Martin Marietta Materials Shareholders and Texas Industries Stockholders Approve Merger

  Martin Marietta Materials Shareholders and Texas Industries Stockholders
  Approve Merger

                    Transaction Expected to Close Promptly

Business Wire

RALEIGH, N.C. & DALLAS -- June 30, 2014

Martin Marietta Materials, Inc. (NYSE: MLM) and Texas Industries, Inc. (NYSE:
TXI) today announced that shareholders from both Martin Marietta and Texas
Industries overwhelmingly approved the proposed combination of the two
companies at their respective special meetings held earlier today.

The results indicate that more than 99% of the shares voting at the Texas
Industries special meeting voted in favor of the proposal to adopt the merger
agreement and more than 98% of the shares voting at the Martin Marietta
special meeting voted in favor of the proposal to approve the issuance of
Martin Marietta common stock to Texas Industries stockholders.

As previously announced on January 28, 2014, the Boards of Directors of both
Martin Marietta and Texas Industries approved an agreement under which the
companies will combine, with Texas Industries becoming a wholly-owned
subsidiary of Martin Marietta in a tax-free, stock-for-stock transaction. Upon
the consummation of the merger, Texas Industries stockholders will have the
right to receive 0.70 shares of Martin Marietta common stock for each share of
Texas Industries common stock, with cash paid in lieu of fractional shares.

Martin Marietta and Texas Industries have now received all necessary approvals
and expect the transaction to close promptly.

Martin Marietta Materials is the nation's second largest producer of
construction aggregates and a producer of magnesia-based chemicals and
dolomitic lime. For more information about Martin Marietta Materials, refer to
the Corporation's website at www.martinmarietta.com.

Texas Industries is the largest producer of cement in Texas and major cement
producer in California. Texas Industries is also a major supplier of
construction aggregate, ready-mix concrete and concrete products. For more
information about Texas Industries, refer to the Corporation's website at
www.txi.com.

Cautionary Statements Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed acquisition of
Texas Industries (“TXI”) by Martin Marietta, the expected timetable for
completing the transaction, benefits and synergies of the transaction, future
opportunities for the combined company and products and any other statements
regarding Martin Marietta’s and TXI’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or performance
that are not historical facts are “forward-looking” statements made within the
meaning of Section 21E of the Securities Exchange Act of 1934. These
statements are often, but not always, made through the use of words or phrases
such as “may”, “believe,” “anticipate,” “could”, “should,” “intend,” “plan,”
“will,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,”
“strategy,” “outlook” and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from the results expressed in the statements. Among the key factors
that could cause actual results to differ materially from those projected in
the forward-looking statements are the following: the parties’ ability to
consummate the transaction; the conditions to the completion of the
transaction; the parties’ ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction; the
possibility that the parties may be unable to achieve expected synergies and
operating efficiencies in connection with the transaction within the expected
time-frames or at all and to successfully integrate TXI’s operations into
those of Martin Marietta; the integration of TXI’s operations into those of
Martin Marietta being more difficult, time-consuming or costly than expected;
operating costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers) being greater than expected following the
transaction; the retention of certain key employees of TXI being difficult;
Martin Marietta’s and TXI’s ability to adapt its services to changes in
technology or the marketplace; Martin Marietta’s and TXI’s ability to maintain
and grow its relationship with its customers; levels of construction spending
in the markets; a decline in the commercial component of the nonresidential
construction market and the subsequent impact on construction activity; a
slowdown in residential construction recovery; unfavorable weather conditions;
a widespread decline in aggregates pricing; changes in the cost of raw
materials, fuel and energy and the availability and cost of construction
equipment in the United States; the timing and amount of federal, state and
local transportation and infrastructure funding; the ability of states and/or
other entities to finance approved projects either with tax revenues or
alternative financing structures; and changes to and the impact of the laws,
rules and regulations (including environmental laws, rules and regulations)
that regulate Martin Marietta’s and TXI’s operations. Additional information
concerning these and other factors can be found in Martin Marietta’s and TXI’s
filings with the Securities and Exchange Commission (the “SEC”), including
Martin Marietta’s and TXI’s most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. These risks, as well as
other risks associated with Martin Marietta’s proposed acquisition of TXI are
also more fully discussed in the definitive joint proxy statement/prospectus
included in the Registration Statement on Form S-4 that Martin Marietta filed
with the SEC on Form 424B3 and Schedule 14A, respectively, on May 30, 2014 in
connection with the proposed acquisition. Martin Marietta and TXI assume no
obligation to update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise, except as
otherwise required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date hereof.

Contact:

Martin Marietta Materials, Inc.
Anne H. Lloyd
Executive Vice President and Chief
Financial Officer
(919) 783-4660
www.martinmarietta.com
 
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