What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-19 · 52 added, 30 removed, 261 unchanged (24% of the section changed)

9 unchanged sentences

The audit report is included in Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.

Management has excluded certain elements of the internal control over financial reporting of the Lehigh Hanson West Region Business (Lehigh West Region) and Tiller Corporation from its assessment of the Company’s internal control over financial reporting as of December 31, 2021, because these businesses were acquired by the Company in purchase business combinations during 2021.

Subsequent to the acquisitions, certain elements of internal control over financial reporting and related processes for these businesses were integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

The excluded elements represent controls for $274.8 million of consolidated assets and $401.2 million of consolidated total revenues, of which $79.2 million is presented in earnings from discontinued operations, net of income tax expense, as of and for the year ended December 31, 2021.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Additionally, controls can be

SOAR to a Sustainable Future

Form 10-K ♦ Page 115

Part II ♦ Item 9A – Controls and Procedures

circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

1 unchanged sentence

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

A World-Class Organization Built for Success

Form 10-K ♦ Page 107

Part II ♦ Item 9A – Controls and Procedures

CEO and CFO Certifications

3 unchanged sentences

ITEM 9B – OTHER INFORMATION

Form 10-K ♦ 108

A World-Class Organization Built for Success

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

Form 10-K ♦ Page 116

SOAR to a Sustainable Future

Part III ♦ Item 10 – Directors, Executive Officers and Corporate Governance

12 unchanged sentences

The information required in response to this Item 14 is included under the caption “Independent Auditors” in the Company’s 2022 Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

A World-Class Organization Built for Success

SOAR to a Sustainable Future

Form 10-K ♦ Page 117

8 unchanged sentences

The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in Item 8, “Financial Statements and Supplemental Data,” of this Form 10-K.

The report on the financial statement schedule and the consent of the Company’s independent registered public accounting firm are attached as Exhibit 23.01 to this Form 10-K.

The consent of the Company’s independent registered public accounting firm is attached as Exhibit 23.01 to this Form 10-K.

The list of Exhibits on the accompanying Index of Exhibits included in Item 15(b) of this Form 10-K is hereby incorporated by reference.

24 unchanged sentences

Form 10-K ♦ 118

A World-Class Organization Built for Success

SOAR to a Sustainable Future

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

12 unchanged sentences

and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2017) (Commission File No.

--First Supplemental Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc.

and Regions Bank, as trustee, governing the Senior Notes issued by the Company on May 22, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2020 and $300 million aggregate principal amount of 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc.

Current Report on Form 8-K, filed on May 22, 2017 (Commission File No.

--Form of 3.450% Senior Notes due 2027 (included in Exhibit 4.12)

--Second Supplemental Indenture, dated as of December 20, 2017, between Martin Marietta Materials, Inc.

7 unchanged sentences

--Form of 2.500% Senior Notes due 2030 (contained in Exhibit 4.17)

--Fourth Supplemental Indenture, dated as of July 2, 2021, between Martin Marietta Materials, Inc.

and Regions Bank, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on July 2, 2021) (Commission File No.

--Form of 0.650% Senior Notes due 2023 (contained in Exhibit 4.19)

--Form of 2.400% Senior Notes due 2031 (contained in Exhibit 4.19)

--Form of 3.200% Senior Notes due 2051 (contained in Exhibit 4.19)

--Description of the Company’s Capital Stock (incorporated by reference to Exhibit 4.17 to the Martin Marietta Materials, Inc.

Current Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No.

--$700,000,000 Credit Agreement dated as of December 5, 2016 among Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., Truist Bank, and Deutsche Bank Securities Inc., as Co-Syndication Agents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 7, 2016) (Commission File No.

SOAR to a Sustainable Future

Form 10-K ♦ 119

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--$800,000,000 Credit Agreement dated as of December 2 1 , 2021 among Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and Deutsche Bank AG New York Branch, PNC Bank, National Association, Truist Bank, and Wells Fargo Bank, National Association, as Co-Syndication Agents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 27, 2021) (Commission File No.

-- Credit and Security Agreement dated as of April 19, 2013, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc.

2 unchanged sentences

Current Report on Form 8-K filed on June 25, 2014) (Commission File No.

A World-Class Organization Built for Success

Form 10-K ♦ Page 111

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc.

10 unchanged sentences

Current Report on Form 8-K filed on September 24, 2019) (Commission File No.

Form 10-K ♦ 120

SOAR to a Sustainable Future

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Twelfth Amendment to Credit and Security Agreement, dated as of September 23, 2020, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc.

Current Report on Form 8-K filed on September 23, 2020) (Commission File No.

--Thirteenth Amendment to Credit and Security Agreement, dated as of September 22, 2021, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc.

Current Report on Form 8-K filed on September 23, 2021) (Commission File No.

--Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc.

12 unchanged sentences

Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No.

Form 10-K ♦ 112

A World-Class Organization Built for Success

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Martin Marietta Amended and Restated Stock-Based Award Plan last amended and restated February 18, 2016 (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc.

14 unchanged sentences

Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No.

SOAR to a Sustainable Future

Form 10-K ♦ 121

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc.

26 unchanged sentences

Current Report on Form 8-K, filed on June 29, 2020 (Commission File No.

A World-Class Organization Built for Success

Form 10-K ♦ Page 113

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Offer Letter, dated as of January 11, 2019, by and between Martin Marietta Materials, Inc.

10 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Form 10-K ♦ 122

SOAR to a Sustainable Future

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

--Certification dated February 22, 2022 of Chief Financial Officer required by 18 U.S.C.

2 unchanged sentences

--The following financial information formatted in Inline XBRL:

--Inline XBRL Instance Document

--Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

--Inline XBRL Taxonomy Extension Schema Document

9 unchanged sentences

Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K

Form 10-K ♦ 114

A World-Class Organization Built for Success

Part IV ♦ Item 15 – Exhibits and Financial Statement Schedules

9 unchanged sentences

Year ended December 31, 2020

Allowance for doubtful accounts

Allowance for uncollectible notes receivable

Allowance for estimated credit losses

Allowance for estimated credit losses on

notes receivable

Inventory valuation allowance

3 unchanged sentences

Inventory valuation allowance

Change in estimates

Application of reserve policy to acquired inventories/customer receivables

Sale of reserved inventory and divestitures

Write-off of uncollectible accounts and change in estimates

Application of reserve policy to acquired inventories

SOAR to a Sustainable Future

Form 10-K ♦ 123

Part IV ♦ Item 16 – Form 10-K Summary

ITEM 16 – FORM 10-K SUMMARY

1 unchanged sentence

For a reference to the information in this Form 10-K, investors should refer to the Table of Contents to this Form 10-K.

A World-Class Organization Built for Success

Form 10-K ♦ 124

SOAR to a Sustainable Future

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

6 unchanged sentences

Bar as her true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SOAR to a Sustainable Future

Form 10-K ♦ 125

A World-Class Organization Built for Success

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

24 unchanged sentences

February 22, 2022

A World-Class Organization Built for Success

Form 10-K ♦ 126

SOAR to a Sustainable Future

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures