CJS Securities, Inc.

New Ideas for the New Year

January 11, 2012

1

Rock Solid Fundamentals.

Positioned for the Long Term.

FILED BY MARTIN MARIETTA MATERIALS, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: VULCAN MATERIALS COMPANY

COMMISSION FILE NO. 001-33841

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Martin

Marietta Materials Today –

Continued Commitment to Strategy Yields

New Ideas for the New Year

2

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

The Principles of our Strategy Remain Unchanged

Positioning

Uniquely positioned in an

attractive industry

3

Long-term

superior performance

Performance

Differentiated

performance

Growth

Multiple

long-term drivers

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Commitment to Strategy Yields Improved Positioning

4

Target selective markets

—

achieve #1 or #2 position

Disciplined acquisition strategy

—

last 3-4 years, walked away from

many deals

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

San Antonio Expansion

•

Acquisition of

–

6 aggregates quarries

–

2 ready mix plants

–

1 asphalt plant

•

High-growth area

•

Serve additional customers in a larger geographic footprint

•

Provides long-term reserves to replace current sites (> over 200M tons)

5

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Asset Exchange with Lafarge

6

•

Acquired Lafarge’s Denver, CO Front

Range assets:

–

10 aggregates quarries

–

(200M tons reserves)

–

19 ready mix plants

–

12 asphalt plants

–

Road paving business

•

Swapped River business

Presence in Colorado

The Principles of our Strategy Remain Unchanged

Positioning

Uniquely positioned in an

attractive industry

Performance

Differentiated

performance

7

Growth

Multiple

long-term drivers

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Long-term

superior performance

Our Differentiated Performance Profile

8

1

1

Highly disciplined

2

2

Low cost leader

3

3

Faster growth than

the industry

4

4

Attractive Specialty

Products business

5

5

Strong financial position

Superior

performance and

returns to

shareholders

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Low Cost Leader

•

Declining costs

•

Investment in new technologies

increased productivity

•

Low cost distribution network

9

Significant Headcount

Reduction

6,400

5,600

4,500

-30%

Note:  Headcount equal to average number of employees

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

2003

2006

2010

Hourly

Salary

even as volume increased

2003 to 2006

32% by rail and water

Attractive Specialty Products Business

Chemical products

(water treatment;

pulp and paper)

10

11% of 2010 consolidated net sales

Key end uses / Product lines

Dolomite lime

(steel manufacturing)

31%

69%

Operating Margin

Net Sales

29%

$176M

Operating Margin

(%)

26% of total 2010 operating profits

7%

29%

> 30%

2005

2010

2011F

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Investing $53M to expand capacity by 15%

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

The Principles of our Strategy Remain Unchanged

11

Long-term

superior performance

Positioning

Uniquely positioned in an

attractive industry

Performance

Differentiated

performance

Growth

Multiple

long-term drivers

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Multiple Long-Term Growth Drivers

12

Infrastructure renewal

Government funding expansion

Faster growing markets

Growth of Specialty Products

business

Powerful operating leverage

Our

long-term value

proposition

Key Drivers

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

The Need for Infrastructure Renewal

Has Never Been Greater

13

Expanding transit a necessity

Gas tax is too low to meet current

(and future) infrastructure needs.

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

14

Government Funding is Evolving

Federal Highway Bill

Expired September 30, 2009

Continuing resolution through March 31, 2012

Likely 2013 before new bill

2-year bill

$50B annually for highways only

Financing –

energy production

and oil & gas royalties

Delayed until 2012

Unanimously passed on Nov. 9

2-year bill

Spending at current funding

levels (adjusted for inflation)

Eliminates earmarks

House

Senate

Map 21 –

Moving Ahead for Progress

in the 21

st

Century

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

15

State Departments of Transportation

State budgets better than most realize

Set to play expanding role

—

specific funding such as toll roads, gas taxes

—

examples Texas, North Carolina

Funding at the State Level

Toll Roads & Alternate Financing

Tax Initiatives

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Long-Haul Distribution Network Serves Critical Markets

16

Nova Scotia

Bahamas

Jacksonville

Savannah

Morehead

City

Mobile/

Pensacola

Lake Charles

Beaumont

Tampa/

Pt. Manatee

Baltimore

Charleston

Cape Canaveral

Bermuda

New York City

From Nova Scotia

From Bahamas

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Powerful Leverage with Volume Recovery

17

+5%

Volume

+10%

EPS

2010 Increase

Every additional $1

sales adds $0.60

to operating profit

Every additional $1

sales adds $0.60

to operating profit

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

I

N

S

U

M

M

A

R

Y

Rock Solid Fundamentals. Positioned for the Long Term.

Long-term

superior performance

18

Performance

Positioning

•

Uniquely positioned in

attractive industry

—

barriers, resilient

pricing, growing

market share

Growth

•

Differentiated

performance

—

low cost leader,

disciplined, Specialty

Products business

•

Multiple long-term

drivers

—

infrastructure

spending, powerful

leverage to volume

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Martin Marietta’s Proposal is Compelling –

Provides Significantly More Value and Less Risk than

Vulcan on a Standalone Basis

19

Note:  Martin

Marietta

has

prepared

presentations

for

investors,

and

other

information,

relating

to

the

proposed

business

combination that are available on Martin Marietta's and the SEC's websites. Please see "Important Additional Information" at

the end of this presentation.

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Compelling Combination of

Two Highly Complementary Businesses

20

Note 1:

As of December 12, 2011.

Source: Company filings

V

U

L

C

A

N

Nova Scotia

Total Reserves

(billions of tons)

Number of Facilities

Total Reserves

(billions of tons)

Number of Facilities

2010 Shipments

(millions of tons)

2010 Net Sales

($M)

2010 Net Sales

($M)

2010 Shipments

(millions of tons)

M

A

R

T

I

N

M

A

R

I

E

T

T

A

WA

NV

UT

WY

CO

NE

KS

OK

TX

MN

IA

MO

AR

WI

IN

OH

WV

MD

VA

NC

SC

TN

MS

AL

GA

Bahamas

LA

CA

AZ

TX

LA

AR

MS

AL

GA

FL

TN

SC

NC

VA

KY

IL

WI

PA

MD

DE

Yucatan

Peninsula

Bahamas

FL

13.6

315

$1,551

130

14.7

317

$2,406

148

1

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Key Economic Terms of the Proposed Transaction

21

Consideration

Premium to Vulcan’s

Shareholders

Ownership

Stock-for-stock tax-free exchange of 0.50 of a

Martin Marietta share of common stock for

each Vulcan Materials share of common stock

•

15% and 18% premiums to the average

exchange ratio during the 10 and 30 day

periods ended December 9, 2011

Vulcan Materials shareholders to own 58%

Martin Marietta shareholders to own 42%

•

•

•

Vulcan’s Valuation is at a Cyclical High

22

Note 1:

Please see EBITDA reconciliation in the appendix.

Note

2:

Between

December

31,

2001

and

December

9,

2011,

the

change

in

Martin

Marietta’s

and

Vulcan’s

stock

price

was

57%

and

(30%),

respectively,

and

change

in

S&P

500 index was 9%.

Source:

Company filings, IBES consensus from FactSet

Vulcan Share Price vs. Valuation

Vulcan Today

Vulcan share price

Vulcan TEV / NTM EBITDA

Debt / Adj. EBITDA

Unaffected

price: $33.55

Unaffected

multiple: 17.0x

Credit

Rating 

A1/A+

A1/A+

A1/A+

A3/A-

Baa2/BBB

Ba2/BB

Announcement of Florida Rock

Housing bubble

drove Vulcan’s

“peak”

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Near all-time high

EBITDA multiple

Excessive leverage

resulting in “junk”

debt rating

Nominal dividend

Negative earnings

Historically high

SG& A as % of sales

Significant share

price

underperformance

of (87%) and (39%)

to Martin Marietta

and S&P 500,

respectively, over

the last 10 years

Vulcan is far worse off today than in the past

1

2

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

23

Analysts’

Relative Price Targets

1

Price Target

Analyst

Martin

Marietta

Vulcan

Implied

Exch. Ratio

Martin Marietta’s

Offer of 0.50 as a

Premium to Implied

Exchange Ratio

Citi

$63.00

$27.00

0.429x

16.7%

D.A. Davidson

75.00

32.00

0.427x

17.2%

Goldman Sachs

77.00

29.00

0.377x

32.8%

Jefferies

104.00

49.00

0.471x

6.1%

Morgan Keegan

82.00

36.00

0.439x

13.9%

RBC

79.00

35.00

0.443x

12.9%

Stephens

80.00

38.00

0.475x

5.3%

Susquehanna

68.00

32.00

0.471x

6.3%

Wells Fargo

77.00

32.50

0.422x

18.5%

Median

2

$78.00

$32.25

0.413x

20.9%

Consensus

Median

3

$79.50

$32.00

0.403x

24.2%

Martin Marietta’s Proposal is a Premium to Exchange

Ratios Implied by Street Estimates

Note:

Analysts

named

publish

price

targets

for

both

Martin

Marietta

and

Vulcan.

Median

implied

exchange

ratio is calculated by dividing Vulcan’s median price target by Martin Marietta’s median price target.

Note 1:

Based on unaffected share price as of December 9, 2011.

Note

2:

Median

price

targets

of

analysts

that

publish

price

targets

for

both

Martin

Marietta

and

Vulcan.

Note

3:

Median

price

targets

of

all

analysts

that

publish

price

targets

for

Martin

Marietta

and

Vulcan.

Source:

Wall Street Research, Thomson One

Note 1:

Based on unaffected share price as of December 9, 2011.

Source:

Thomson One; EBITDA estimates taken from Vulcan’s “Why Vulcan

Has Rejected Martin Marietta’s Proposal”, January 5, 2012

Wall Street Consensus Estimates

Valuation

multiples

and

stock

price

reflect

the

potential

margin

enhancement that Vulcan

relies on in defense of its rejection

($M)

Martin

Marietta

Vulcan

Revenue

$1,797

$2,527

EBITDA

$348

$332

TEV / EBITDA

1

12.7x

21.1x

Revenue

$2,050

$2,879

EBITDA

$438

$558

TEV / EBITDA

1

10.1x

12.6x

% Revenue growth

14%

14%

% EBITDA growth

26%

68%

Achieving Prior Peak Financial Performance for Vulcan

Would Require a Repeat of the Housing Bubble

24

Housing Bubble...

2,273K

total

housing

starts

FL:

266K

total

housing

starts

2

CA:

191K

total

housing

starts

AZ:

92K

total

housing

starts

Current

...Future

Vulcan pro forma peak EBITDA:

$1,344M

Vulcan 2011E EBITDA:

$332M

FL: 40K total housing starts

CA: 47K total housing starts

AZ: 11K total housing starts

McGraw-Hill total housing start

forecasts

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

1

2

2

2

2

2

1

4

3

Note 1:

2,273K and 685K total housing starts (seasonally adjusted) as of January 2006 and November 2011, respectively; U.S. Census Bureau.

Note 2:  FL, CA & AZ peak housing starts (2005); current housing starts (2011E); National Association of Home Builders (NAHB).

Note 3:

Based on Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012.

Note 4:

McGraw-Hill Construction, Construction Market Forecasting Service (CMFS), December 2011.

Simply said, hope is not a strategy

685K total housing starts

3

2012: 640K total housing starts

2013: 895K total housing starts

2014: 1,295K total housing starts

2015: 1,480K total housing starts

2016: 1,490K total housing starts

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Relative Performance Coming Out of the 2001 Recession

25

Martin Marietta Showed Strong Recovery

Note 1:

Based on reported operating earnings from most recent filings for respective periods.

Source:

Company filings

as

Evidenced

by

2002

–

2006

CAGRs

1

Gross profit

Operating earnings

Net income

Martin Marietta

Vulcan

16.1%

14.7%

21.4%

16.6%

29.9%

29.0%

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

LTM

12/31/02

LTM

9/30/11

Change

TEV / NTM EBITDA

7.9x

17.0x

9.1x

Leverage

2

1.5x

9.4x

7.9x

FCF / Total Debt

3

22.3%

3.4%

(19.0%)

Net Interest

Expense / Adj.

EBITDA

4

8.1%

69.9%

61.8%

EPS

5

$1.64

($0.69)

($2.33)

Adj. SG&A as % of

Net Sales

6

8.2%

12.6%

4.5%

Martin Marietta is a Much Stronger Company

than Vulcan Today

26

LTM

12/31/02

LTM

9/30/11

Change

TEV / NTM EBITDA

8.2x

11.4x

3.2x

Leverage

2

2.4x

3.0x

0.6x

FCF / Total Debt 

3

6.7%

12.2%

5.5%

Net Interest

Expense / Adj.

EBITDA 

4

14.0%

17.8%

3.7%

EPS

5

$1.77

$1.78

$0.01

Adj. SG&A as % of

Net Sales

8.1%

8.3%

0.2%

Note 1:

9/30/11 TEV / NTM EBITDA multiple as of December 9, 2011.

Note 2:

Leverage defined as Total Debt / LTM Adj. EBITDA. Please see EBITDA reconciliation in the appendix.

Note 3:

FCF / Total Debt defined as net cash provided by operating activities less capex divided by total debt.  Please see FCF reconciliation in the appendix.

Note 4:

Please see EBITDA reconciliation in the appendix.

Note 5:

Reported EPS.

Note 6:

Vulcan’s SG&A excludes R&D for comparative purposes.  Please see SG&A reconciliation in the appendix.

Source:

Company filings, IBES consensus from FactSet

1

1

M

A

R

T

I

N

M

A

R

I

E

T

TA

V

U

L

C

A

N

Vulcan is a Very Different Company Today

Compared to When it Came Out of the 2001 Recession

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Significant Shareholder Value Creation

27

Estimated

$200 -

$250 million

in annual synergies

Meaningful dividend

Balance sheet well-

positioned for

cyclical recovery

and growth

Efficiencies gained

from size and scale

Continued focus on

operational

excellence

Stronger platform

for long-term growth

Continuing

equity

ownership

~42%

~58%

M A R T I N M A R I E T T A M A T E R I A L S

Appendix

Martin Marietta EBITDA & EBIT Reconciliation

(dollars in millions) LTM For the Year Ended December 31,

9/30/2011 2010 2009 2008 2007 2002

Net earnings attributable to entity $ 82.3 $ 97.0 $ 85.5 $ 176.3 $ 262.7 $ 86.3

Add back:

Interest expense 62.2 68.5 73.5 74.3 60.9 44.0

Income tax expense for controlling interests 22.9 29.3 27.4 77.3 116.6 46.5

Depreciation, depletion and amortization expense 173.7 179.9 177.7 169.8 150.4 137.8

Cumulative effect of accounting changes, net of tax————— 11.5

EBITDA $ 341.1 $ 374.7 $ 364.1 $ 497.7 $ 590.6 $ 326.1

Adjusted for:

Legal settlement and investment reserve—— 11.9 —— 7.2

Reversal of excess legal reserve— (5.0) ——— -

Nonrecurring reduction in workforce charge——— 5.4 — -

Charge for early retirement benefit 2.8 ———— -

(Gain) loss on sales of assets (4.1) (4.5) 3.0 (12.8) — (2.5)

Transaction costs 4.1 1.2 2.2 3.6 — -

Settlement expense for pension plan 2.8 3.5 — 2.8 0.7 -

Asset write-offs——— 3.3 — -

Other nonoperating (income) expense 2.2 0.2 (1.1) 2.0 (7.3) 4.3

Pretax gain on discontinued operations (0.4) (0.3) (0.5) (10.1) (3.7) (21.3)

Income attributable to noncontrolling interests 1.4 1.7 2.8 3.7 0.9 -

Adjusted EBITDA $ 349.9 $ 371.5 $ 382.4 $ 495.6 $ 581.2 $ 313.8

Less:

Depreciation, depletion and amortization expense 173.7 179.9 177.7 169.8 150.4 137.8

Adjusted EBIT $ 176.2 $ 191.6 $ 204.7 $ 325.8 $ 430.8 $ 176.0

Note: Sum of the line items may not equal totals due to rounding. Source: Company filings

M A R T I N M A R I E T T A M A T E R I A L S 31

Martin Marietta Free Cash Flow Reconciliation

Free cash flow calculated as net cash provided by operating activities less capital expenditures.

(dollars in millions) LTM For the Year Ended December 31,

9/30/2011 2010 2002

Net cash provided by operating activities $ 247.1 $ 269.8 $ 203.6

Capital expenditures (119.4) (135.9) (152.7)

Free cash flow $ 127.7 $ 133.9 $ 50.9

Note: Sum of the line items may not equal totals due to rounding. Source: Company filings

M A R T I N M A R I E T T A M A T E R I A L S 32

Vulcan EBITDA & EBIT Reconciliation

(dollars in millions) LTM For the Year Ended December 31,

9/30/2011 2010 2009 2008 2007 2005 2003 2002 2001

Net (loss) earnings $ (89.9) $ (96.5) $ 30.3 $ 0.9 $ 450.9 $ 389.1 $ 195.0 $ 169.9 $ 222.7

Add back:

Interest expense 210.0 180.7 173.0 169.7 41.6 20.5 49.6 51.3 56.7

Income tax (benefit) expense (72.6) (85.7) (30.1) 70.1 197.2 164.1 81.5 67.2 101.4

Depreciation, depletion and amortization expense 366.6 382.1 394.6 389.1 271.5 222.9 277.1 267.7 278.2

Goodwill impairment—— 252.7 —- ——

Cumulative effect of accounting changes, net of tax————- 18.8 20.5 -

EBITDA 414.1 380.6 567.8 882.5 961.2 796.5 622.0 576.6 659.0

Adjusted for:

Legal settlement—40.0—- —- ——

Recovery for legal settlement (46.4)—— —- ——

Legal expense 3.0 3.0—- —- ——

Transaction expenses————- ——

Gain on sales of assets (53.9) (59.3) (27.1) (94.2) (58.7) (8.3) (27.8) (9.1) (6.8)

Asset writeoffs—9.2 8.5 10.5 —- ——

Accretion expense for asset retirement obligations (8.3) (8.6) (8.8) (7.1) (5.9) (4.8) (5.1)—-

Other nonoperating (income) expense 1.1 (3.1) (5.3) 4.4 5.3 (24.4) (6.4) (4.9) (2.3)

Pre-tax (earnings) loss on discontinued operations (9.1) (10.0) (19.5) 4.1 19.3 (83.7) 40.5 74.0 30.1

Income attributable to noncontrolling interests——— 0.2 11.2 (0.7) (2.5) (8.5)

Adjusted EBITDA $ 300.5 $ 351.8 $ 515.6 $ 800.1 $ 921.5 $ 686.6 $ 622.5 $ 634.1 $ 671.5

Less:

Depreciation, depletion and amortization expense 366.6 382.1 394.6 389.1 271.5 222.9 277.1 267.7 278.2

Adjusted EBIT $ (66.1) $ (30.3) $ 121.0 $ 411.0 $ 650.0 $ 463.7 $ 345.4 $ 366.5 $ 393.3

Note: Sum of the line items may not equal totals due to rounding. Source: Company filings

M A R T I N M A R I E T T A M A T E R I A L S 33

V ulcan Free Cash Flow Reconciliation

Free cash flow calculated as net cash provided by operating activities less capital expenditures.

(dollars in millions) LTM For the Year Ended December 31,

9/30/2011 2010 2002

Net cash provided by operating activities $ 196.6 $ 202.7 $ 458.0

Capital expenditures (101.6) (86.3) (248.8)

Free cash flow $ 95.1 $ 116.4 $ 209.3

Note: Sum of the line items may not equal totals due to rounding. Source: Company filings

M A R T I N M A R I E T T A M A T E R I A L S 34

Vulcan SG&A Reconciliation

For the Year Ended December 31, YTD LTM

2010 2009 2008 2007 2002 9/30/2011 9/30/2011

SG&A, as reported $ 327.5 $ 321.6 $ 342.6 $ 289.6 $ 162.7 $ 221.3 $ 301.4

R&D expense, as disclosed in notes to financials 1.6 1.5 1.5 1.6 1.2 1.2 1.6

Adjusted SG&A $ 326.0 $ 320.1 $ 341.0 $ 288.0 $ 161.5 $ 220.1 $ 299.8

Net Sales $ 2,405.9 $ 2,543.7 $ 3,453.1 $ 3,090.1 $ 1,980.6 $ 1,828.7 $ 2,377.6

Adjusted SG&A as Percentage of Net Sales 13.5% 12.6% 9.9% 9.3% 8.2% 12.0% 12.6%

Note: Vulcan does not provide interim disclosures of R&D in quarterly financial statements. Vulcan LTM and YTD 2011 SG&A amounts are based on the annual averages over the last five years. Sum of the line items may not equal totals due to rounding.

Source: Company filings

M A R T I N M A R I E T T A M A T E R I A L S 35

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Cautionary Note Regarding Forward Looking Statements

34

This presentation may include "forward-looking statements." Statements that include words such as "anticipate," "expect," "should be," "believe," "will," and other words

of similar meaning in connection with future events or future operating or financial performance are often used to identify forward-looking statements. All statements

in this presentation, other than those relating to historical information or current conditions, are forward-looking statements. These forward-looking statements are

subject to a number of risks and uncertainties, many of which are beyond Martin Marietta's control, which could cause actual results to differ materially from such

statements. Risks and uncertainties relating to the proposed transaction with Vulcan include, but are not limited to: Vulcan's willingness to accept Martin Marietta's

proposal and enter into a definitive transaction agreement reasonably satisfactory to the parties; Martin Marietta's ability to obtain shareholder, antitrust and other

approvals on the proposed terms and schedule; uncertainty as to the actual premium that will be realized by Vulcan shareholders in connection with the proposed

transaction; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; Martin Marietta's ability to

achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; Martin Marietta's ability to promptly and effectively

integrate the businesses of Vulcan and Martin Marietta; a downgrade of the credit rating of Vulcan's indebtedness, which could give rise to an obligation to redeem

Vulcan's existing indebtedness; the potential implications of alternative transaction structures with respect to Vulcan, Martin Marietta and/or the combined company,

including potentially requiring an offer to repurchase certain of Martin Marietta's existing debt; the implications of the proposed transaction on certain of Martin

Marietta’s and Vulcan’s employee benefit plans; and disruption from the proposed transaction making it more difficult to maintain relationships with customers,

employees or suppliers. Additional risks and uncertainties include, but are not limited to: the performance of the United States economy; decline in aggregates pricing;

the inability of the U.S. Congress to pass a successor federal highway bill; the discontinuance of the federal gasoline tax or other revenue related to infrastructure

construction; the level and timing of federal and state transportation funding, including federal stimulus projects; the ability of states and/or other entities to finance

approved projects either with tax revenues or alternative financing structures; levels of construction spending in the markets that Martin Marietta and Vulcan serve; a

decline in the commercial component of the nonresidential construction market, notably office and retail space; a slowdown in residential construction recovery;

unfavorable weather conditions, particularly Atlantic Ocean hurricane activity, the late start to spring or the early onset of winter and the impact of a drought or

excessive rainfall in the markets served by Martin Marietta and Vulcan; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost of other

consumables, namely steel, explosives, tires and conveyor belts; continued increases in the cost of other repair and supply parts; transportation availability, notably

barge availability on the Mississippi River system and the availability of railcars and locomotive power to move trains to supply Martin Marietta's and Vulcan's long haul

distribution markets; increased transportation costs, including increases from higher passed-through energy and other costs to comply with tightening regulations as 

well as higher volumes of rail and water shipments; availability and cost of construction equipment in the United States; weakening in the steel industry markets served

by Martin Marietta's dolomitic lime products; inflation and its effect on both production and interest costs; Martin Marietta’s ability to successfully integrate acquisitions

and business combinations quickly and in a cost-effective manner and achieve anticipated profitability to maintain compliance with Martin Marietta's leverage ratio debt

covenants; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase Martin Marietta's and/or Vulcan's tax rate; violation

of Martin Marietta's debt covenant if price and/or volumes return to previous levels of instability; a potential downgrade in the rating of Martin Marietta's or Vulcan’s

indebtedness; downward pressure on Martin Marietta's or Vulcan's common stock price and its impact on goodwill impairment evaluations; the highly competitive nature

of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; healthcare costs; the amount of

long-term debt and interest expense incurred; changes in interest rates; volatility in pension plan asset values which may require cash contributions to pension plans;

the impact of environmental clean-up costs and liabilities relating to previously divested businesses; the ability to secure and permit aggregates reserves in strategically

located areas; exposure to residential construction markets; and the impact on the combined company (after giving effect to the proposed transaction with Vulcan) of

any of the foregoing risks, as well as other risk factors listed from time to time in Martin Marietta's and Vulcan's filings with the SEC.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are

included elsewhere, including the Risk Factors section of the Registration Statement and our most recent reports on Form 10-K and Form 10-Q, and any other documents

of Martin Marietta and Vulcan filed with the SEC.  Any forward-looking statements made in this presentation are qualified in their entirety by these cautionary

statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will

have the expected consequences to, or effects on, us or our business or operations.  Except to the extent required by applicable law, we undertake no obligation to

update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S

Important Additional Information

35

This presentation relates to the Exchange Offer by Martin Marietta to exchange each issued and outstanding share of common

stock of Vulcan for 0.500 shares of Martin Marietta common stock.  This presentation is for informational purposes only and does

not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Vulcan common stock, nor is it a

substitute for the Tender Offer Statement on Schedule TO or the preliminary prospectus/offer to exchange included in the

Registration Statement on Form S-4 (the “Registration Statement”) (including the letter of transmittal and related documents and

as amended and supplemented from time to time, the “Exchange Offer Documents”) filed by Martin Marietta on December 12,

2011 with the SEC.  The Registration Statement has not yet become effective. The Exchange Offer will be made only through the

Exchange Offer Documents.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND ALL

OTHER RELEVANT DOCUMENTS THAT MARTIN MARIETTA HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.

Martin Marietta may file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with the

solicitation of proxies (the “Vulcan Meeting Proxy Statement”) for the 2012 annual meeting of Vulcan shareholders (the “Vulcan

Meeting”). Martin Marietta may also file a proxy statement on Schedule 14A and other relevant documents with the SEC in

connection with its solicitation of proxies for a meeting of Martin Marietta shareholders (the “Martin Marietta Meeting”) to

approve, among other things, the issuance of shares of Martin Marietta common stock pursuant to the Exchange Offer (the “Martin

Marietta Meeting Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE VULCAN PROXY STATEMENT

AND THE MARTIN MARIETTA MEETING PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.

All documents referred to above, if filed, will be available free of charge at the SEC’s website (www.sec.gov) or by directing a

request to Morrow & Co., LLC at (877) 757-5404 (banks and brokers may call (800) 662-5200).

Martin Marietta, its directors and executive officers and the individuals referenced in the Registration Statement to be nominated

by Martin Marietta for election to Vulcan’s Board of Directors are participants in any solicitation of proxies from Vulcan

shareholders for the Vulcan Meeting or any adjournment or postponement thereof. Martin Marietta, its directors and executive

officers are participants in any solicitation of proxies from Martin Marietta shareholders for the Martin Marietta Meeting or any

adjournment or postponement thereof. Information about the participants, including a description of their direct and indirect

interests, by security holdings or otherwise, is available in the Registration Statement or the proxy statement for Martin

Marietta’s 2011 annual meeting of shareholders, filed with the SEC on April 8, 2011, or will be available in the Vulcan Meeting

Proxy Statement, the Martin Marietta Meeting Proxy Statement or other relevant solicitation materials that Martin Marietta files

with the SEC in connection with the foregoing matters, as applicable.

Martin Marietta anticipates that some divestitures may be required in connection with the regulatory approval process.  The

financials shown in this presentation reflect the combined operations of Martin Marietta and Vulcan, but do not reflect the impact

of any divestitures that may be necessary.

Contact Information

Corporate Headquarters:

Martin Marietta Materials, Inc.

2710 Wycliff Road

Raleigh, NC 27607

919-781-4500

Investor Relations:

919-788-4367

Website:

www.martinmarietta.com

M

A

R

T

I

N

M

A

R

I

E

T

T

A

M

A

T

E

R

I

A

L

S