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

Update on Martin

Marietta's Proposed

Combination with Vulcan

Materials

February 21, 2012

Rock Solid Fundamentals.

Positioned for the Long Term.

Recent Vulcan Announcements

•

On February 16, 2012, Vulcan announced:

—

Fourth quarter and full year 2011 earnings that continue to underperform

Martin Marietta’s

—

A

vague

Profit

Enhancement

Plan

that

Vulcan

hopes

will

result

in

$100M

cost savings by 2014

—

Planned Asset Sales (including low-margin assets) that Vulcan hopes will

result in net proceeds of $500M over the next 12-18 months

—

2012 EBITDA guidance of $500M, excluding the impact of Planned Asset

Sales

1

Source:

Company filings

•

Martin Marietta has serious reservations about the credibility of Vulcan’s

announced “hope plans,”

which appear to have been crafted solely in response

to Martin Marietta’s business combination proposal

MARTIN MARIETTA MATERIALS

Vulcan’s announcements confirm the compelling nature of Martin

Marietta’s proposed business combination

MARTIN MARIETTA MATERIALS

Vulcan Continues to Underperform

2

Earnings Summary

Q4 2011

Full Year 2011

Martin

Marietta

Vulcan

Martin

Marietta

Vulcan

Consolidated

% Y/Y growth in net sales

+8.0%

+5.3%

+3.0%

0.0%

Gross margin

18.6%

12.9%

19.9%

11.8%

Adjusted

EBITDA

margin

¹

23.9%

15.6%

23.3%

14.0%

Adjusted

EPS

²

$0.52

($0.16)

$2.03

($0.48)

Aggregates segment

% Y/Y growth in net sales

+6.9%

+4.4%

+1.5%

(1.3%)

% Y/Y change in Aggregates pricing

+6.0%

+1.2%

+2.7%

+1.2%

%Y/Y change in Aggregates volume

(1.2%)

+2.6%

(3.5%)

(3.1%)

Martin Marietta, based on its demonstrated track record of superior cost

management and performance, is positioned to create value in a combination

Note 1:

Please see EBITDA reconciliation in the appendix.

Note 2:

Martin Marietta adjusted EPS defined as reported EPS attributable to common shareholders plus gain on discontinued operations ($0.14 in Q4, $0.09 in FY2011) plus business development 

expenses ($0.20 in Q4, $0.25 in FY2011).

Vulcan adjusted EPS defined as reported EPS from continuing operations plus gain/(loss) on discontinued operations ($0.02 loss in Q4, $0.03 gain in FY2011) plus organizational restructuring 

($0.05 in Q4, $0.06 in FY2011) plus exchange offer costs ($0.01 in Q4 and FY2011).

Source: Company filings

MARTIN MARIETTA MATERIALS

Underwhelming Market Reaction to Vulcan’s Q4’11

Earnings and Cost Savings Release

3

Despite doing better than analyst expectations for Q4 and the announcement of

Vulcan’s plans, Vulcan’s stock showed little reaction

(0.6%) relative

under-performance

vs. the S&P 500 for

Vulcan³

Q4 vs. the Street

Revenues of $615M vs.

consensus

of

$603M

¹

Headline EPS loss of $0.14

2

vs.

consensus

estimated

loss

of

$0.37

¹

Note 1: Based on mean analyst estimates immediately prior to Q4 earnings release as per Thomson One. EPS represents EPS from continuing operations.

Note 2: Headline EPS defined as EPS from continuing operations plus organizational restructuring ($0.05) plus exchange offer costs ($0.01).

Note 3: Share price return (below) S&P 500 on the day of announcement. Closing prices on 2/16/2012 vs. Closing prices on 2/15/2012.

Source: FactSet, Thomson One, Company filings

MARTIN MARIETTA MATERIALS

Vulcan Management Lacks Credibility

4

Vulcan’s

“plans”

lack details &

substance

Vulcan’s poor

track record and

lack of

responsiveness

Reactive timing

of Vulcan’s new

“plans”

•

Vulcan has demonstrated a history of poor responsiveness to the challenges of the last

several years, and to shareholder concerns

—

Since 2007 Vulcan’s margins have decreased every year, while SG&A as % of net

sales has increased, leading to a significant decline in profitability to a loss

position

—

Apparently Vulcan’s recent dialogue with its shareholders belatedly has caused

Vulcan to “…understand their concerns over the last few years

related to

[Vulcan’s] balance sheet and to [Vulcan’s] overhead cost structure.”

1

(emphasis

added)

•

The timing of Vulcan’s announcements suggests that its new-found confidence exists

only in response to Martin Marietta’s value-enhancing proposal

—

On December 19, 2011, Vulcan announced $55 million of savings, $25 million of

which had previously been implemented

—

Since then Vulcan has suddenly found another $100 million of cost savings to

implement over the next three years

—

Vulcan initiated its ERP project in 2007 (which appears to be critical to Vulcan’s

new “plans”), yet it has taken almost 5 years to reveal the purported expected

results

•

The absence of detail about Vulcan’s “plans”

clearly warns that they lack substance

—

Vulcan’s “plans”

amount to conclusory statements of what it says it “will”

do --

without providing any details

—

However, repeated unqualified assertions of what it “will”

do cannot change a

“hope plan”

into a credible business plan

Note 1:

Vulcan conference call, February 16, 2012

Source:

Company filings; Bloomberg

Martin Marietta believes:

Vulcan Management Lacks Credibility (continued)

5

Vulcan

management

lacks credibility

Vulcan’s asset

sale plan

is flawed

•

Vulcan’s asset sale “plan”

is not the best path --

and may not even be a good

path --

to an improved and strengthened balance sheet, a better credit profile

and restored dividends. By contrast:

—

A combination with Martin Marietta provides the best deleveraging

opportunity for Vulcan shareholders

—

Martin

Marietta

specifically

intends

to

pay

a

quarterly

dividend

20x Vulcan's

current $0.01 per share, commencing promptly after closing the business

combination

•

Vulcan management's asserted belief in the results promised by Vulcan’s “hope

plans”

itself lacks credibility

Source:

Company filings

Martin Marietta believes:

MARTIN MARIETTA MATERIALS

—

Even when compelled to acknowledge the need for proactive steps to

produce substantial improvement, Vulcan has only been able to offer up

“hope plans”

supported by a “trust me”

approach, to be implemented

over 3 years

—

Given Vulcan's history, its poor response to serious challenges and

shareholder concerns, and its lack of meaningful detail to support its

statements, Vulcan shareholders should carefully consider whether they

can believe Vulcan management now

Vulcan's Organizational Realignment Program Announced

on December 19, 2011 is Flawed

6

States with Vulcan Materials locations

New regional headquarters

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

FL

PA

KY

IL

LA

NM

AZ

CA

DE

OR

ID

MT

SD

ND

VT

CT

NY

NH

RI

ME

NJ

MA

MI

Source:

Company filings

—

Vulcan

management

says

it

expects

the

realignment

to

generate

an

ongoing

annualized

pre-tax

cost

savings of approximately $30 million

—

Key highlights of the plan include:

—

the consolidation of its eight divisions into four operating regions

—

restructuring of approximately 200 employees in mostly overhead and administrative positions

—

Fails to eliminate a significant number of high-paying management positions or meaningfully

streamline duplicative functions

Martin Marietta believes a company with a national footprint should not locate

three

of

its

four

division

headquarters

in

the

Southeast,

within

easy

driving

distance of each other

New Operating Region HQs

Prior

divisions

New HQ

Southeast,

Mideast

East Region:

Atlanta, GA

Florida Rock,

Southwest,

Yucatan

South Region:

Jacksonville, FL

Midwest,

Midsouth,

Southern,

Gulf Coast

Central Region:

Birmingham,

AL

Western

West Region:

Los Angeles, CA

MARTIN MARIETTA MATERIALS

Yucatan

Peninsula

MARTIN MARIETTA MATERIALS

“Overhead

reduction

already in place”

$55M

“Profit

Enhancement

Plan”

$100M

Additional

opportunity

(Plant

operations)

?

Total standalone

savings

$155M+

“Mr. James informed Mr. Nye that

he believed the best available

estimate of potential cost synergies

was

between

$125

million

to

$150 million, based on the report

from Mr. Sansone…”

(Vulcan 14D-9, December 22, 2011, as

amended)

Vulcan

Only

Arrived

at

its

Latest

“Hope

Plan”

Following

Announcement of Martin Marietta’s Business Combination Proposal

7

Vulcan announced

$155M+ standalone

cost savings

“Mr.

James

also

stated

that

he

did

not

believe that the cost synergies to be

achieved in a combination would be

greater

than

$50

million...”

(Martin Marietta S-4, December 12, 2011, as

amended)

Note 1:

See Martin Marietta’s Form S-4 initially filed December 12, 2011, as amended. Actual synergies will be based on future performance, as to which there can be no assurance.

Source:

Company filings

While Martin Marietta has serious doubts as to the ability of Vulcan management to implement its cost

savings plan, the announcement of the plan validates Martin Marietta’s view that considerably more

cost discipline can be applied to Vulcan’s business

$50 –

60M

$50 –

60M

$100 –

130M

Martin Marietta proposal

Improved

purchasing

efficiencies from

greater scale

Duplicative

operating

functions

Duplicative SG&A

functions

$200M -

$250M

achievable synergies in a

combination

1

Vulcan plan

Vulcan commentary

Maximum $50M synergies

in a combination

FEBRUARY 16, 2012

JUNE 27, 2011

APRIL 5, 2011

MARTIN MARIETTA MATERIALS

Vulcan Management’s Lack of Credibility is Underscored

by its Poor Performance

8

Adjusted EBITDA and % Margin

Given Vulcan management’s lack of credibility, Martin Marietta believes shareholders

should not trust Vulcan management’s ability to deliver significant cost savings over

its projected three year time horizon

Note

1:

Leverage

defined

as

total

debt

/

LTM

adjusted

EBITDA.

Please

see

EBITDA

reconciliation

in

the

appendix.

Source:

Company filings; Bloomberg

($M)

Net income

$451

$1

$30

($97)

($71)

Leverage ¹

4.0x

4.4x

5.3x

7.7x

8.3x

30%

margin

23%

margin

20%

margin

15%

margin

14%

margin

30%

margi

n

“Anticipated average annual EBITDA of

more than $2 billion over the next 3 years,

enabling rapid debt reduction.”

(Vulcan Investor Presentation, February 20, 2007)

What Vulcan Delivered Since 2007:

What Vulcan Said in 2007:

•

EBITDA has fallen by 63% and is currently

17% of the $2B goal

•

Stated focus on cost reduction has

yielded only a 9% reduction in SG&A costs

(excluding $50M Florida Rock synergies)

•

Failed to accomplish stated goals of

de-levering the balance sheet and

maintaining an investment grade rating

•

Vulcan has missed Street EBITDA

expectations in 16 of the last 20 quarters

A Comparison of SG&A Margins Demonstrates Superior Cost

Management by Martin Marietta

9

Annual SG&A as a % of Net Sales¹

2007 –

2011 SG&A as a % of Net Sales

Martin Marietta:  8.4%

Vulcan:  11.3%

Note 1:

Vulcan’s SG&A excludes R&D for comparative purposes; except 2011 and 2012, where R&D information is not available. Please see SG&A reconciliation in appendix.

Note 2:

Please see EBITDA reconciliation in appendix.

Note 3:

Based

on

Vulcan’s

2012

SG&A

guidance

of

$270M

and

2012

net

sales

based

on

Street

consensus

estimates,

adjusted

for

Delivery

revenues

based

on

actual

figures

for

2011.

Note 4:

Based on Vulcan’s 2012 EBITDA guidance of $500M and 2012 net sales based on Street consensus estimates, adjusted for Delivery revenues based on actual figures for 2011.

Source:

Company filings

2012E

SG&A ($M)

¹

$155

$288

$151

$341

$139

$320

$133

$326

$124

$290

$270

EBITDA margin ²

29.8%

29.8%

26.7%

23.2%

25.6%

20.3%

24.0%

14.6%

23.3%

14.0%

19.8%

4

3

8.0%

8.1%

9.3%

8.6%

8.2%

9.3%

9.9%

12.6%

13.5%

12.0%

10.7%

2007

2008

2009

2010

2011

Based on Vulcan's 2012 guidance and Martin Marietta's superior cost management

track record, Martin Marietta believes Vulcan's costs would be more effectively

managed within a combined Vulcan/Martin Marietta

MARTIN MARIETTA MATERIALS

1

MARTIN MARIETTA MATERIALS

Vulcan’s Plan to Sell Assets is Flawed

10

Not the optimal

strategy to de-risk

balance sheet

Selling $500M of

assets could

negatively impact

future profitability

Vulcan management

confidence in its

planned asset sales

does not appear to

be well informed

Note 1:

Vulcan conference call, February 16, 2012

Source:

Company filings

Martin Marietta believes:

—

Vulcan is ignoring an opportunity to more quickly and more effectively strengthen its

balance sheet and restore its dividend through a combination with Martin Marietta

—

There is absolutely no assurance that asset sales of $500M will be completed, or if

completed, will improve Vulcan’s credit profile

—

Vulcan will still be highly leveraged in any event

—

Given the lack of detail associated with Vulcan management’s plan for asset sales, the

extent of the impact on future profitability is unclear

—

However, Vulcan’s projected performance and announced EBITDA guidance should be

adjusted to reflect the impact of planned asset sales on future profitability

—

When asked how confident Vulcan could be that they will get the types of valuations

that

underpin

that

$500M

estimate,

Vulcan

management

answered

by

referencing

third-party interest they have received in buying Vulcan’s assets “…over the last two

or

three

or

four

or

five

years.

So

there’s

plenty

of

interest

in

them. ”¹

—

However,

no

reference

was

made

to

current

interest

in

purchasing

assets,

which

is

clearly the most relevant in this situation

—

And

when

asked

whether

the

valuation

of

assets

would

be

impacted

by

competing

asset sale announcements, notably CEMEX’s intended sale of $2B in assets by year-

end, Vulcan management stated:

“I

don’t

know

where

and

what

CEMEX

is

proposing

to

sell. ”¹

—

Instead, Vulcan management chose to rely on hope, stating: “…we believe that

there

will

be

significant

buyers

with

hopefully

significant

synergies

who

will

be

interested in our assets.”¹

MARTIN MARIETTA MATERIALS

Vulcan Has Completely Failed to Explain How, on What Basis, or When it

Would Provide its So-Called “Competitive”

Dividend

•

When asked on the February 16, 2012 call to provide “some color or some

metrics”

that Vulcan's board looks at when determining a higher dividend, Vulcan

management gave a decidedly vague and uninformative “answer”:

—

“Our board has always looked at cash earnings as a source for dividend

payments. That is a very, very important issue for our board. We

would very

much like to get --

restore dividend and continue to grow a dividend. We will

take a look at that at the end of the first quarter. Again, we looked at it very

carefully. As you know, in the fourth quarter of last year, we looked at it

again in our most recent board meeting and we’ll continue to look at it very

carefully as we move forward. But I think our board’s view is we need to

restore sooner than later.”

1

—

Contrary to Vulcan management's earlier statements on the February 16, 2012

call that planned asset sales “will”

give the board “flexibility to restore a

competitive dividend,”

the importance of “cash earnings”

as a source of

dividends, highlighted in the quoted statement above, suggests this may not

be so

11

Note 1:

Vulcan conference call, February 16, 2012

MARTIN MARIETTA MATERIALS

Vulcan Management Ignores Martin Marietta's Superior

Proposal in Favor of Their Flawed “Plan”

12

Vulcan wants its shareholders to

ignore the facts:

Martin Marietta's proposal provides:

History of Vulcan’s poor cost management and

operational underperformance leading to a

history of net losses

Significant hurdles to reinstate meaningful

dividend

Deleveraging requires a period of years even

under announced plan

Asset sales to be used to deleverage Vulcan’s

balance sheet and needed to repay debt resulting

from poor acquisitions and poor operating

performance

It is Martin Marietta’s position that:

Vulcan management was unwilling to engage

during prior discussions on realistic synergy levels

Note 1:

See Martin Marietta’s Form S-4 initially filed December 12, 2011, as amended. Actual synergies will be based on future performance, as to which there can be no assurance.

Source:

Company filings

Credible plan to achieve

$200M -

$250M in synergies ¹

Deleveraging provided by Martin Marietta

balance sheet; assets only divested as part of

the proposal to build a sustainable, dynamic

enterprise

Immediate deleveraging

Intention to immediately restore dividend

Track record of superior cost management and

operational excellence leading to a

history of net earnings

MARTIN MARIETTA MATERIALS

Questions Vulcan Shareholders Should Ask Themselves

13

How

can

Vulcan’s

board

offer

management's

standalone

“hope

plans”

as

the

basis for refusing to negotiate in good faith with Martin Marietta to reach a

mutual agreement on the proposed business combination?

Why should Vulcan shareholders. . . 

. . . have faith in Vulcan’s ability to implement its cost-savings plan, given its

history of negative earnings, bloated cost structure and high SG&A margins?

. . . trust Vulcan, given years of unresponsiveness to shareholder concerns,

particularly with respect to Vulcan’s balance sheet and cost structure?

. . . believe in the promised benefits of the Vulcan plan, which Vulcan asserts will

be largely derived from an ERP project that was initiated in 2007?  And why

has it taken almost five years for Vulcan to reveal the purported expected

results of this project?

. . . accept Vulcan management’s asset sale plan, or the assurance that it “will”

strengthen Vulcan’s credit profile and permit restoration of a “competitive”

dividend?

MARTIN MARIETTA MATERIALS

Bottom Line Hasn’t Changed: Martin Marietta’s Business

Combination Proposal is Compelling to Vulcan Shareholders

14

•

Significant benefits to a combination beyond synergies include:

–

meaningful dividend restoration (20x improvement over the current

Vulcan dividend)

–

participation in the eventual cyclical recovery

–

significantly “de-risked”

balance sheet and improved access to and

credibility with capital markets

–

multiple benefits of:

•

size

•

scale

•

geographic footprint

•

best-in-class management

Vulcan’s Board should promptly commence good-faith negotiations in a real

effort to reach mutual agreement on a combination with Martin Marietta

Appendix

15

MARTIN MARIETTA MATERIALS

Martin Marietta EBITDA & EBIT Reconciliation

16

Note:

Adjusted 2011 EBITDA is preliminary and amounts may change upon finalization of Martin Marietta’s Annual Report on Form 10-K.

Source:

Company filings

(dollars in millions)

For the

Quarter Ended

December 31,

For the Year Ended December 31,

2011

2011

2010

2009

2008

2007

Net earnings attributable to entity

$            14.8

$           82.4

$           97.0

$           85.5

$         176.3

$         262.7

Add back:

Interest expense

13.3               

58.6

68.5

73.5

74.3

60.9

Income tax expense for controlling interests

3.0

23.1

29.3

27.4

77.3

116.6

Depreciation, depletion and amortization expense

43.3

171.8

179.9

177.7

169.8

150.4

EBITDA

$          74.4

$       335.9

$       374.7

$       364.1

$       497.7

$       590.6

Adjusted for:

Legal settlement

-

-

-

11.9

-

-

Reversal of excess legal reserve

-

-

(5.0)

-

-

-

Nonrecurring reduction in workforce charge

-

-

-

-

5.4

-

Charge for early retirement benefit

-

-

-

-

-

-

(Gain) loss on sales of assets

-

-

(4.5)

3.0

(12.8)

-

Transaction costs

15.1

18.6

1.2

2.2

3.6

-

Settlement expense for pension plan

-

-

3.5

-

2.8

0.7

Asset write-offs

-

-

-

-

3.3

-

Other nonoperating (income) expense

-

-

0.2

(1.1)

2.0

(7.3)

Pretax gain on discontinued operations

-

-

(0.3)

(0.5)

(10.1)

(3.7)

Income attributable to noncontrolling interests

-

-

1.7

2.8

3.7

0.9

Adjusted EBITDA

$          89.5

$       354.5

$       371.5

$       382.4

$       495.6

$       581.2

Less:

Depreciation, depletion and amortization expense

43.3

171.8

179.9

177.7

169.8

150.4

Adjusted EBIT

$          46.2

$       182.7

$       191.6

$       204.7

$       325.8

$       430.8

MARTIN MARIETTA MATERIALS

Vulcan EBITDA & EBIT Reconciliation

17

Note:

Adjusted

2011

EBITDA

is

preliminary

and

amounts

may

change

upon

finalization

of

Vulcan’s

Annual

Report

on

Form

10-K.

Source:

Company filings

(dollars in millions)

For the

Quarter Ended

December 31,

For the Year Ended December 31,

2011

2011

2010

2009

2008

2007

Net (loss) earnings

$        (27.9)

$       

(70.8)

$      

(96.5)

$            30.3

$              0.9

$          450.9

Add back:

Interest expense

53.3

217.2

180.7

173.0

169.7

41.6

Income tax (benefit) expense

(30.5)

(78.5)

(85.7)

(30.1)

70.1

197.2

Depreciation, depletion and amortization expense

88.0

361.7

382.1

394.6

389.1

271.5

Goodwill impairment

-

-

-

-

252.7

-

EBITDA

83.0

429.6

380.6

567.8

882.5

961.2

Adjusted for:

Legal settlement

-

-

40.0

-

-

-

Recovery for legal settlement

-

(46.4)

-

-

-

-

Legal expense

-

-

3.0

-

-

-

Transaction expenses

2.2                               

2.2

-

-

-

-

Restructuring charges

10.0                               

13.0

-

-

-

-

Gain on sales of assets

(2.9)

(47.8)

(59.3)

(27.1)

(94.2)

(58.7)

Asset write-offs

-

-

9.2

8.5

10.5

-

Accretion expense for asset retirement obligations

(1.9)

-

(8.6)

(8.8)

(7.1)

(5.9)

Other nonoperating (income) expense

(2.4)

(0.0)

(3.1)

(5.3)

4.4

5.3

(Earnings) loss on discontinued operations, net of tax

1.9

(4.5)

(10.0)

(19.5)

4.1

19.3

Income attributable to noncontrolling interests

-

-

-

-

-

0.2

Adjusted EBITDA

$

89.9

$        338.1

$        351.8

$        515.6

$         800.1

$         921.5

Less:

Depreciation, depletion and amortization expense

88.0

361.7

382.1

394.6

389.1

271.5

Adjusted EBIT

$

1.9

$

(23.6)

$

(30.3)

$

121.0

$

411.0

$         650.0

MARTIN MARIETTA MATERIALS

Vulcan SG&A Reconciliation

18

Note:

Vulcan does not provide interim disclosures of R&D in quarterly financial statements. 

Source:

Company filings

(dollars in millions)

For the Year Ended December 31,

2011

2010

2009

2008

2007

SG&A, as reported

$       290.0

$       327.5

$          321.6

$       342.6

$        289.6

R&D expense, as disclosed in notes to financials

N/A

1.6

1.5

1.5

1.6

Adjusted SG&A

$     

290.0

$     

326.0

$          320.1

$       341.0

$        288.0

Net Sales

$  

2,406.9

$  

2,405.9

$       2,543.7

$    3,453.1

$     3,090.1

Adjusted SG&A as Percentage of Net Sales

12.0%

13.5%

12.6%

9.9%

9.3%

MARTIN MARIETTA MATERIALS

Cautionary Note Regarding Forward-Looking Statements

19

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; the combined company’s ability to pay dividends in the

amount anticipated; 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;

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.

MARTIN MARIETTA MATERIALS

Important Additional Information

20

This presentation relates to the Exchange Offer by Martin Marietta to exchange each issued and outstanding share of common stock of Vulcan for 0.50 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”) initially 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.  

In connection with the solicitation of proxies for Vulcan’s 2012 annual meeting of shareholders (the “Vulcan Meeting”), Martin Marietta filed a preliminary

proxy statement on January 24, 2012 (as amended the “Vulcan Meeting Preliminary Proxy Statement”) with the SEC and intends to file a definitive proxy

statement in connection therewith (the “Vulcan Meeting Definitive Proxy Statement”). When completed, the Vulcan Meeting Definitive Proxy Statement and

accompanying proxy card will be mailed to the shareholders of Vulcan. Martin Marietta also intends to 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 MEETING PRELIMINARY PROXY STATEMENT, THE VULCAN MEETING

DEFINITIVE PROXY STATEMENT, THE MARTIN MARIETTA MEETING PROXY STATEMENT AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE BECAUSE

THEY 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 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, the proxy statement for Martin Marietta’s 2011 annual meeting of shareholders, filed with the SEC on

April 8, 2011, and the Vulcan Meeting Preliminary Proxy Statement, or will be available in the Vulcan Meeting Definitive Proxy Statement or the Martin

Marietta Meeting Proxy Statement, 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.