (297) 459 70
----------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $ 20,221 $ 16,576 $ 2,020 $ 20,690 $1,471 $1,024
========================================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT DAILY VANGUARD
COMPANY OF AMERICAN BOND VANGUARD INTERNATIONAL
AMERICA BALANCED MARKET WINDSOR GROWTH LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits at beginning of period $ -- $-- $-- $-- $ -- $ -- $ --
Additions to net assets:
Contributions:
Employees 22 9 13 57 19 -- 828
Martin Marietta Materials 5 2 4 14 4 -- 284
Rollover contributions -- -- -- -- 2 -- 5
---------------------------------------------------------------------------------------
Total contributions 27 11 17 71 25 -- 1,117
Interest in net investment
gain (loss) of Master Trust 52 14 5 163 64 8 1,913
---------------------------------------------------------------------------------------
Total additions (reductions) 79 25 22 234 89 8 3,030
Deductions from net assets:
Distributions and withdrawals -- -- -- 1 -- 24 1,307
Administrative expenses 1 -- 1 1 1 -- 24
---------------------------------------------------------------------------------------
Total deductions 1 -- 1 2 1 24 1,331
Net transfers from other plans 958 441 607 2,443 1,083 1,254 67,740
Net transfers between funds 154 44 17 (55) 60 3 --
---------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $1,190 $510 $645 $ 2,620 $1,231 $1,241 $69,439
=========================================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements
December 31, 1996
1. ACCOUNTING POLICIES
The financial statements of the Martin Marietta Materials, Inc. Performance
Sharing Plan (the "Plan") are prepared on the accrual basis of accounting. No
liability is recorded for distributions to participants who terminated during
the year but have chosen to defer payments to the following year. The assets of
the plan are held and invested on a commingled basis in the Martin Marietta
Materials, Inc. Defined Contribution Plans Master Trust (the "Master Trust")
along with the assets of the Martin Marietta Materials, Inc. Savings and
Investment Plan for Hourly Employees and the Martin Marietta Materials, Inc.
Money Accumulation Plan for Hourly Employees. The Plan's interest in the Master
Trust is stated at the fair value of the underlying net assets in the Master
Trust. Unrealized appreciation or depreciation in the aggregate and the gain or
loss on disposition of investments during the year are determined using the
average cost of investments. The assets, realized and unrealized gains and
losses and investment income of the Master Trust are allocated among the
participating plans on a pro rata basis. All administrative expenses, a portion
of which are paid by Martin Marietta Materials, Inc. (the "Corporation"), are
otherwise paid from the Master Trust and allocated to each of the participating
plans.
Prior to October 1996, the Plan was not part of the Master Trust. Rather, the
Plan's assets were invested in a master trust arrangement established for
various plans affiliated with Lockheed Martin Corporation, the former parent of
the Corporation. During October 1996, the Plan's assets were transferred
directly from the master trust arrangement affiliated with Lockheed Martin
Corporation into the Master Trust established for the plans sponsored by the
Corporation and for certain other employees of members of the Corporation's
controlled group of companies, as defined by Section 1563(a)(1) of the Internal
Revenue Code ("IRC Section 1563(a)(1)").
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions, in
particular the determination of fair values of investments for which market
values are not readily available. Actual results could differ from those
estimates.
4
<PAGE> 8
Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
In October 1996, Lockheed Martin Corporation disposed of its remaining ownership
interest of the Corporation's common stock by means of a split-off, an exchange
offer whereby Lockheed Martin Corporation's shareholders were given the
opportunity to exchange some or all of their common stock of Lockheed Martin
Corporation for shares of the Corporation's common stock. The Corporation
subsequently registered its common stock for use in connection with the Plan.
In connection with the divestiture of Lockheed Martin Corporation's ownership
interest in the Corporation, the Plan was established effective October 18,
1996, as a defined contribution plan providing eligible salaried employees an
opportunity to participate in an individual savings and investment program
providing tax savings and retirement incentives. Martin Marietta Materials,
Inc., is the Plan's sponsor, and also serves as the Plan administrator. Prior to
October 1996, eligible employees participated in the Lockheed Martin Corporation
Performance Sharing Plan, which was sponsored by Lockheed Martin Corporation.
Employees of the Corporation and certain employees of members of the Lockheed
Martin Corporation controlled group of companies, as defined by IRC Section
1563(a)(1), were eligible to participate in the Plan.
Generally, the terms of - as well as the procedures for administering - the new
Plan did not change. However, certain investment option funds available under
the former plan were replaced with similar funds of the same type of risk and
level of return. The risk and return investment objectives for the new funds in
the Plan are similar to the investment objectives that existed in the former
plan. Additionally, the underlying investment option available in the employer's
company common stock fund was changed from Lockheed Martin Corporation common
stock to that of Martin Marietta Materials, Inc. Following the consummation date
of the split-off, Plan participants are no longer able to make any
participant-directed contributions into the Lockheed Martin Common Stock Fund
nor add to an existing balance in a Lockheed Martin Common Stock Fund by
purchasing additional shares of the underlying common stock. For the period
through October 1998, Plan participants may transfer out any balance in the
Lockheed Martin Common Stock Fund and any such balance is available for
withdrawals, as permitted under the Plan. At the end of this period,
participation in the Lockheed Martin Common Stock Fund will be terminated and
any participants' remaining balances will be liquidated and reinvested
automatically in the Yield-Enhanced Short-Term Investment Fund. No other
significant plan changes were made as a result of the split-off transaction.
5
<PAGE> 9
Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Employees are eligible to enroll in the Plan after six months of service.
Employee participation requires employee basic contributions of 1% to 6% of base
salary (as defined in the Plan and subject to applicable Internal Revenue Code
("IRC") limitations on allowable compensation). For participants with at least
three years of service on January 1 of each applicable Plan year, the maximum
percentage of employee basic contributions may be increased to 7% of base
salary. Participants may also elect to make additional supplemental
contributions which are not considered for purposes of computing the employer
match. A participant's combined basic and supplemental contributions may not
exceed 17% of that participant's base pay. Generally, a participant's before-tax
contributions may not exceed 15% of base pay, subject to certain restrictions
for highly compensated employees, as defined.
The Company matches the participants' annual basic contribution (the first 6% or
7% of base pay, depending upon length of service). The amount of the Company's
match is equal to 50% of the basic contributions and is credited to participant
accounts monthly. All participants are 100% vested in the value of their
accounts, including employer contributions.
Participants may change the overall percentage of their contributions in 1%
increments and may change investment elections for future before-tax, after-tax
and matching contributions, both up to once per month. Any changes in investment
elections must be made in 5% increments. In addition, participants may change
the investment mix of the accumulated value of prior contributions among the
investment options - excluding the Lockheed Martin Common Stock Fund - daily,
but are limited to 12 changes in a calendar year, however not less than one
transfer in a calendar quarter. The Plan provides for participants to borrow
from the money in his or her own investment account. All loans must meet
specific terms and conditions of the Plan and are subject to applicable IRC
regulations. Personal loans are available to participants in terms of up to 4
1/2 years, and primary residence loans are available for terms of up to 15
years. Such loans bear interest at a fixed rate, established upon loan request,
which is equal to the annual prime rate (based upon corporate borrowing rates
posted by at least 75% of the nation's 30 largest banks, as reported in The Wall
Street Journal on the first business day of the calendar month before loan
application) plus 1%. All loans are due in full immediately upon termination of
employment. Approximately $63,000 was loaned to participants for the period from
October 18, 1996 (inception), through December 31, 1996. Outstanding loan
balances and loan-related activities are reflected in the Loan Fund account in
the accompanying financial statements. In addition, the plan provides
6
<PAGE> 10
Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
for in-service withdrawals to participants that meet specific conditions of
financial hardship, as defined in the Plan and in accordance with current
specific regulations under the IRC. Participants who are still working at the
age of 59 1/2 may qualify for special withdrawal rights and privileges as
defined in the Plan.
Upon separation from the Corporation, participants may receive the full current
value of their contributions and the matching employer contributions.
Participants who have attained age 55 may receive their distributions in the
form of a lump-sum payment or in annual installments over a period of up to 25
years. The accounts of participants who receive installment payments remain
invested in the funds indicated by the participant.
During 1996, the Plan received $67,740,000 from the Lockheed Martin Corporation
Performance Sharing Plan. This amount represents the transfer of account
balances of eligible participants pursuant to the establishment of the Plan.
State Street Bank and Trust Company is the trustee of the Master Trust and
record keeper of the Master Trust and Plan.
Although the Corporation expects to continue the Plan indefinitely, the Board of
Directors of the Corporation may terminate the Plan for any reason at any time.
If the Plan is terminated, each participant or former participant shall receive
a payment equal to the value of the participant's account.
3. INCOME TAX STATUS
The Plan is in the process of applying for a determination letter from the
Internal Revenue Service. Management believes that the Plan meets the
qualification requirements under the IRC Section 401(a) for tax-exempt status.
Therefore, no provision has been made in the financial statements for income
taxes.
7
<PAGE> 11
Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements (continued)
4. MASTER TRUST
The Plan's interest in the Master Trust's net assets as of December 31, 1996,
was 87.21%. The Plan's interest in the Master Trust did not fluctuate
significantly throughout the period from October 18, 1996 (inception) through
December 31, 1996. The following audited financial statements of the Master
Trust contain additional information concerning the Plan's interest in the
Master Trust.
8
<PAGE> 12
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
MARTIN
MARIETTA LOCKHEED
YIELD-ENHANCED S&P MATERIALS MARTIN HARBOR
SHORT-TERM 500 COMMON COMMON CAPITAL
INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE
FUND FUND FUND FUND FUND BOND FUND
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at quoted fair value:
Cash and cash equivalents $25,520 $ -- $ 52 $ 1,282 $ -- $ --
Governmental bonds -- -- -- -- -- 349
Corporate bonds -- -- -- -- -- 669
Common stocks -- 17,972 2,056 22,273 1,470 --
-------------------------------------------------------------------------------
Total investments at quoted fair value 25,520 17,972 2,108 23,555 1,470 1,018
Investments at estimated fair value:
Participant loans -- -- -- -- -- --
-------------------------------------------------------------------------------
Total investments at estimated fair value -- -- -- -- -- --
Other assets:
Contributions receivable:
Employees 229 101 6 -- 7 7
Martin Marietta Materials, Inc. 73 15 1 -- 2 1
Dividends and interest receivable 117 -- -- 6 -- --
Receivable for investments sold -- -- 35 -- -- --
Other -- -- -- -- -- --
-------------------------------------------------------------------------------
Total other assets 419 116 42 6 9 8
-------------------------------------------------------------------------------
Total assets 25,939 18,088 2,150 23,561 1,479 1,026
LIABILITIES
Administrative expenses payable 8 6 1 6 1 1
Amounts payable for investments purchased 117 -- -- -- -- --
Other -- -- -- -- -- --
-------------------------------------------------------------------------------
Total liabilities 125 6 1 6 1 --
-------------------------------------------------------------------------------
Net assets available for benefits $25,814 $18,082 $2,149 $23,555 $1,478 $1,025
===============================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT DAILY VANGUARD
COMPANY OF AMERICAN BOND VANGUARD INTERNATIONAL
AMERICA BALANCED MARKET WINDSOR GROWTH LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at quoted fair value:
Cash and cash equivalents $ -- $ 65 $ -- $ -- $ -- $ -- $26,919
Governmental bonds -- 120 320 -- -- -- 789
Corporate bonds -- 71 321 -- -- -- 1,061
Common stocks 1,192 288 -- 2,616 1,241 -- 49,108
---------------------------------------------------------------------------------------
Total investments at quoted fair value 1,192 544 641 2,616 1,241 -- 77,877
Investments at estimated fair value:
Participant loans -- -- -- -- -- 1,241 1,241
---------------------------------------------------------------------------------------
Total investments at estimated fair value -- -- -- -- -- 1,241 1,241
Other assets:
Contributions receivable:
Employees 7 3 4 19 6 -- 389
Martin Marietta Materials, Inc. 1 1 1 5 3 -- 103
Dividends and interest receivable -- -- -- -- -- -- 123
Receivable for investments sold -- -- -- -- -- -- 35
Other -- -- -- -- -- -- --
---------------------------------------------------------------------------------------
Total other assets 8 4 5 24 9 -- 650
---------------------------------------------------------------------------------------
Total assets 1,200 548 646 2,640 1,250 1,241 79,768
LIABILITIES
Administrative expenses payable 1 1 1 1 1 -- 28
Amounts payable for investments purchased -- -- -- -- -- -- 117
Other -- -- -- -- -- -- --
---------------------------------------------------------------------------------------
Total liabilities 1 1 1 1 1 -- 145
---------------------------------------------------------------------------------------
Net assets available for benefits $1,199 $547 $645 $2,639 $1,249 $1,241 $79,623
=======================================================================================
</TABLE>
See accompanying notes.
9
<PAGE> 13
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Period from October 18, 1996 (inception) through December 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
MARTIN
MARIETTA LOCKHEED
YIELD-ENHANCED S&P MATERIALS MARTIN HARBOR
SHORT-TERM 500 COMMON COMMON CAPITAL
INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE
FUND FUND FUND FUND FUND BOND FUND
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at beginning of period: $ -- $ -- $ -- $ -- $ -- $ --
Additions to net assets:
Contributions:
Employees 746 326 18 -- 26 19
Employer 233 47 4 -- 6 3
Rollover contributions -- -- 1 -- 2 --
-------------------------------------------------------------------------------------------
Total contributions 979 373 23 -- 34 22
Investment income:
Dividends and interest 230 -- 11 108 45 --
Net realized and unrealized gain -- 961 (44) 485 (3) 6
(loss)
-------------------------------------------------------------------------------------------
Total investment income 230 961 (33) 593 42 6
-------------------------------------------------------------------------------------------
Total additions 1,209 1,334 (10) 593 76 28
Deductions from net assets:
Distributions and withdrawals 693 286 20 411 -- --
Administrative expenses 8 6 1 6 1 1
-------------------------------------------------------------------------------------------
Total deductions 701 292 21 417 1 1
Net transfers from other plans 25,442 17,511 2,009 23,694 939 928
Net transfers between funds (136) (471) 171 (315) 464 70
-------------------------------------------------------------------------------------------
Net assets available for benefits
at end of year $ 25,814 $ 18,082 $ 2,149 $ 23,555 $ 1,478 $1,025
===========================================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT DAILY VANGUARD
COMPANY OF AMERICAN BOND VANGUARD INTERNATIONAL
AMERICA BALANCED MARKET WINDSOR GROWTH LOAN
FUND FUND FUND FUND FUND FUND TOTAL
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at beginning of period: $ -- $-- $-- $ -- $ -- $ -- $ --
Additions to net assets:
Contributions:
Employees 22 11 13 58 20 -- 1,259
Employer 6 2 3 15 5 -- 324
Rollover contributions -- -- -- -- 2 -- 5
-------------------------------------------------------------------------------------------
Total contributions 28 13 16 73 27 -- 1,588
Investment income:
Dividends and interest 52 31 -- 225 51 8 761
Net realized and unrealized gain -- (16) 5 (60) 14 -- 1,348
(loss)
-------------------------------------------------------------------------------------------
Total investment income 52 15 5 165 65 8 2,109
-------------------------------------------------------------------------------------------
Total additions 80 28 21 238 92 8 3,697
Deductions from net assets:
Distributions and withdrawals -- -- 1 1 -- 24 1,436
Administrative expenses 1 1 1 1 1 -- 28
-------------------------------------------------------------------------------------------
Total deductions 1 1 2 2 1 24 1,464
Net transfers from other plans 966 476 608 2,461 1,102 1,254 77,390
Net transfers between funds 154 44 18 (58) 56 3 --
-------------------------------------------------------------------------------------------
Net assets available for benefits
at end of year $1,199 $ 547 $645 $ 2,639 $1,249 $1,241 $79,623
===========================================================================================
</TABLE>
See accompanying notes.
10
<PAGE> 14
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Notes to Financial Statements
December 31, 1996
1. ACCOUNTING POLICIES
The Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust (the
"Master Trust") was created on October 18, 1996, to hold the assets of the
Martin Marietta Materials, Inc. Performance Sharing Plan, the Martin Marietta
Materials, Inc. Savings and Investment Plan for Hourly Employees and the Martin
Marietta Money Accumulation Plan for Hourly Employees (collectively, the
"Plans") on a commingled basis. All plans are defined contribution plans of
Martin Marietta Materials, Inc. (the "Corporation"). State Street Bank and Trust
Company ("State Street") is the trustee and recordkeeper for the Master Trust.
Each plan owns the following share of the entire Master Trust.
<TABLE>
<CAPTION>
INTEREST IN
MASTER TRUST AS
PLAN OF DECEMBER 31,
Name of Plan NUMBER 1996
-------------------------------------------
<S> <C> <C>
Martin Marietta Materials, Inc. Performance Sharing Plan
EIN #56-1848578 005 87.21%
Martin Marietta Materials, Inc. Savings and Investment Plan for
Hourly Employees
EIN #56-1848578 006 10.45%
Martin Marietta Money Accumulation Plan for Hourly Employees
EIN #56-1848578 007 2.34%
------------------------
100.00%
========================
</TABLE>
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions, in
particular the determination of fair values of investments for which market
values are not readily available. Actual results could differ from those
estimates.
11
<PAGE> 15
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Notes to Financial Statements (continued)
2. DESCRIPTION OF TRUST
Plan assets held by the Master Trust are invested in eleven funds. The
Yield-Enhanced Short-Term Investment Fund, which is managed by the trustee, is
invested in high-quality money market instruments, corporate equity and debt
instruments and U.S. Government secured notes and bonds. The S&P 500 Index Fund,
which is managed by the trustee, invests in the same individual common stocks in
identical proportions to the S&P 500 index. The Martin Marietta Materials Common
Stock Fund is composed of the Corporation's common stock. The Lockheed Martin
Common Stock Fund is composed of the common stock of Lockheed Martin
Corporation. The Harbor Capital Appreciation Fund is designed to seek long-term
growth of capital by investing in stocks of domestic and foreign companies with
high equity capitalization with above average prospects for growth. The
Intermediate Bond Fund, which is managed by the trustee, invests primarily in
U.S. Treasury, Agency, corporate and asset backed bonds. The Investment Company
of America Fund is designed to achieve long-term growth of capital and income by
investing in stocks of well-established "blue-chip" companies of both the U.S.
and abroad, as well as, in U.S. Government securities. The American Balanced
Fund is designed to seek conservation of capital, current income and long-term
growth of capital by investing in a blend of stocks, bonds and other fixed
income securities. The Daily Bond Market Fund, which is managed by the trustee,
invests primarily in U.S. Treasury, Agency, corporate, mortgage backed and asset
backed securities. The Vanguard Windsor Fund is a capital growth and income fund
that will invest primarily in a diversified portfolio of U.S. common stocks
thought to be undervalued. The Vanguard International Growth Fund is designed to
achieve long-term growth of capital by investing in equity securities of
non-U.S. Companies.
The Martin Marietta Materials, Inc. Performance Sharing Plan has a loan program
whereby eligible participants may borrow up to the lesser of 50% of their total
account balance less the highest outstanding loan balance from the past twelve
months, or $50,000 with a minimum loan of $500. Loans are repaid monthly over a
term of up to 4 1/2 years for personal loans and up to 15 years for a
residential loan at an interest rate of one percent over the prime rate reported
by at least 75% of the nation's 30 largest banks as reported in The Wall Street
Journal on the first business day of the month before loan application. All
loans are due in full immediately upon termination of employment. Approximately
$1,241,000 was loaned to participants at December 31, 1996. Participant loan
activity and the net outstanding loan balances are reflected in the Loan Fund in
the accompanying financial statements.
12
<PAGE> 16
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Notes to Financial Statements (continued)
2. DESCRIPTION OF TRUST (CONTINUED)
Fair values of the underlying securities in the Yield-Enhanced Short-Term
Investment Fund, the S&P 500 Index Fund, the Intermediate Bond Fund, and the
Daily Bond Market Fund are determined by closing prices on the last business day
of the year for those securities traded on national exchanges, at the most
recent sales prices for those securities traded in over-the-counter markets and
at fair value as determined by the Trustee for securities for which there is not
an established market. The fair value of Martin Marietta Materials common stock
and Lockheed Martin Corporation common stock is determined by the closing price
per share on the last business day of the year as reported for New York Stock
Exchange Composite Transactions. Fair values of the Harbor Capital Appreciation
Fund, the Investment Company of America Fund, the American Balanced Fund, the
Vanguard Windsor Fund, and the Vanguard International Growth Fund are determined
by the closing prices on the last business day of the year.
Administrative expenses, a portion of which are paid by the Corporation, are
otherwise paid from the Trust and allocated to the Plans on a pro rata basis.
3. INVESTMENTS
The fair values of individual investments that represent 5% or more of the
Master Trust's net assets at December 31, 1996, are as follows:
(In Thousands)
Yield-Enhanced Short-Term Investment Fund $25,520
S&P 500 Index Fund $17,972
Lockheed Martin Common Stock Fund $23,555
4. INCOME TAXES
The Master Trust has not received a tax ruling from the Internal Revenue
Service. It is management's opinion that the Master Trust Arrangement is
qualified under Section 401(a) of the Internal Revenue Code.
13
<PAGE> 17
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT, INCLUDING
MATURITY DATE, RATE
OF INTEREST, PAR OR
IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY MATURITY VALUE COST CURRENT VALUE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SSGA Yield-Enhanced Short-Term Investment Fund 25,520,648 units $25,520,648 $25,520,648
SSGA Intermediate Bond Fund 99,380 units 1,012,343 1,018,548
SSGA Daily Bond Market Fund 46,733 units 635,812 640,798
American Balanced Fund 37,368 units 559,275 543,705
SSGA S&P 500 Index Fund 150,487 units 17,055,710 17,971,183
Vanguard Windsor Fund 157,689 units 2,684,764 2,616,062
Investment Company of America Fund 49,175 units 1,193,357 1,191,516
Harbor Capital Appreciation Fund 55,817 units 1,474,326 1,469,673
Vanguard International Growth Portfolio 75,427 units 1,231,130 1,241,532
Lockheed Martin Common Stock Fund 243,424 shares 21,816,876 22,273,296
Martin Marietta Materials Common Stock Fund 88,462 shares 2,098,128 2,056,742
Participant Loans interest rates ranging 1,240,807 1,240,807
from 7% to 10%
Cash and Cash Equivalents 1,333,889 units 1,333,889 1,333,889
------------------------------
$77,857,065 $79,118,399
==============================
</TABLE>
14
<PAGE> 18
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Line 27d-Schedule of Reportable Transactions
For the Period from October 18, 1996 (inception) through December 31, 1996
<TABLE>
<CAPTION>
CURRENT VALUE
IDENTITY OF PARTY DESCRIPTION OF PURCHASE SELLING COST OF OF ASSET ON NET GAIN
INVOLVED ASSETS PRICE PRICE ASSETS TRANSACTION DATE (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------
Category (i) - Individual transactions in excess of 5 percent of plan assets:
<S> <C> <C> <C> <C> <C> <C>
State Street Bank Yield-Enhanced
and Trust Company Short-Term
Investment Fund,
25,411,891 units $ 25,441,891 $ - $ 25,441,891 $ 25,441,891 $ -
S&P 500 Flagship
Fund, 154,637 units
17,510,517 - 17,510,517 17,510,517 -
</TABLE>
Current value of Plan assets is based on the end of year balance of net assets
available for benefits.
15
<PAGE> 19
Martin Marietta Materials, Inc.
Defined Contribution Plans Master Trust
Line 27d-Schedule of Reportable Transactions (continued)
For the Period from October 18, 1996 (inception) through December 31, 1996
<TABLE>
<CAPTION>
CURRENT VALUE
IDENTITY OF PARTY DESCRIPTION OF PURCHASE SELLING COST OF OF ASSET ON NET GAIN
INVOLVED ASSETS PRICE PRICE ASSETS TRANSACTION DATE (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5 percent of plan assets:
<S> <C> <C> <C> <C> <C> <C>
State Street Bank Yield-Enhanced
and Trust Company Short-Term
Investment Fund $26,688,821 $ - $ 26,688,821 $ 26,688,821 $ -
S&P 500 Flagship Fund
17,845,293 - 17,845,293 17,845,293 -
</TABLE>
Current value of Plan assets is based on the end of year balance of net assets
available for benefits.
There were no category (ii) or (iv) reportable transactions during the period
ended December 31, 1996.
16
<PAGE> 20
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustee of the below named plan has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
MARTIN MARIETTA MATERIALS, INC.
PERFORMANCE SHARING PLAN
By: Martin Marietta Materials, Inc.
Plan Administrator
By: Benefit Plan Committee
By: /s/ Janice K. Henry
----------------------------
Janice K. Henry
Date: June 27, 1997
<PAGE> 21
EXHIBIT INDEX
Exhibit No. Document
----------- --------
23 Consent of Ernst & Young LLP
<PAGE> 1
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-83516) pertaining to the Martin Marietta Materials, Inc.
Amended Omnibus Securities Award Plan and in the Registration Statement
(Form S-3 No. 33-99082) pertaining to the Martin Marietta Materials, Inc. shelf
registration, of our report dated June 9, 1997, with respect to the financial
statements and schedules of the Martin Marietta Materials, Inc. Performance
Sharing Plan and Martin Marietta Materials, Inc. Defined Contribution Plans
Master Trust included in this Annual Report (Form 11-K) for the transition
period from October 18, 1996 to December 31, 1996.
ERNST & YOUNG LLP
June 27, 1997
