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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________to ____________
Commission file number: 1-12744
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)
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Audited Financial Statements
Martin Marietta Materials, Inc.
Performance Sharing Plan
Years ended December 31, 1999 and 1998 with Report of Independent Auditors
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Martin Marietta Materials, Inc.
Performance Sharing Plan
Audited Financial Statements
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors................................................1
Statements of Net Assets Available for Benefits...............................2
Statements of Changes in Net Assets Available for Benefits....................3
Notes to Financial Statements.................................................4
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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 as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
June 5, 2000
Raleigh, North Carolina
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Martin Marietta Materials, Inc.
Performance Sharing Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
1999 1998
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(In Thousands)
ASSETS
Cash $ 2,170 $ --
Interest in Master Trust, at fair value 113,777 107,093
Contributions receivable:
Employees 398 374
Martin Marietta Materials, Inc. 140 130
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Net assets available for benefits $116,485 $107,597
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See accompanying notes.
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Martin Marietta Materials, Inc.
Performance Sharing Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
1999 1998
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(In Thousands)
Net assets available for benefits at beginning of year $107,597 $ 82,202
Additions to net assets:
Contributions:
Employees 4,995 4,614
Martin Marietta Materials, Inc. 1,882 1,664
Rollovers 5,628 2,688
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Total contributions 12,505 8,966
Interest in net investment gain of Master Trust 2,701 22,015
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Total additions 15,206 30,981
Deductions from net assets:
Distributions and withdrawals 5,884 5,262
Administrative expenses 434 324
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Total deductions 6,318 5,586
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Net assets available for benefits at end of year $116,485 $107,597
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See accompanying notes.
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Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements
December 31, 1999
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. The Plan's interest in the Master Trust is
stated at the fair value of the underlying net assets in the Master Trust. Fair
values of the underlying net assets 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 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 by the Master Trust and allocated to each of the participating
plans.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates, in particular the
determination of fair values of investments for which market values are not
readily available. Actual results could differ from those estimates.
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation. Such reclassifications had no impact on
previously reported net assets available for benefits.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the summary plan description for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan providing eligible salaried employees of
the Corporation an opportunity to participate in an individual savings and
investment program providing tax deferred savings. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Martin Marietta Materials, Inc. is the Plan's sponsor and also serves as the
Plan administrator.
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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 7% of base
salary (as defined in the Plan and subject to applicable Internal Revenue Code
("IRC") limitations on allowable compensation). 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 Corporation matches the participants' annual basic contribution (the first
7% of base pay). The amount of the Corporation'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.
During 1999 and 1998, the participants' investment options included the
Yielded-Enhanced Short-Term Investment Fund, S&P 500 Index Fund, Martin Marietta
Materials Common Stock Fund, Harbor Capital Appreciation Fund, Daily Bond Market
Fund, Vanguard Windsor Fund and Vanguard International Growth Fund.
The Lockheed Martin Common Stock Fund was an investment option prior to the
Corporation's split-off from Lockheed Martin Corporation, the Corporation's
former parent company and the previous administrator of the Plan. In October
1998, any participant's remaining balance in the Lockheed Martin Common Stock
Fund was automatically reinvested in the Yield-Enhanced Short-Term Investment
Fund.
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 - daily, but are limited to 12 changes in a calendar year,
provided that the participant has one transfer in a calendar quarter, regardless
of the limitation.
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Martin Marietta Materials, Inc.
Performance Sharing Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 5 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 $665,000 and $708,000
was loaned to participants during 1999 and 1998, respectively. In addition, the
Plan provides 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.
State Street Bank and Trust Company is the trustee of the Master Trust and
recordkeeper 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 has received a determination letter from the Internal Revenue Service
dated March 18, 1998, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
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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, 1999 and
1998, was 82.50% and 84.95%, respectively. The Plan's interest in the Master
Trust did not fluctuate significantly throughout the years ended December 31,
1999 and 1998. An analysis of investments and related investment income for the
Master Trust is as follows:
1999
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NET
INTEREST DEPRECIATION FAIR VALUE
AND IN FAIR VALUE AT END
DIVIDENDS DURING YEAR OF YEAR
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(In Thousands)
Investments at fair value:
Cash and cash equivalents $ 1,758 $ -- $ 35,191
Governmental bonds -- -- 2,027
Corporate bonds -- -- 1,467
Common stocks 2,835 (1,606) 96,033
Other 123 -- 2,449
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$ 4,716 $ (1,606) $137,167
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1998
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NET
INTEREST APPRECIATION FAIR VALUE
AND IN FAIR VALUE AT END
DIVIDENDS DURING YEAR OF YEAR
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(In Thousands)
Investments at fair value :
Cash and cash equivalents $ 1,493 $ -- $ 35,527
Governmental bonds 126 -- 2,465
Corporate bonds 64 -- 1,763
Common stocks 1,506 21,784 83,784
Other 150 -- 2,211
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$ 3,339 $ 21,784 $125,750
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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
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Janice K. Henry
Date: June 27, 2000
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EXHIBIT INDEX
Exhibit No. Document
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23 Consent of Ernst & Young LLP
