1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 11-K ----------------- [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, 1997 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. SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES (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) - -------------------------------------------------------------------------------- 2 Audited Financial Statements Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Year ended December 31, 1997 and period from October 18, 1996 (inception) through December 31, 1996 with Report of Independent Auditors 3 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Audited Financial Statements Year ended December 31, 1997 and period from October 18, 1996 (inception) through December 31, 1996 CONTENTS
Audited Financial Statements for the Plan Report of Independent Auditors ............................................................. 1 Statements of Net Assets Available for Benefits, with Fund Information ..................... 2 Statements of Changes in Net Assets Available for Benefits, with Fund Information .......... 3 Notes to Financial Statements .............................................................. 5 Audited Financial Statements for the Master Trust Report of Independent Auditors ............................................................. 10 Statements of Net Assets Available for Benefits, with Fund Information ..................... 12 Statements of Changes in Net Assets Available for Benefits, with Fund Information .......... 14 Notes to Financial Statements .............................................................. 16 4 [ERNST & YOUNG LLP LETTERHEAD] 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. Savings and Investment Plan for Hourly Employees (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the year ended December 31, 1997 and 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 net assets available for benefits of the Plan at December 31, 1997 and 1996, and the changes in the net assets available for benefits for the year ended December 31, 1997 and 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, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Raleigh, NC June 15, 1998 5 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997 December 31, 1996
YIELD- ENHANCED MARTIN SHORT- MARIETTA LOCKHEED TERM S&P MATERIALS MARTIN INVESTMENT 500 INDEX COMMON COMMON FUND FUND STOCK FUND STOCK FUND TOTAL ------------------------------------------------------------------------------- ASSETS Interest in Master Trust $ 4,650,486 $ 2,286,822 $ 794,663 $ 2,691,890 $10,423,861 =============================================================================== Net assets available for benefits $ 4,650,486 $ 2,286,822 $ 794,663 $ 2,691,890 $10,423,861 =============================================================================== See accompanying notes. 2
YIELD- ENHANCED MARTIN SHORT- MARIETTA LOCKHEED TERM S&P MATERIALS MARTIN INVESTMENT 500 INDEX COMMON COMMON FUND FUND STOCK FUND STOCK FUND TOTAL ------------------------------------------------------------------------------- ASSETS Interest in Master Trust $ 4,009,919 $ 1,318,468 $ 129,416 $ 2,864,857 $ 8,322,660 =============================================================================== Net assets available for benefits $ 4,009,919 $ 1,318,468 $ 129,416 $ 2,864,857 $ 8,322,660 =============================================================================== 6 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Statement of Changes in Net Assets Available for Benefits, with Fund Information Year ended December 31, 1997 See accompanying notes. 3
YIELD- MARTIN ENCHANCED MARIETTA LOCKHEED SHORT-TERM S&P MATERIALS MARTIN INVESTMENT 500 INDEX COMMON COMMON FUND FUND STOCK FUND STOCK FUND TOTAL --------------------------------------------------------------------------------- Net assets available for benefits at beginning of period $ 4,009,919 $ 1,318,468 $ 129,416 $ 2,864,857 $ 8,322,660 Additions to net assets: Contributions: Employees 979,270 439,344 138,953 -- 1,557,567 Rollover contributions 73 2,674 2,528 -- 5,275 --------------------------------------------------------------------------------- Total contributions 979,343 442,018 141,481 -- 1,562,842 Interest in net investment gain of Master Trust 235,446 490,798 135,882 269,069 1,131,195 --------------------------------------------------------------------------------- Total additions 1,214,789 932,816 277,363 269,069 2,694,037 Deductions from net assets: Distributions and withdrawals 307,012 83,739 6,103 172,402 569,256 Administrative expenses 9,945 6,475 924 6,236 23,580 --------------------------------------------------------------------------------- Total deductions 316,957 90,214 7,027 178,638 592,836 Net transfers between funds (257,265) 125,752 394,911 (263,398) -- --------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 4,650,486 $ 2,286,822 $ 794,663 $ 2,691,890 $10,423,861 ================================================================================= 7 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Statement of Changes in Net Assets Available for Benefits, with Fund Information (continued) Period from October 18, 1996 (inception) through December 31, 1996 See accompanying notes. 4
YIELD- MARTIN ENCHANCED MARIETTA LOCKHEED SHORT-TERM S&P MATERIALS MARTIN INVESTMENT 500 INDEX COMMON COMMON FUND FUND STOCK FUND STOCK FUND TOTAL ---------------------------------------------------------------------------------- Net assets available for benefits at beginning of period $ -- $ -- $ -- $ -- $ -- Additions to net assets: Contributions: Employees 276,270 83,664 2,068 -- 362,002 Interest in net investment gain (loss) of Master Trust 34,540 65,480 (1,884) 72,370 170,506 ---------------------------------------------------------------------------------- Total additions 310,810 149,144 184 72,370 532,508 Deductions from net assets: Distributions and withdrawals 61,961 19,503 1,246 44,752 127,462 Administrative expenses 1,231 394 60 694 2,379 ---------------------------------------------------------------------------------- Total deductions 63,192 19,897 1,306 45,446 129,841 Net transfers from other plans 3,767,369 1,185,340 110,814 2,856,470 7,919,993 Net transfers between funds (5,068) 3,881 19,724 (18,537) -- ---------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 4,009,919 $ 1,318,468 $ 129,416 $ 2,864,857 $ 8,322,660 ================================================================================== 8 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Notes to Financial Statements December 31, 1997 1. ACCOUNTING POLICIES The financial statements of the Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees (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. Performance Sharing Plan 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. 5 9 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees 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 hourly paid employees of the Corporation 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 Savings and Investment Plan for Hourly Employees, which was sponsored by Lockheed Martin Corporation. Employees of the Corporation and certain other 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. 6 10 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) All hourly employees of the Corporation meeting eligibility requirements may participate with the exception of certain hourly employees of the former Dravo Basic Materials' employees. These employees participate in the Martin Marietta Materials, Inc. Money Accumulation Plan for Hourly Employees (see Note 6). Other hourly employees of the Corporation may be extended Plan coverage through labor negotiations or at the discretion of the Corporation. A covered employee is eligible to enroll in the Plan after 12 months of service. Employee participation requires employee before-tax contributions of 1% to 10% of earnings. Participants are fully vested in their contributions at all times. Participant directed contributions may be invested in three of the ten investment funds available in the Master Trust, except for the restrictions in connection with the Lockheed Martin Common Stock Fund, as discussed above. Participants may change the overall percentage of their contributions in 1% increments and may change investment elections for future before-tax contributions in 5% increments, both up to two times per year. 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, also up to twice a year. The Plan provides for in-service withdrawals to participants that meet specific conditions of financial hardship, as defined and in accordance with current specific regulations under the Internal Revenue Code ("IRC"). Upon separation from the Corporation, participants may elect to receive the full current value of their contributions. During 1996, the Plan received $7,919,993 from the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees. 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 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. 7 11 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Notes to Financial Statements (continued) 3. INCOME TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service (IRS). The determination letter states that the Plan meets the qualification requirements under the Internal Revenue Code (IRC) Section 401(a) for tax-exempt status under the IRC Section 501(a). Management believes that the Plan has been in operational compliance with the IRC Section 401(a) requirements. Therefore, no provision has been made in the financial statements for federal income taxes. 4. MASTER TRUST The Plan's interest in the Master Trust's net assets as of December 31, 1997 and 1996, was 10.98% and 10.45%, respectively. The Plan's interest in the Master Trust did not fluctuate significantly throughout the year ended December 31, 1997 or 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. 5. YEAR 2000 ISSUE (UNAUDITED) The Corporation has established a dedicated information technology task force to coordinate the identification, evaluation and implementation of modifications and replacements to the Corporation's information systems and related applications necessary to achieve a year 2000 date conversion with no effect on customers or disruption to its business operations. The Corporation's goal is to be substantially year 2000 compliant on a timely basis. The major systems and applications carrying potential business impact have been identified and are being evaluated, and initial conversion efforts are underway. In addition, the Corporation is communicating with suppliers, customers, financial institutions and others with which it does business to coordinate the year 2000 conversion process. The cost of the year 2000 initiatives is not expected to be material to the Corporation's results of operations or financial position or to the Plan's operations. 8 12 Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees Notes to Financial Statements (continued) 6. PLAN AMENDMENTS Effective January 1, 1998, the Corporation merged the Martin Marietta Materials, Inc. Money Accumulation Plan for Hourly Employees into the Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees to form one defined contribution plan. The terms of the Plan were amended to include: participation after 6 months of service; before - and after - tax participant contributions; Corporation contributions equal to 25% of the first 7% of participants' annual basic contributions; seven investment funds which are available in the Master Trust; and personal loan capacity. The Plan's net assets were increased by approximately $2,300,000, reflecting the transfer of net assets from the Money Accumulation Plan for Hourly Employees. Effective January 1, 1998, certain hourly employees of the former American Aggregates Corporation, that was acquired by the Corporation during 1997, are eligible to participate in the Plan. 9 13 [ERNST & YOUNG LLP LETTERHEAD] 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. Defined Contribution Plans Master Trust (the "Master Trust") as of December 31, 1997 and 1996 and the related statements of changes in net assets available for benefits for the year ended December 31, 1997 and for the period from October 18, 1996 (inception) through 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 net assets available for benefits of the Master Trust at December 31, 1997 and 1996, and the changes in the net assets available for benefits for the year ended December 31, 1997 and for the period from October 18, 1996 (inception) through December 31, 1996, in conformity with generally accepted accounting principles. The accompanying statements are those of the Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust, which is established under the Martin Marietta Materials, Inc. Performance Sharing Plan, the Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees and the Martin Marietta Materials, Inc. Money Accumulation Plan for Hourly Employees (collectively, the "Plans"); the statements do not purport to present the financial status of the Plans. The statements do not contain certain information on net assets available for benefits and other disclosures necessary for a fair presentation of the financial statements of the Plans in conformity with generally accepted accounting principles. Furthermore, these statements do not purport to satisfy the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 relating to the financial statements of employee benefit plans. 10 14 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 audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Raleigh, NC June 15, 1998 11 15 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997 (In Thousands) See accompanying notes. 12
YIELD- MARTIN ENHANCED MARIETTA LOCKHEED HARBOR INVESTMENT SHORT-TERM S&P 500 MATERIALS MARTIN CAPITAL COMPANY INVESTMENT INDEX COMMON COMMON APPRECIATION INTERMEDIATE OF AMERICA FUND FUND STOCK FUND STOCK FUND FUND BOND FUND FUND ------------------------------------------------------------------------------------------ ASSETS Investments at quoted fair value: Cash and cash equivalents $24,246 $ -- $ 442 $ 439 $ -- $ -- $ -- Governmental bonds -- -- -- -- -- 232 -- Corporate bonds -- -- -- -- -- 231 -- Common stocks -- 24,734 9,344 19,356 3,565 -- 1,048 -------------------------------------------------------------------------------------- Total investments at quoted fair value 24,246 24,734 9,786 19,795 3,565 463 1,048 Investments at estimated fair value: Participant loans -- -- -- -- -- -- -- -------------------------------------------------------------------------------------- Total investments at estimated fair value -- -- -- -- -- -- -- Other assets: Contributions receivable: Employees 204 124 41 -- 14 5 10 Martin Marietta Materials, Inc. 71 19 9 -- 3 1 3 Dividends and interest receivable 116 -- 2 1 -- -- -- -------------------------------------------------------------------------------------- Total other assets 391 143 52 1 17 6 13 -------------------------------------------------------------------------------------- Total assets 24,637 24,877 9,838 19,796 3,582 469 1,061 LIABILITIES Administrative expenses payable 44 52 11 30 3 3 3 Amounts payable for investments purchased -- -- 121 -- -- -- -- -------------------------------------------------------------------------------------- Total liabilities 44 52 132 30 3 3 3 -------------------------------------------------------------------------------------- Net assets available for benefits $24,593 $24,825 $ 9,706 $19,766 $ 3,579 $ 466 $ 1,058 ====================================================================================== DAILY VANGUARD AMERICAN BOND VANGUARD INTERNATIONAL BALANCED MARKET WINDSOR GROWTH LOAN FUND FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ ASSETS Investments at quoted fair value: Cash and cash equivalents $ 70 $ -- $ -- $ -- $ -- $25,197 Governmental bonds 104 1,228 -- -- -- 1,564 Corporate bonds 69 605 -- -- -- 905 Common stocks 336 -- 5,247 1,689 -- 65,319 ------------------------------------------------------------------------ Total investments at quoted fair value 579 1,833 5,247 1,689 -- 92,985 Investments at estimated fair value: Participant loans -- -- -- -- 1,582 1,582 ------------------------------------------------------------------------ Total investments at estimated fair value -- -- -- -- 1,582 1,582 Other assets: Contributions receivable: Employees 7 5 31 11 -- 452 Martin Marietta Materials, Inc. 2 1 8 3 -- 120 Dividends and interest receivable -- -- -- -- -- 119 ------------------------------------------------------------------------ Total other assets 9 6 39 14 -- 691 ------------------------------------------------------------------------ Total assets 588 1,839 5,286 1,703 1,582 95,258 LIABILITIES Administrative expenses payable 1 4 7 4 -- 162 Amounts payable for investments purchased -- -- -- -- -- 121 ------------------------------------------------------------------------ Total liabilities 1 4 7 4 -- 283 ------------------------------------------------------------------------ Net assets available for benefits $ 587 $ 1,835 $ 5,279 $ 1,699 $ 1,582 $94,975 ======================================================================== 16 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Statement of Net Assets Available for Benefits, with Fund Information December 31, 1996 (In Thousands) See accompanying notes. 13
YIELD- MARTIN ENHANCED MARIETTA LOCKHEED HARBOR INVESTMENT SHORT-TERM S&P 500 MATERIALS MARTIN CAPITAL COMPANY INVESTMENT INDEX COMMON COMMON APPRECIATION INTERMEDIATE OF AMERICA FUND FUND STOCK FUND STOCK FUND FUND BOND FUND FUND ------------------------------------------------------------------------------------------ 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 -- 1,192 -------------------------------------------------------------------------------------- Total investments at quoted fair value 25,520 17,972 2,108 23,555 1,470 1,018 1,192 Investments at estimated fair value: Participant loans -- -- -- -- -- -- -- -------------------------------------------------------------------------------------- Total investments at estimated fair value -- -- -- -- -- -- -- Other assets: Contributions receivable: Employees 229 101 6 -- 7 7 7 Martin Marietta Materials, Inc. 73 15 1 -- 2 1 1 Dividends and interest receivable 117 -- -- 6 -- -- -- Receivable for investments sold -- -- 35 -- -- -- -- -------------------------------------------------------------------------------------- Total other assets 419 116 42 6 9 8 8 -------------------------------------------------------------------------------------- Total assets 25,939 18,088 2,150 23,561 1,479 1,026 1,200 LIABILITIES Administrative expenses payable 8 6 1 6 1 1 1 Amounts payable for investments purchased 117 -- -- -- -- -- -- -------------------------------------------------------------------------------------- Total liabilities 125 6 1 6 1 1 1 -------------------------------------------------------------------------------------- Net assets available for benefits $25,814 $18,082 $ 2,149 $23,555 $ 1,478 $ 1,025 $ 1,199 ====================================================================================== DAILY VANGUARD AMERICAN BOND VANGUARD INTERNATIONAL BALANCED MARKET WINDSOR GROWTH LOAN FUND FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ 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 288 -- 2,616 1,241 -- 49,108 ------------------------------------------------------------------------ Total investments at quoted fair value 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 3 4 19 6 -- 389 Martin Marietta Materials, Inc. 1 1 5 3 -- 103 Dividends and interest receivable -- -- -- -- -- 123 Recievable for investments sold -- -- -- -- 35 ------------------------------------------------------------------------ Total other assets 4 5 24 9 -- 650 ------------------------------------------------------------------------ Total assets 548 646 2,640 1,250 1,241 79,768 LIABILITIES Administrative expenses payable 1 1 1 1 -- 28 Amounts payable for investments purchased -- -- -- -- -- 117 ------------------------------------------------------------------------ Total liabilities 1 1 1 1 -- 145 ------------------------------------------------------------------------ Net assets available for benefits $ 547 $ 645 $ 2,639 $ 1,249 $ 1,241 $79,623 ======================================================================== 17 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Statement of Changes in Net Assets Available for Benefits, with Fund Information Year ended December 31, 1997 (In Thousands) See accompanying notes. 14
YIELD- MARTIN ENHANCED MARIETTA LOCKHEED SHORT- S&P MATERIALS MARTIN HARBOR INVESTMENT TERM 500 COMMON COMMON CAPITAL COMPANY OF INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE AMERICA FUND FUND FUND FUND FUND BOND FUND FUND ---------------------------------------------------------------------------------------- Net assets available for benefits at beginning of period: $ 25,814 $ 18,082 $ 2,149 $ 23,555 $ 1,478 $ 1,025 $ 1,199 Additions to net assets: Contributions: Employees 2,410 1,490 516 -- 169 60 124 Employer 832 228 119 -- 41 13 33 Rollover contributions 229 80 57 -- 27 -- 12 -------------------------------------------------------------------------------------- Total contributions 3,471 1,798 692 -- 237 73 169 Investment income: Dividends and interest 1,386 -- 106 371 482 -- 132 Net realized and unrealized gain (loss) -- 5,956 2,023 1,839 20 70 250 -------------------------------------------------------------------------------------- Total investment income 1,386 5,956 2,129 2,210 502 70 382 -------------------------------------------------------------------------------------- Total additions 4,857 7,754 2,821 2,210 739 143 551 Deductions from net assets: Distributions and withdrawals 3,633 866 72 832 25 71 35 Administrative expenses 59 75 14 48 4 6 3 -------------------------------------------------------------------------------------- Total deductions 3,692 941 86 880 29 77 38 Net transfers from other plans -- 21 -- 154 19 -- 36 Net transfers between funds (2,386) (91) 4,822 (5,273) 1,372 (625) (690) -------------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 24,593 $ 24,825 $ 9,706 $ 19,766 $ 3,579 $ 466 $ 1,058 ===================================================================================== DAILY VANGUARD AMERICAN BOND VANGUARD INTERNATIONAL BALANCED MARKET WINDSOR GROWTH LOAN FUND FUND FUND FUND FUND TOTAL ----------------------------------------------------------------------- Net assets available for benefits at beginning of period: $ 547 $ 645 $ 2,639 $ 1,249 $ 1,241 $ 79,623 Additions to net assets: Contributions: Employees 83 53 372 138 -- 5,415 Employer 21 15 92 32 -- 1,426 Rollover contributions 2 -- 24 4 -- 435 ----------------------------------------------------------------------- Total contributions 106 68 488 174 -- 7,276 Investment income: Dividends and interest 92 -- 805 73 -- 3,447 Net realized and unrealized gain (loss) 71 83 (113) (27) 116 10,288 ----------------------------------------------------------------------- Total investment income 163 83 692 46 116 13,735 ----------------------------------------------------------------------- Total additions 269 151 1,180 220 116 21,011 Deductions from net assets: Distributions and withdrawals 15 12 48 35 91 5,735 Administrative expenses 1 5 9 4 -- 228 ----------------------------------------------------------------------- Total deductions 16 17 57 39 91 5,963 Net transfers from other plans 16 -- 22 36 -- 304 Net transfers between funds (229) 1,056 1,495 233 316 -- ----------------------------------------------------------------------- Net assets available for benefits at end of year $ 587 $ 1,835 $ 5,279 $ 1,699 $ 1,582 $ 94,975 ======================================================================= 18 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) See accompanying notes. 15
YIELD- MARTIN ENHANCED MARIETTA LOCKHEED SHORT- S&P MATERIALS MARTIN HARBOR TERM 500 COMMON COMMON CAPITAL INVESTMENT INDEX STOCK STOCK APPRECIATION INTERMEDIATE FUND FUND FUND FUND FUND BOND FUND ------------------------------------------------------------------------------- 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 (loss) -- 961 (44) 485 (3) 6 ------------------------------------------------------------------------------ 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 ============================================================================== INVESTMENT DAILY VANGUARD COMPANY OF AMERICAN BOND VANGUARD INTERNATIONAL AMERICA BALANCED MARKET WINDSOR GROWTH LOAN FUND FUND FUND FUND FUND FUND TOTAL -------------------------------------------------------------------------------------- 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 (loss) -- (16) 5 (60) 14 -- 1,348 ------------------------------------------------------------------------------------- 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 ===================================================================================== 19 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Notes to Financial Statements December 31, 1997 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 record keeper for the Master Trust. Each plan owns the following share of the entire Master Trust. 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. 16
INTEREST IN MASTER TRUST AS PLAN OF DECEMBER 31, NAME OF PLAN NUMBER 1997 1996 - ------------ ----------------------------------------- Martin Marietta Materials, Inc. Performance Sharing Plan EIN #56-1848578 005 86.55% 87.21% Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees EIN #56-1848578 006 10.98% 10.45% Martin Marietta Money Accumulation Plan for Hourly Employees EIN #56-1848578 007 2.47% 2.34% ------------------------ 100.00% 100.00% ======================== 20 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Notes to Financial Statements (continued) 2. DESCRIPTION OF THE MASTER 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. Effective January 1, 1998, the following investment options were eliminated: Intermediate Bond Fund, Investment Company of America and American Balanced Fund. 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 $1,582,000 and $1,241,000 was loaned to participants at December 31, 1997 and 1996, respectively. Participant loan activity and the net outstanding loan balances are reflected in the Loan Fund in the accompanying financial statements. 17 21 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Notes to Financial Statements (continued) 2. DESCRIPTION OF THE MASTER 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. Following the creation of the Master Trust, the Plans' 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, the Plans' 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 Plans. 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. 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 TrustOs net assets at December 31, 1997 are as follows (in thousands): 18
Yield-Enhanced Short-Term Investment Fund $24,246 S&P 500 Index Fund $24,734 Martin Marietta Materials Stock Fund $ 9,786 Lockheed Martin Common Stock Fund $19,795 Vanguard Windsor Fund $ 5,247 22 Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust Notes to Financial Statements (continued) 4. INCOME TAXES The Master Trust was created to hold the assets of the various defined contribution plans of the Corporation which are listed as participating plans in the Master Trust Agreement. As Plans participating in the Master Trust have received favorable determination letters from the Internal Revenue Service that they are qualified under Section 401(a) of the Internal Revenue Code, and management believes the Plans to be operating in compliance with all applicable requirements, there has been no provision for federal income taxes in the financial statements. 5. YEAR 2000 ISSUE (UNAUDITED) The Corporation has established a dedicated information technology task force to coordinate the identification, evaluation and implementation of modifications and replacements to the Corporation's information systems and related applications necessary to achieve a year 2000 date conversion with no effect on customers or disruption to its business operations. The Corporation's goal is to be substantially year 2000 compliant on a timely basis. The major systems and applications carrying potential business impact have been identified and are being evaluated, and initial conversion efforts are underway. In addition, the Corporation is communicating with suppliers, customers, financial institutions and others with which it does business to coordinate the year 2000 conversion process. The cost of the year 2000 initiatives is not expected to be material to the Corporation's results of operations or financial position or to the Plans' operations. 19 23 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. SAVINGS and INVESTMENT PLAN for HOURLY EMPLOYEES By: Martin Marietta Materials, Inc. Plan Administrator By: Benefit Plan Committee By: /s/ Janice K. Henry ---------------------------- Janice K. Henry Date: June 29, 1998 24 EXHIBIT INDEX
Exhibit No. Document ----------- ----------------------------------- 23 Consent of Ernst & Young LLP
1 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 15, 1998, with respect to the financial statements of the Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees and Martin Marietta Materials, Inc. Defined Contribution Plans Master Trust included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP Raleigh, NC June 25, 1998