Martin Marietta Materials Completes Texas Industries Acquisition

  Martin Marietta Materials Completes Texas Industries Acquisition

 Transaction Creates Market Leading Supplier of Aggregates and Heavy Building
                                  Materials

Business Wire

RALEIGH, N.C. -- July 2, 2014

Martin Marietta Materials, Inc. (NYSE:MLM) today announced that it has
completed its acquisition of Texas Industries, Inc. (NYSE:TXI), creating a
market leading supplier of aggregates and heavy building materials. The
transaction enhances Martin Marietta’s position as an aggregates-led, low cost
operator in the perennially largest and fastest growing geographies in the
United States. With a leading U.S. aggregates position, the acquisition
provides complementary, high quality assets in cement and ready mix concrete,
augmented by the company’s best-in-class long-haul transportation network. The
transaction was overwhelmingly approved by shareholders of both companies at
their respective special meetings on June 30, 2014. Based on the closing price
of Martin Marietta stock on July 1, 2014, the combined company has a market
capitalization of approximately $8.8 billion.

Ward Nye, Martin Marietta’s Chairman, President and Chief Executive Officer,
said, “We are excited to move forward as one company that is even better
positioned to deliver increased value to shareholders, customers and
employees. Uniting our complementary assets and leveraging our expanded
geographic footprint provides Martin Marietta with an expanded platform for
growth. In particular, Martin Marietta will benefit from greater exposure to
the expanding cement markets in Texas and California - two of the largest and
fastest growing markets for construction materials inthe United States. I
look forward to continuing to work closely with our team and all of our
employees, including our new team members from TXI, to ensure a seamless
transition as we continue to deliver superior product offerings and service to
customers.”

Martin Marietta is well-positioned for long-term growth, with a network of
more than 400 facilities spanning 36 states,Canada, and theCaribbean
Islands. The company is a leading aggregates producer, and the increased scale
and geographic and product diversity resulting from the transaction provides a
broader set of opportunities for growth. In addition, select vertical
integration is expected to reduce distribution and transportation costs,
diversify end-markets and drive other value enhancing efficiencies. The
company has an outstanding asset base to deliver superior product offerings
and service to customers.

Financial Benefits of the Transaction

Martin Marietta continues to expect that the combination will generate
approximately$70 millionof annual pre-tax synergies by calendar year 2017,
which would correspond to more than$500 millionof total value creation for
shareholders. Integration of the acquired business is underway and proceeding
as planned. The company anticipates the transition to its target operating
model to be completed by the end of the year. The combination is expected to
be both accretive to Martin Marietta's earnings per share in 2014, excluding
one-time costs; and cash flow accretive in the first full year following
integration.

In addition, Martin Marietta continues to expect to utilize Texas Industries'
more than$400 millionin existing NOLs over the next few years. The company
also believes that there is an opportunity to realize incremental value from
the expected divestiture of identified non-operating real estate assets.

Delisting of Texas Industries

As a result of the completion of the merger, the common stock of Texas
Industries, Inc. is no longer listed for trading on the New York Stock
Exchange.

Advisors

J.P. Morgan, Deutsche Bank and Barclays acted as Martin Marietta’s financial
advisors and Cravath, Swaine & Moore LLP acted as its legal advisor. Citigroup
acted as Texas Industries’ financial advisor, and Wachtell, Lipton, Rosen &
Katz acted as its legal advisor.

About Martin Marietta Materials Inc.

Martin Marietta, an American company and a member of the S&P 500 index, is a
leading supplier of aggregates and heavy building materials, with operations
spanning 36 states, Canada and the Caribbean, and dedicated teams transforming
more than 100 years of irreplaceable natural resources into the roads,
sidewalks and foundations on which we live. Martin Marietta’s Magnesia
Specialties business provides a full range of magnesium oxide, magnesium
hydroxide and dolomitic lime products. For more information, visit
www.martinmarietta.com or www.magnesiaspecialties.com.

Cautionary Statements Regarding Forward-Looking Statements

Certain statements in this communication regarding the acquisition by Martin
Marietta, benefits and synergies of the transaction, future opportunities for
the combined company and products and any other statements regarding Martin
Marietta’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 possibility that Martin
Marietta 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 ability to adapt its services to changes in technology or
the marketplace; Martin Marietta’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 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 acquisition of TXI are also more
fully discussed in the joint proxy statement/prospectus included in the Form
424B3 that Martin Marietta filed with the SEC on May 30, 2014 in connection
with the acquisition. Martin Marietta assumes 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, 919-783-4660
Executive Vice President and Chief Financial Officer
www.martinmarietta.com
 
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