SEC Filing | Martin Marietta Materials

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Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact name of registrant as specified in its charter)


North Carolina		56-1848578
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2710 Wycliff Road, Raleigh, NC		27607-3033
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 919-781-4550

Former name: None

Former name, former address and former fiscal year,

if changes since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.


Class		Outstanding as of July 20, 2012
Common Stock, $0.01 par value		45,844,636

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012


	Page
Part I. Financial Information:

Item 1. Financial Statements.

Consolidated Balance Sheets – June 30, 2012, December 31, 2011 and June 30, 2011		3

Consolidated Statements of Earnings and Comprehensive Earnings - Three and Six Months Ended June 30, 2012 and 2011		4

Consolidated Statements of Cash Flows - Six Months Ended June 30, 2012 and 2011		5

Consolidated Statement of Total Equity		6

Condensed Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		22

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		46

Item 4. Controls and Procedures.		47

Part II. Other Information:

Item 1. Legal Proceedings.		48

Item 1A. Risk Factors.		48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		48

Item 4. Mine Safety Disclosures.		48

Item 6. Exhibits.		49

Signatures		50

Exhibit Index		51

Page 2 of 51

PART I. FINANCIAL INFORMATION

Item	1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	June 30, 2012			December 31, 2011			June 30, 2011
		(Unaudited)			(Audited)			(Unaudited)
		(Dollars in Thousands, Except Per Share Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	41,393		$	26,022		$	26,099
Accounts receivable, net		275,416			203,748			269,390
Inventories, net		331,984			322,607			336,365
Current deferred income tax benefits		75,000			80,674			91,041
Costs in excess of billings		10,226			1,437			1,319
Other current assets		26,312			23,362			21,354

Total Current Assets		760,331			657,850			745,568


Property, plant and equipment		3,739,475			3,688,692			3,644,580
Allowances for depreciation, depletion and amortization		(1,985,697	)		(1,914,401	)		(1,946,802	)

Net property, plant and equipment		1,753,778			1,774,291			1,697,778

Goodwill		618,874			616,671			638,759
Other intangibles, net		52,213			54,133			18,622
Other noncurrent assets		41,337			44,877			48,192

Total Assets	$	3,226,533		$	3,147,822		$	3,148,919


LIABILITIES AND EQUITY
Current Liabilities:
Bank overdraft	$	3,352		$	—		$	—
Accounts payable		113,308			92,210			85,415
Accrued salaries, benefits and payroll taxes		15,586			16,732			12,618
Pension and postretirement benefits		5,746			5,250			4,194
Accrued insurance and other taxes		29,616			26,408			28,514
Current maturities of long-term debt and short-term facilities		7,171			7,182			106,959
Other current liabilities		24,287			25,930			25,198

Total Current Liabilities		199,066			173,712			262,898

Long-term debt		1,137,076			1,052,902			978,956
Pension, postretirement and postemployment benefits		153,240			158,101			121,150
Noncurrent deferred income taxes		229,972			222,064			248,330
Other noncurrent liabilities		90,375			92,179			86,986

Total Liabilities		1,809,729			1,698,958			1,698,320


Equity:
Common stock, par value $0.01 per share		457			456			456
Preferred stock, par value $0.01 per share		—			—			—
Additional paid-in capital		404,074			401,864			397,575
Accumulated other comprehensive loss		(80,640	)		(83,890	)		(49,319	)
Retained earnings		1,054,048			1,090,891			1,063,732

Total Shareholders' Equity		1,377,939			1,409,321			1,412,444
Noncontrolling interests		38,865			39,543			38,155

Total Equity		1,416,804			1,448,864			1,450,599

Total Liabilities and Equity	$	3,226,533		$	3,147,822		$	3,148,919

See accompanying condensed notes to consolidated financial statements.

Page 3 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS


		Three Months Ended June 30,						Six Months Ended June 30,

		2012			2011			2012			2011

		(In Thousands, Except Per Share Data)
		(Unaudited)
Net Sales	$	491,220		$	409,565		$	841,757		$	700,201
Freight and delivery revenues		54,497			52,826			97,938			90,133

Total revenues		545,717			462,391			939,695			790,334


Cost of sales		389,132			312,022			715,839			580,002
Freight and delivery costs		54,497			52,826			97,938			90,133

Total cost of revenues		443,629			364,848			813,777			670,135


Gross Profit		102,088			97,543			125,918			120,199

Selling, general & administrative expenses		35,275			31,001			68,303			59,641
Business development costs		9,240			1,735			35,140			2,707
Other operating (income) and expenses, net		(1,690	)		106			(1,465	)		(2,402	)

Earnings from Operations		59,263			64,701			23,940			60,253

Interest expense		13,256			13,725			26,743			31,890
Other nonoperating (income) and expenses, net		(42	)		336			(1,897	)		74

Earnings (Loss) from continuing operations before taxes on income		46,049			50,640			(906	)		28,289
Income tax expense (benefit)		8,557			13,834			(1,318	)		7,723


Earnings from Continuing Operations		37,492			36,806			412			20,566
Gain (Loss) on discontinued operations, net of related tax expense (benefit) of $26, ($749), ($75) and ($1, 034), respectively		316			(952	)		(278	)		(2,408	)

Consolidated net earnings		37,808			35,854			134			18,158
Less: Net earnings (loss) attributable to noncontrolling interests		1,057			55			116			(227	)


Net Earnings Attributable to Martin Marietta Materials, Inc.	$	36,751		$	35,799		$	18		$	18,385


Net Earnings Attributable to Martin Marietta Materials, Inc.
Earnings from continuing operations	$	36,435		$	36,751		$	296		$	20,793
Earnings (Loss) from discontinued operations		316			(952	)		(278	)		(2,408	)

	$	36,751		$	35,799		$	18		$	18,385


Consolidated Comprehensive Earnings (See Note 1)
Earnings attributable to Martin Marietta Materials, Inc.	$	38,102		$	41,045		$	3,268		$	22,726
Earnings (Loss) attributable to noncontrolling interests		1,060			56			122			(225	)

	$	39,162		$	41,101		$	3,390		$	22,501


Net Earnings (Loss) Attributable to Martin Marietta Materials, Inc.
Per Common Share
Basic from continuing operations attributable to common shareholders	$	0.79		$	0.80		$	—		$	0.45
Discontinued operations attributable to common shareholders		0.01			(0.02	)		—			(0.05	)

	$	0.80		$	0.78		$	—		$	0.40


Diluted from continuing operations attributable to common shareholders	$	0.79		$	0.80		$	—		$	0.44
Discontinued operations attributable to common shareholders		0.01			(0.02	)		—			(0.05	)

	$	0.80		$	0.78		$	—		$	0.39


Weighted-Average Common Shares Outstanding
Basic		45,781			45,628			45,757			45,606

Diluted		45,905			45,794			45,757			45,774


Cash Dividends Per Common Share	$	0.40		$	0.40		$	0.80		$	0.80

See accompanying condensed notes to consolidated financial statements.

Page 4 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Six Months Ended June 30,

		2012			2011

		(Dollars in Thousands)
		(Unaudited
Cash Flows from Operating Activities:
Consolidated net earnings	$	134		$	18,158
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization		88,735			86,453
Stock-based compensation expense		4,577			6,351
Gains on divestitures and sales of assets		(839	)		(3,390	)
Deferred income taxes		6,777			9,236
Other items, net		1,322			1,034
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable, net		(71,668	)		(87,587	)
Inventories, net		(9,378	)		(3,068	)
Accounts payable		21,045			25,052
Other assets and liabilities, net		(13,036	)		4,437


Net Cash Provided by Operating Activities		27,669			56,676


Cash Flows from Investing Activities:
Additions to property, plant and equipment		(66,251	)		(58,728	)
Acquisitions, net		(87	)		(49,885	)
Proceeds from divestitures and sales of assets		3,947			5,188


Net Cash Used for Investing Activities		(62,391	)		(103,425	)


Cash Flows from Financing Activities:
Borrowings of long-term debt		171,000			460,000
Repayments of long-term debt		(87,134	)		(404,977	)
Debt issuance costs		(300	)		(3,328	)
Change in bank overdraft		3,352			(2,123	)
Dividends paid		(36,861	)		(36,813	)
Distributions to owners of noncontrolling interests		(800	)		(1,000	)
Purchase of remaining interest in existing subsidiaries		—			(10,394	)
Issuances of common stock		836			1,160


Net Cash Provided by Financing Activities		50,093			2,525


Net Increase (Decrease) in Cash and Cash Equivalents		15,371			(44,224	)
Cash and Cash Equivalents, beginning of period		26,022			70,323


Cash and Cash Equivalents, end of period	$	41,393		$	26,099


Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	26,537		$	34,581
Cash refunds for income taxes	$	4,309		$	11,543

See accompanying condensed notes to consolidated financial statements.

Page 5 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENT OF TOTAL EQUITY

(Unaudited)


(in thousands)	Shares of Common Stock	Common Stock	Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders Equity		Noncontrolling Interests		Total Equity

Balance at December 31, 2011	45,726	$456	$401,864		$(83,890	)	$1,090,891		$1,409,321		$39,543		$1,448,864
Consolidated net earnings	—	—	—		—		18		18		116		134
Other comprehensive earnings	—	—	—		3,250		—		3,250		6		3,256
Dividends declared	—	—	—		—		(36,861	)	(36,861	)	—		(36,861	)
Issuances of common stock for stock award plans	112	1	(2,367	)	—		—		(2,366	)	—		(2,366	)
Stock-based compensation expense	—	—	4,577		—		—		4,577		—		4,577
Distributions to owners of noncontrolling interests	—	—	—		—		—		—		(800	)	(800	)

Balance at June 30, 2012	45,838	$457	$404,074		$(80,640	)	$1,054,048		$1,377,939		$38,865		$1,416,804

See accompanying condensed notes to consolidated financial statements.

Page 6 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of Martin Marietta Materials, Inc. (the “Corporation”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and to Article 10 of Regulation S-X. The Corporation has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012. In the opinion of management, the interim financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods. The results of operations for the quarter and six months ended June 30, 2012 are not indicative of the results expected for other interim periods or the full year. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

Warranties

The Corporation’s construction contracts contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run from six months to two years after the customer accepts the contract. Because of the nature of its projects, including contract owner inspections of the work both during construction and prior to acceptance, the Corporation has not experienced material warranty costs for these warranties and therefore does not believe an accrual for these costs is necessary.

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss

Consolidated comprehensive earnings/loss for the Corporation consist of consolidated net earnings or loss; adjustments for the funded status of pension and postretirement benefit plans; foreign currency translation adjustments; and the amortization of the value of terminated forward starting interest rate swap agreements into interest expense.

Page 7 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1.	Significant Accounting Policies (continued)

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)

Effective January 1, 2012, as required by recent accounting guidance, the Corporation changed its presentation of consolidated comprehensive earnings/loss. The Corporation no longer reports total consolidated comprehensive earnings/loss and related components of other comprehensive earnings/loss in its consolidated statement of total equity. Rather, the Corporation presents total consolidated comprehensive earnings/loss in its consolidated statements of earnings and comprehensive earnings for interim periods and in separate but consecutive consolidated statements of comprehensive earnings for annual periods. Prior-year information has been recast to conform to this presentation approach.

Comprehensive earnings attributable to Martin Marietta Materials Inc. consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
		(Dollars in Thousands)

Net earnings attributable to Martin Marietta Materials Inc.	$	36,751	$	35,799	$	18	$	18,385
Other comprehensive earnings, net of tax		1,351		5,246		3,250		4,341

Consolidated comprehensive earnings attributable to Martin Marietta Materials Inc.	$	38,102	$	41,045	$	3,268	$	22,726

Changes in accumulated other comprehensive loss, net of tax, are as follows:


	Three Months Ended June 30, 2012

		(Dollars in Thousands)
	Pension and Postretirement Benefit Plans			Foreign Currency			Unamortized Value of Terminated Forward Starting Interest Rate Swap			Accumulated Other Comprehensive Loss


Balance at beginning of period	$	(82,656	)	$	5,275		$	(4,610	)	$	(81,991	)
Other comprehensive earnings (loss), net of tax		1,249			(53	)		155			1,351

Balance at end of period	$	(81,407	)	$	5,222		$	(4,455	)	$	(80,640	)

Page 8 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1.	Significant Accounting Policies (continued)

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)


	Six Months Ended June 30, 2012

	(Dollars in Thousands)
		Pension and Postretirement Benefit Plans			Foreign Currency		Unamortized Value of Terminated Forward Starting Interest Rate Swap			Accumulated Other Comprehensive Loss


Balance at beginning of period	$	(84,204	)	$	5,076	$	(4,762	)	$	(83,890	)
Other comprehensive earnings, net of tax		2,797			146		307			3,250

Balance at end of period	$	(81,407	)	$	5,222	$	(4,455	)	$	(80,640	)

Changes in net noncurrent deferred tax assets recorded in accumulated other comprehensive loss are as follows:


	Three Months Ended June 30, 2012

		(Dollars in Thousands)
		Pension and Postretirement Benefit Plans			Unamortized Value of Terminated Forward Starting Interest Rate Swap			Net Noncurrent Deferred Tax Assets


Balance at beginning of period	$	54,148		$	3,017		$	57,165
Tax effect of other comprehensive earnings		(820	)		(102	)		(922	)

Balance at end of period	$	53,328		$	2,915		$	56,243

Page 9 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1.	Significant Accounting Policies (continued)

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)


	Six Months Ended June 30, 2012

		(Dollars in Thousands)
		Pension and Postretirement Benefit Plans			Unamortized Value of Terminated Forward Starting Interest Rate Swap			Net Noncurrent Deferred Tax Assets


Balance at beginning of period	$	55,161		$	3,116		$	58,277
Tax effect of other comprehensive earnings		(1,833	)		(201	)		(2,034	)

Balance at end of period	$	53,328		$	2,915		$	56,243

Comprehensive earnings attributable to noncontrolling interests consist of net earnings and adjustments for the funding

status of pension and postretirement benefit plans as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(Dollars in Thousands)

Net earnings (loss) attributable to noncontrolling interests	$	1,057	$	55	$	116	$	(227	)
Other comprehensive earnings, net of tax		3		1		6		2

Consolidated comprehensive earnings (loss) attributable to noncontrolling interests	$	1,060	$	56	$	122	$	(225	)

Page 10 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

1.	Significant Accounting Policies (continued)

Earnings (Loss) per Common Share

The numerator for basic and diluted earnings (loss) per common share is net earnings (loss) attributable to Martin Marietta Materials, Inc., reduced by dividends and undistributed earnings attributable to the Corporation’s unvested restricted stock awards and incentive stock awards. The denominator for basic earnings (loss) per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share are computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Corporation’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive. For the three months ended June 30, 2012 and 2011 and the six months ended June 30, 2011, the diluted per-share computations reflect a change in the number of common shares outstanding to include the number of additional shares that would have been outstanding if the potentially dilutive common shares had been issued. For the six months ended June 30, 2012, all such awards were antidilutive given the net loss available to common shareholders attributable to Martin Marietta Materials, Inc.

The following table reconciles the numerator and denominator for basic and diluted earnings (loss) per common share:


		Three Months Ended June 30,					Six Months Ended June 30,
		2012		2011			2012			2011
		(In Thousands)
Net earnings from continuing operations attributable to Martin Marietta Materials, Inc.	$	36,435	$	36,751		$	296		$	20,793
Less: Distributed and undistributed earnings attributable to unvested awards		232		298			242			313

Basic and diluted net earnings available to common shareholders from continuing operations attributable to Martin Marietta Materials, Inc.		36,203		36,453			54			20,480
Basic and diluted net earnings (loss) available to common shareholders from discontinued operations		316		(952	)		(278	)		(2,408	)

Basic and diluted net earnings (loss) available to common shareholders attributable to Martin Marietta Materials, Inc.	$	36,519	$	35,501		$	(224	)	$	18,072


Basic weighted-average common shares outstanding		45,781		45,628			45,757			45,606
Effect of dilutive employee and director awards		124		166			—			168

Diluted weighted-average common shares outstanding		45,905		45,794			45,757			45,774

Page 11 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

2.	Discontinued Operations

Divestitures and Permanent Closures

Operations that are disposed of or permanently shut down represent discontinued operations, and, therefore, the results of their operations through the dates of disposal and any gain or loss on disposals are included in discontinued operations in the consolidated statements of earnings and comprehensive earnings. The results of operations for divestitures do not include Corporate overhead that was allocated during the periods the Corporation owned these operations.

All discontinued operations relate to the Aggregates business. Discontinued operations consist of the following:


		Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012			2011
		(Dollars in Thousands)

Net sales	$	—	$	17,187		$	—		$	32,812


Pretax gain (loss) on operations	$	342	$	(1,701	)	$	1		$	(3,442	)
Pretax loss on disposals		—		—			354			—

Pretax gain (loss)		342		(1,701	)		(353	)		(3,442	)
Income tax expense (benefit)		26		(749	)		(75	)		(1,034	)

Net earnings (loss)	$	316	$	(952	)	$	(278	)	$	(2,408	)

3.	Inventories, Net


		June 30, 2012			December 31, 2011			June 30, 2011
		(Dollars in Thousands)

Finished products	$	355,455		$	350,685		$	361,377
Products in process and raw materials		18,714			11,116			9,793
Supplies and expendable parts		55,201			53,287			51,388

		429,370			415,088			422,558
Less allowances		(97,386	)		(92,481	)		(86,193	)

Total	$	331,984		$	322,607		$	336,365

Page 12 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

4.	Goodwill and Intangible Assets

Changes in goodwill, all of which relate to the Aggregates business, by reportable segment and in total are as follows (dollars in thousands):


	Three Months Ended June 30, 2012

	Mideast Group		Southeast Group		West Group		Total


Balance at beginning of period	$	112,823	$	81,302	$	422,604	$	616,729
Adjustments to purchase price allocations		—		—		2,145		2,145

Balance at end of period	$	112,823	$	81,302	$	424,749	$	618,874


	Six Months Ended June 30, 2012

	Mideast Group			Southeast Group		West Group		Total


Balance at beginning of period	$	122,052		$	72,073	$	422,546	$	616,671
Adjustments to purchase price allocations		—			—		2,203		2,203
District reorganization		(9,229	)		9,229		—		—

Balance at end of period	$	112,823		$	81,302	$	424,749	$	618,874

5.	Long-Term Debt


	June 30,			December 31,			June 30,
	2012			2011			2011

		(Dollars in Thousands)

6.6% Senior Notes, due 2018	$	298,575		$	298,476		$	298,380
7% Debentures, due 2025		124,430			124,417			124,405
6.25% Senior Notes, due 2037		228,097			247,915			247,898
Term Loan Facility, due 2015, interest rate of 1.87% at June 30, 2012; 2.20% at December 31, 2011; and 1.87% at June 30, 2011		245,000			250,000			250,000
Revolving Facility, interest rate of 1.62% at June 30, 2012; 2.64% at December 31, 2011; and 1.56% at June 30, 2011		145,000			35,000			60,000
AR Credit Facility, interest rate of 1.00% at June 30, 2012; 1.66% at December 31, 2011; and 1.60% at June 30, 2011		100,000			100,000			100,000
Other notes		3,145			4,276			5,232

Total debt		1,144,247			1,060,084			1,085,915
Less current maturities		(7,171	)		(7,182	)		(106,959	)

Long-term debt	$	1,137,076		$	1,052,902		$	978,956

Page 13 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

5.	Long-Term Debt (continued)

On January 23, 2012, the Corporation repurchased $20,000,000 par value of its outstanding 6.25% Senior Notes due 2037 at 90.75. This repurchase was financed with borrowings of $18,200,000 under the Corporation’s Revolving Facility.

On April 13, 2012, the Corporation renewed its AR Credit Facility for a one-year term ending April 20, 2013.

The Credit Agreement (which consists of the Term Loan Facility and a $350,000,000 Revolving Facility) and the AR Credit Facility require the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing twelve month period (the “Ratio”) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation maintains specified ratings on its long-term unsecured debt and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if no amounts are outstanding under both the Revolving Facility and the AR Credit Facility, consolidated debt, including debt guaranteed by the Corporation, may be reduced by the Corporation’s unrestricted cash and cash equivalents in excess of $50,000,000, such reduction not to exceed $200,000,000, for purposes of the covenant calculation.

In 2012, the Corporation amended the Ratio to ensure that the impact of business development costs and the seasonal working capital requirements of the Corporation’s acquired Colorado operations do not impair liquidity available under the Corporation’s Credit Agreement and AR Credit Facility. The amendments temporarily increase the maximum Ratio to 3.95x at June 30, 2012, before stepping down to 3.75x at September 30, 2012. The Ratio returns to the pre-amendment maximum of 3.50x for the December 31, 2012 calculation date. The amendments also allow the Corporation to exclude debt associated with the acquired Colorado operations from the Ratio at June 30, 2012.

Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Corporation under the Revolving Facility. At June 30, 2012, the Corporation had $2,507,000 of outstanding letters of credit issued under the Revolving Facility.

Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements. For the three and six months ended June 30, 2012, the Corporation recognized $257,000 and $508,000, respectively, as additional interest expense. For the three and six months ended June 30, 2011, the Corporation recognized $239,000 and $474,000, respectively, as additional interest expense. The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase annual interest expense by approximately $1,000,000 until the maturity of the 6.6% Senior Notes in 2018.

Page 14 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

6.	Financial Instruments

The Corporation’s financial instruments include temporary cash investments, accounts receivable, notes receivable, bank overdraft, publicly-registered long-term notes, debentures and other long-term debt.

Temporary cash investments are placed primarily in money market funds, money market demand deposit accounts and Eurodollar time deposits with the following financial institutions: Bank of America, N.A., Branch Banking and Trust Company, JPMorgan Chase Bank, N.A., Regions Bank, Fifth Third Bank, and Wells Fargo Bank, N.A. The Corporation’s cash equivalents have maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.

Customer receivables are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, customer receivables are more heavily concentrated in certain states (namely, Texas, North Carolina, Iowa, Georgia and South Carolina, which accounted for approximately 57% of the Aggregate business’ 2011 net sales). The estimated fair values of customer receivables approximate their carrying amounts.

Notes receivable are primarily related to divestitures and are not publicly traded. However, using current market interest rates, but excluding adjustments for credit worthiness, if any, management estimates that the fair value of notes receivable approximates the carrying amount.

The bank overdraft represents the float of outstanding checks. The estimated fair value of the bank overdraft approximates its carrying value.

The carrying values and fair values of the Corporation’s long-term debt were $1,144,247,000 and $1,204,965,000, respectively, at June 30, 2012; $1,060,084,000 and $1,087,726,000, respectively, at December 31, 2011; and $1,085,915,000 and $1,053,281,000, respectively, at June 30, 2011. The estimated fair value of the Corporation’s publicly-registered long-term notes was estimated based on level 1 of the fair value hierarchy, quoted market prices. The estimated fair value of other borrowings, which primarily represent variable-rate debt, approximates its carrying amount.

Page 15 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

7.	Income Taxes


	Six Months Ended June 30,
	2012		2011
Estimated effective income tax rate:
Continuing operations		145.5%		27.3%

Discontinued operations		21.2%		30.0%

Consolidated overall		110.6%		26.9%

The Corporation’s effective income tax rate reflects the effect of federal and state income taxes and the impact of differences in book and tax accounting arising from the net permanent benefits associated with the statutory depletion deduction for mineral reserves, the impact of foreign losses for which no tax benefit was realized and the domestic production deduction. The effective income tax rates for discontinued operations reflect the tax effects of individual operations’ transactions and are not indicative of the Corporation’s overall effective income tax rate.

The consolidated overall estimated effective income tax rate for the six months ended June 30, 2012 included a refund of federal tax and interest of $1,626,000 related to the 2006 tax year. This discrete event drove an increase in the consolidated overall estimated effective income tax rate for the six months ended June 30, 2012. The consolidated overall estimated effective income tax rate for the six months ended June 30, 2012 would have been 21.1% without this discrete event; a rate more reflective of the expected annual tax rate of 23%. The consolidated overall estimated effective income tax rate for the six months ended June 30, 2011 included the following discrete events: resolution of a federal tax and interest overpayment of $1,730,000 related to the 2006 tax year and an agreed-upon refund of $1,060,000 for the double taxation of the Corporation’s wholly-owned Canadian subsidiary for the 2001 and 2002 tax years.

On December 23, 2011, the U.S. Treasury Department issued comprehensive temporary and proposed regulations addressing the treatment of expenditures related to tangible property for tax purposes. On March 7, 2012, the Internal Revenue Service (“IRS”) issued two revenue procedures containing administrative guidance related to the adoption of the new rules. Although the regulations are generally effective for tax years beginning January 1, 2012, the IRS has granted taxpayers administrative relief and audit protection for a two-year period as long as the taxpayer adopts the regulations retroactively within two years of the effective date. Management has begun to evaluate the changes necessary to comply with the regulations and the related administrative procedures and is not currently aware of any adjustments that would be material to the Corporation’s consolidated financial position and results of operations. As part of its compliance with these regulations, the Corporation reversed its unrecognized tax benefits related to repairs and maintenance as of March 31, 2012.

Page 16 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

7.	Income Taxes (continued)

The Corporation’s unrecognized tax benefits, excluding interest and correlative effects, are as follows:


		Six Months Ended June 30, 2012
		(Dollars in Thousands)

Unrecognized tax benefits at beginning of period		$ 9,288
Gross increases – tax positions in prior years		9,366
Gross decreases – tax positions in prior years		(13,876)
Gross increases – tax positions in current year		905
Settlements with taxing authorities		(555)

Unrecognized tax benefits at end of period		$ 5,128

At June 30, 2012, unrecognized tax benefits of $5,876,000, net of federal tax benefits and related to interest accruals and permanent income tax differences, would have favorably affected the Corporation’s effective income tax rate if recognized.

8.	Pension and Postretirement Benefits

The estimated components of the recorded net periodic benefit cost for pension and postretirement benefits are as follows (dollars in thousands):


	Three Months Ended June 30,
	Pension						Postretirement Benefits
	2012			2011			2012			2011

		(Dollars in Thousands)

Service cost	$	3,174		$	2,437		$	59		$	34
Interest cost		5,743			5,027			322			214
Expected return on assets		(5,802	)		(5,298	)		—			—
Amortization of:
Prior service cost (credit)		113			116			(849	)		(167	)
Actuarial loss (gain)		3,016			1,368			(74	)		(8	)
Settlement charge		524			—			—			—

Net periodic benefit cost (credit)	$	6,768		$	3,650		$	(542	)	$	73

Page 17 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

8.	Pension and Postretirement Benefits (continued)


	Six Months Ended June 30,
	Pension						Postretirement Benefits
	2012			2011			2012			2011

		(Dollars in Thousands)

Service cost	$	6,740		$	5,630		$	114		$	175
Interest cost		12,193			11,617			617			1,113
Expected return on assets		(12,318	)		(12,243	)		—			—
Amortization of:
Prior service cost (credit)		240			267			(1,628	)		(871	)
Actuarial loss (gain)		6,403			3,162			(142	)		(43	)
Settlement charge		524			14			—			—

Net periodic benefit cost (credit)	$	13,782		$	8,447		$	(1,039	)	$	374

9.	Commitments and Contingencies

Legal and Administrative Proceedings

The Corporation is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently-available facts, it is remote that the ultimate outcome of any litigation and other proceedings, including those pertaining to environmental matters, relating to the Corporation and its subsidiaries, will have a material adverse effect on the overall results of the Corporation’s operations, its cash flows or its financial position.

On May 4, 2012, the Court of Chancery of the State of Delaware issued an opinion and on May 14, 2012, it entered a final order and judgment pursuant to which, among other things, the Corporation was enjoined for a period of four months from prosecuting a proxy contest, making an exchange or tender offer, or otherwise taking steps to acquire control of Vulcan Materials Company (“Vulcan”) shares or assets. In accordance with this order, the Corporation terminated its exchange offer for Vulcan shares and its proxy solicitation to elect four nominees to the board of directors of Vulcan. The Delaware Supreme Court affirmed the Court of Chancery decision on May 31, 2012.

Page 18 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9.	Commitments and Contingencies (continued)

Environmental and Governmental Regulations

In 2010, the United States Environmental Protection Agency (“USEPA”) included the lime industry as a national enforcement priority under the federal Clean Air Act (“CAA”). As part of the industry wide effort, the USEPA issued Notices of Violation/Findings of Violation (“NOVs”) to the Corporation in 2010 and 2011 regarding the Corporation’s compliance with the CAA New Source Review (“NSR”) program at its Specialty Products dolomitic lime manufacturing plant in Woodville, Ohio. The Corporation has been providing information to the USEPA in response to these NOVs and has had several meetings with the USEPA. The Corporation believes it is in substantial compliance with the NSR program. Because the enforcement proceeding is in its initial stage, at this time the Corporation cannot reasonably estimate what reasonable likely penalties or required upgrades to equipment might ultimately be required. The Corporation believes that any costs related to any required upgrades will be spread over time and will not have a material adverse effect on the Corporation’s operations or its financial condition, but can give no assurance that the ultimate resolution of this matter will not have a material adverse effect on the financial condition or results of operations of the Specialty Products segment of the business.

Guarantee of Affiliate

The Corporation has an unconditional guaranty of payment agreement with Fifth Third Bank (“Fifth Third”) to guarantee the repayment of amounts borrowed by an affiliate under a $24,000,000 revolving line of credit provided by Fifth Third that expires in July 2013 and a guaranty agreement with Bank of America, N.A., to guarantee a $6,200,000 amortizing loan due April 2016. The affiliate has agreed to reimburse and indemnify the Corporation for any payments and expenses the Corporation may incur from these agreements. The Corporation holds a subordinate lien of the affiliate’s assets as collateral for potential payments under the agreements.

10.

Business Segments

The Corporation conducts its aggregates operations through three reportable business segments: Mideast Group, Southeast Group and West Group. The Corporation also has a Specialty Products segment that includes magnesia-based chemicals products and dolomitic lime. These segments are consistent with the Corporation’s current management reporting structure.

The following tables display selected financial data for continuing operations for the Corporation’s reportable business segments. Corporate loss from operations primarily includes depreciation on capitalized interest, expenses for corporate administrative functions, unallocated corporate expenses and other nonrecurring and/or non-operational adjustments.

Page 19 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10.

Business Segments (continued)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
		(Dollars in Thousands)
Total revenues:
Mideast Group	$	119,767		$	116,043		$	204,211		$	192,123
Southeast Group		79,388			84,677			152,900			152,255
West Group		291,313			207,482			471,033			338,168

Total Aggregates Business		490,468			408,202			828,144			682,546
Specialty Products		55,249			54,189			111,551			107,788

Total	$	545,717		$	462,391		$	939,695		$	790,334

Net sales:
Mideast Group	$	109,662		$	107,330		$	186,846		$	178,670
Southeast Group		73,748			77,965			141,274			140,675
West Group		257,348			174,670			411,459			282,115

Total Aggregates Business		440,758			359,965			739,579			601,460
Specialty Products		50,462			49,600			102,178			98,741

Total	$	491,220		$	409,565		$	841,757		$	700,201

Earnings (Loss) from operations:
Mideast Group	$	23,770		$	23,100		$	22,920		$	25,152
Southeast Group		(2,262	)		(637	)		(5,989	)		(4,834	)
West Group		34,064			26,357			15,189			13,684

Total Aggregates Business		55,572			48,820			32,120			34,002
Specialty Products		17,451			19,281			35,672			34,410
Corporate		(13,760	)		(3,400	)		(43,852	)		(8,159	)

Total	$	59,263		$	64,701		$	23,940		$	60,253

Page 20 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10.

Business Segments (continued)

The asphalt, ready mixed concrete and road paving product lines are considered internal customers of the core aggregates business. Product lines for the Specialty Products segment consist of magnesia-based chemicals, dolomitic lime and other. Net sales by product line are as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
		(Dollars in Thousands)

Aggregates	$	356,849	$	331,209	$	614,262	$	554,257
Asphalt		20,235		13,943		32,723		24,854
Ready Mixed Concrete		29,246		7,627		49,490		12,941
Road Paving		34,428		7,186		43,104		9,408

Total Aggregates Business		440,758		359,965		739,579		601,460

Magnesia-Based Chemicals		35,524		34,145		71,923		69,305
Dolomitic Lime		14,443		15,103		29,415		28,882
Other		495		352		840		554

Total Specialty Products		50,462		49,600		102,178		98,741

Total	$	491,220	$	409,565	$	841,757	$	700,201

11.

Supplemental Cash Flow Information

The components of the change in other assets and liabilities, net, are as follows:


	Six Months Ended June 30,

		2012			2011

		(Dollars in Thousands)

Other current and noncurrent assets	$	(9,482	)	$	106
Accrued salaries, benefits and payroll taxes		(2,962	)		(6,171	)
Accrued insurance and other taxes		3,208			4,978
Accrued income taxes		(5,675	)		8,093
Accrued pension, postretirement and postemployment benefits		(252	)		833
Other current and noncurrent liabilities		2,127			(3,402	)

	$	(13,036	)	$	4,437

The change in other current and noncurrent assets for the six months ended June 30, 2012 relates to an increase in costs in excess of billings for the Corporation’s road paving business. The road paving business typically has a longer cash collection cycle compared with the Aggregates business’ other product lines.

Page 21 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW Martin Marietta Materials, Inc. (the “Corporation”), conducts its operations through four reportable business segments: Mideast Group, Southeast Group, West Group (collectively, the “Aggregates business”) and Specialty Products. The Corporation’s annual net sales and earnings are predominately derived from its Aggregates business, which processes and sells granite, limestone, and other aggregates products from a network of 303 quarries, distribution facilities and plants to customers in 31 states, Canada, the Bahamas and the Caribbean Islands. The Aggregates business’ products are used primarily by commercial customers principally in domestic construction of highways and other infrastructure projects and for nonresidential and residential building development. Aggregates products are also used in the railroad, environmental, utility and agricultural industries. The Specialty Products segment produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.

CRITICAL ACCOUNTING POLICIES The Corporation outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2012. There were no changes to the Corporation’s critical accounting policies during the six months ended June 30, 2012.

RESULTS OF OPERATIONS

Except as indicated, the following comparative analysis in the Results of Operations section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects results from continuing operations and is based on net sales and cost of sales. The Corporation’s heritage aggregates product line excludes volume and pricing data for acquisitions that have not been included in prior-year operations for the comparable period and divestitures.

Gross margin as a percentage of net sales and operating margin as a percentage of net sales represent non-GAAP measures. The Corporation presents these ratios calculated based on net sales, as it is consistent with the basis by which management reviews the Corporation’s operating results. Further, management believes it is consistent with the basis by which investors analyze the Corporation’s operating results given that freight and delivery revenues and costs represent pass-throughs and have no profit mark-up. Gross margin and operating margin calculated as percentages of total revenues represent the most directly comparable financial measures calculated in accordance with generally accepted accounting principles (GAAP). The following tables present the calculations of gross margin and operating margin for the three and six months ended June 30, 2012 and 2011 in accordance with GAAP and reconciliations of the ratios as percentages of total revenues to percentages of net sales (dollars in thousands):

Page 22 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Gross Margin in Accordance with GAAP


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Gross profit	$	102,088	$	97,543	$	125,918	$	120,199


Total revenues	$	545,717	$	462,391	$	939,695	$	790,334


Gross margin		18.7%		21.1%		13.4%		15.2%

Gross Margin Excluding Freight and Delivery Revenues


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Gross profit	$	102,088	$	97,543	$	125,918	$	120,199


Total revenues	$	545,717	$	462,391	$	939,695	$	790,334
Less: Freight and delivery revenues		(54,497)		(52,826)		(97,938)		(90,133)

Net sales	$	491,220	$	409,565	$	841,757	$	700,201


Gross margin excluding freight and delivery revenues		20.8%		23.8%		15.0%		17.2%

Operating Margin in Accordance with GAAP


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Earnings from operations	$	59,263	$	64,701	$	23,940	$	60,253


Total revenues	$	545,717	$	462,391	$	939,695	$	790,334


Operating margin		10.9%		14.0%		2.5%		7.6%

Page 23 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Operating Margin Excluding Freight and Delivery Revenues


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Earnings from operations	$	59,263	$	64,701	$	23,940	$	60,253


Total revenues	$	545,717	$	462,391	$	939,695	$	790,334
Less: Freight and delivery revenues		(54,497)		(52,826)		(97,938)		(90,133)

Net sales	$	491,220	$	409,565	$	841,757	$	700,201


Operating margin excluding freight and delivery revenues		12.1%		15.8%		2.8%		8.6%

The impact of business development expenses on earnings per diluted share, consolidated earnings from operations excluding business development expenses, adjusted earnings per diluted share and net cash provided by operating activities excluding the impact of business development expenses each represent non-GAAP financial measures. Management presents these measures to provide more consistent information for investors and analysts to use when comparing operating results for the three and six months ended June 30, 2012 and cash flows for the six months ended June 30, 2012 with the respective prior-year periods.

The following shows the calculation of the earnings per diluted share impact of business development expenses (in thousands, except per share data):


	Three Months Ended		Six Months Ended
	June 30, 2012
Business development expenses		$ 9,240		$ 35,140
Income tax benefit		(3,654)		(13,898)

After-tax impact of business development expenses		$ 5,586		$ 21,242

Diluted average number of common shares outstanding		45,905		45,757

Earnings per diluted share impact of business development expenses		$ (0.12)		$ (0.46)

Page 24 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

The following reconciles consolidated earnings from operations in accordance with generally accepted accounting principles to consolidated earnings from operations excluding business development expenses (in thousands):


	Three Months Ended		Six Months Ended
	June 30, 2012
Consolidated earnings from operations in accordance with generally accepted accounting principles		$ 59,263		$ 23,940
Add back: Business development expenses		9,240		35,140

Consolidated earnings from operations, excluding business development expenses		$ 68,503		$ 59,080

The following reconciles earnings per diluted share in accordance with generally accepted accounting principles to adjusted earnings per diluted share, excluding business development expenses:


	Three Months Ended		Six Months Ended
	June 30, 2012
Earnings per diluted share in accordance with generally accepted accounting principles		$ 0.80		$ --
Add back: Impact of business development expenses		0.12		0.46

Adjusted earnings per diluted share, excluding business development expenses		$ 0.92		$ 0.46

The following reconciles net cash provided by operating activities in accordance with generally accepted accounting principles to net cash provided by operating activities, excluding business development expenses (in thousands):


	Six Months Ended
	June 30, 2012
Net cash provided by operating activities in accordance with generally accepted accounting principles	$	27,669
Add back: Impact of business development expenses on operating cash flow		24,948

Net cash provided by operating activities, excluding business development expenses	$	52,617

Page 25 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Quarter Ended June 30

Notable items for the quarter ended June 30, 2012 (all comparisons are versus the prior-year second quarter):

—

Adjusted earnings per diluted share of $0.92, excluding a $0.12 per diluted share charge for business development expenses; including these charges, earnings per diluted share of $0.80 compared with $0.78

—

Consolidated net sales of $491.2 million, up 19.9%, compared with $409.6 million

—

Heritage aggregates product line volume increased 2.8%

—

Heritage aggregates product line pricing increased 2.4%

—

Specialty Products net sales of $50.5 million and earnings from operations of $17.5 million

—

Consolidated selling, general and administrative expenses (“SG&A”) decreased 40 basis points as a percentage of net sales

—

Consolidated earnings from operations of $68.5 million, excluding $9.2 million of business development expenses, compared with $64.7 million

The following table presents net sales, gross profit, selling, general and administrative expenses and earnings (loss) from operations data for the Corporation and its reportable segments for the three months ended June 30, 2012 and 2011. In each case, the data is stated as a percentage of net sales of the Corporation or the relevant segment, as the case may be.


	Three Months Ended June 30,
	2012				2011
	Amount		% of Net Sales		Amount		% of Net Sales
	(Dollars in Thousands)
Net sales:
Mideast Group	$	109,662			$	107,330
Southeast Group		73,748				77,965
West Group		257,348				174,670

Total Aggregates Business		440,758		100.0		359,965		100.0
Specialty Products		50,462		100.0		49,600		100.0

Total	$	491,220		100.0	$	409,565		100.0


Gross profit (loss):
Mideast Group	$	32,402			$	31,946
Southeast Group		3,634				7,406
West Group		45,821				35,943

Total Aggregates Business		81,857		18.6		75,295		20.9
Specialty Products		19,923		39.5		21,388		43.1
Corporate		308		--		860		--

Total	$	102,088		20.8	$	97,543		23.8

Page 26 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)


	Three Months Ended June 30,
	2012				2011
	Amount		% of Net Sales		Amount		% of Net Sales
	(Dollars in Thousands)

Selling, general & administrative expenses:
Mideast Group	$	9,651			$	9,404
Southeast Group		5,700				6,792
West Group		13,967				10,682

Total Aggregates Business		29,318		6.7		26,878		7.5
Specialty Products		2,196		4.4		2,223		4.5
Corporate		3,761		--		1,900		--

Total	$	35,275		7.2	$	31,001		7.6


Earnings (Loss) from operations:
Mideast Group	$	23,770			$	23,100
Southeast Group		(2,262)				(637)
West Group		34,064				26,357

Total Aggregates Business		55,572		12.6		48,820		13.6
Specialty Products		17,451		34.6		19,281		38.9
Corporate		(13,760)		--		(3,400)		--

Total	$	59,263		12.1	$	64,701		15.8

The Corporation’s second-quarter results once again reflect the powerful combination of increases in shipment volumes and average selling prices in the heritage aggregates product line, which led to a 150-basis-point improvement in the heritage aggregates business operating margin (excluding freight and delivery revenues). Underlying these increases are continuing indications of recovery in certain of the Corporation’s markets, predominantly in the western United States. In particular, heritage volume growth in Texas was driven by increased shipments to both the energy sector and the residential end-use market. Additionally, the Specialty Products business reported strong results, establishing a new second-quarter record for net sales. Looking ahead, the positive momentum generated in the first half of the year, together with the recent passage of a new federal highway bill and regionalized improvement in homebuilding, have bolstered the Corporation’s optimism for construction activity.

Page 27 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

For the quarter, heritage aggregates product line shipments increased 2.8% over the prior-year period. This growth was led by a 7.6% increase in the West Group, with heritage volumes particularly strong in Texas, driven by robust construction activity, and in the Corporation’s Midwest Division, particularly Iowa, where the mild winter permitted an early start to the construction season. The Mideast Group reported heritage volume growth of 2.9%, with heavy highway projects in the Indiana and Ohio markets offsetting declines in the North Carolina markets where construction project delays have shifted work originally planned for the second quarter into the second half of the year. The Southeast Group experienced a 10.1% decline in heritage aggregates product line shipments resulting from economic growth in the region lagging national trends, principally due to weak job growth and continued high foreclosure rates.

Notably, heritage aggregates product line shipments increased 8% in April and May over the prior-year two-month period. In that volume environment, an incremental gross margin (excluding freight and delivery revenues) consistent with management’s expectations was achieved. In June, however, shipments declined 5.5%, indicative of previously-mentioned project delays, coupled with uncertainty in the current economic environment. As expected, this erratic volume pattern, together with planned inventory reduction, diluted the incremental gross margin gains from the first two months of the quarter. However, management is pleased with the 150-basis-point expansion of operating margin (excluding freight and delivery revenues) in the heritage aggregates business for the quarter.

Heritage shipments in the infrastructure end-use market, which represents more than half of the Aggregates business, increased 3% for the quarter. Management was gratified to see the Moving Ahead for Progress in the 21^st Century Act, or MAP-21, signed into law earlier in the month. MAP-21 is a two-year federal surface transportation bill intended to expedite project approvals and limit spending for programs outside of core transportation needs. The bill provides highway expenditures at current levels, $40 billion per year, with modest increases to reflect projected inflation and reform provisions. The funding provided by this multi-year bill brings a degree of fiscal certainty to those states, counties and municipalities that were subjected to a series of short-term continuing federal resolutions since 2009 and hesitant to initiate needed infrastructure projects. While the impact of MAP-21 is not expected to generate meaningful construction activity in 2012, management fully anticipates that the Corporation’s aggregates shipments will increase over the next several years, with more clarity into the magnitude of that increase as the late summer/early fall state Department of Transportation project lettings become available.

Page 28 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Shipments to the heritage nonresidential end-use market increased 8% over the prior-year quarter, with growth attributable to heavy industrial activity, particularly in the energy sector. The heritage residential end-use market continues to recover from the depressed levels experienced in recent years. For the quarter, heritage shipments to this market rose 21%, reflecting the increase in national year-to-date housing starts. Finally, the heritage ChemRock/Rail end-use market declined 19% versus the prior-year quarter. The reduction is principally due to the comparison with an unusually strong quarter for ballast shipments in 2011 as well as project delays related to track maintenance schedules in the current year. The Corporation expects to recover certain of these shipments in the second half of the year.

The Corporation continues to see positive construction trends in the Denver, Colorado market, which it entered in December 2011. The rate of growth in highway contract awards in Colorado ranks among the highest in the country and, importantly, construction-related employment is growing at twice the national average. Nonresidential construction activity also continues to improve with commercial real estate realizing increased lease rates and decreasing vacancies. Year-to-date housing permits in the state increased nearly 70%, outpacing the national average; while single-family home sales have increased significantly over the prior-year period. Despite the later start of the construction season due to the increased exposure to winter weather, the Colorado operations once again exceeded management’s expectations and had break-even profitability for the quarter.

The heritage aggregates product line average selling price grew 2.4% over the prior-year quarter. The West Group had the highest rate of increase, 5.4%, driven by shipments to the energy sector. These shipments are primarily from sales yards which have higher average selling prices than producing quarries due to internal freight costs. The Southeast Group reported a 4.7% heritage pricing increase despite a volume decline, with particular strength at its Bahamas facility, which is providing aggregates for a significant nonresidential project. The average selling price for the Mideast Group increased 1.5%, excluding a 240-basis-point reduction in pricing due to geographic mix.

The following tables present volume and pricing data and shipments data for the aggregates product line. Heritage aggregates operations exclude volume and pricing data for acquisitions that were not included in prior-year operations for the comparable period and divestitures.


	Three Months Ended June 30, 2012
Volume/Pricing Variance ⁽¹⁾	Volume		Pricing
Heritage Aggregates Product Line ⁽²⁾:
Mideast Group		2.9%		(0.9%)
Southeast Group		(10.1%)		4.7%
West Group		7.6%		5.4%
Heritage Aggregates Operations		2.8%		2.4%
Aggregates Product Line ⁽³⁾		3.0%		0.5%

Page 29 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)


	Three Months Ended June 30,
	2012		2011
	(tons in thousands)
Shipments
Heritage Aggregates Product Line⁽²⁾:
Mideast Group		9,814		9,540
Southeast Group		5,666		6,300
West Group		17,904		16,633

Heritage Aggregates Operations		33,384		32,473
Acquisitions		1,745		--
Divestitures ⁽⁴⁾		1		1,638

Aggregates Product Line ⁽³⁾		35,130		34,111

(1)

Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year.

(2)

Heritage Aggregates Product Line excludes volume and pricing data for acquisitions that have not been included in prior-year operations for the comparable period and divestitures.

(3)

Aggregates Product Line includes all acquisitions from the date of acquisition and divestitures through the date of disposal.

(4)

Divestitures include the tons related to divested aggregates product line operations up to the date of divestiture.

The Aggregates business is significantly affected by erratic weather patterns, seasonal changes and other weather-related conditions. Aggregates production and shipment levels coincide with general construction activity levels, most of which occurs in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Operations concentrated in the northern and midwestern United States generally experience more severe winter weather conditions than operations in the Southeast and Southwest. Operations in the Denver, Colorado area increase the Corporation’s exposure to winter weather and the risk of losses in the first and fourth quarters. Excessive rainfall, and conversely excessive drought, can also jeopardize shipments, production and profitability. Because of the potentially significant impact of weather on the Corporation’s operations, second-quarter results are not indicative of expected performance for other interim periods or the full year.

The Specialty Products business continues to experience strong demand in both the chemicals and dolomitic lime product lines. For the quarter, net sales of $50.5 million increased 1.7% and established a new second-quarter record. Earnings from operations of $17.5 million, or 34.6% of net sales, compared with earnings from operations of $19.3 million in the second quarter of 2011, reflect higher costs incurred for raw materials, contract services and repairs.

Page 30 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Planned inventory reductions in the heritage aggregates product line drove a 1.3% increase in cost per ton during the quarter. However, contrary to a multi-quarter trend of increases, energy costs were essentially flat as the Corporation paid an average of $3.03 per gallon of diesel fuel compared with $3.08 in the prior-year quarter. Cumulatively, direct production costs for the heritage aggregates product line increased slightly.

The Corporation’s consolidated gross margin (excluding freight and delivery revenues) for the quarter was 20.8%, a 300-basis-point decline compared with the prior-year quarter primarily attributable to inventory control measures. The following presents a rollforward of the Corporation’s gross profit (dollars in thousands):


Consolidated gross profit, quarter ended June 30, 2011	$	97,543

Heritage Aggregates Product Line:
Volume strength		9,346
Pricing strength		8,103
Increase in production costs		(1,545)
Increase in nonproduction costs		(4,057)
Inventory change		(8,382)

Increase in Heritage Aggregates Product Line gross profit		3,465
Aggregates Business – acquired locations		3,308
Specialty Products		(1,465)
Corporate		(552)
Other		(211)

Increase in consolidated gross profit		4,545

Consolidated gross profit, quarter ended June 30, 2012	$	102,088

Nonproduction costs for the heritage aggregates product line include freight expenses to transport materials from a producing quarry to a distribution yard and resale material. During the quarter, internal rail freight costs increased due to additional volumes being shipped to materials yards, particularly in the West Group. Additionally, during the quarter, the Corporation’s Mideast Group operations were unable to produce enough material to support well drilling for the oil and gas industry and purchased these products for its customers, incurring incremental resale material costs of $2.9 million over the prior-year quarter. The Mideast Group should see resale material purchases moderate over the next quarter as certain quarries are brought back on line following planned upgrades.

Page 31 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Inventory change is the difference between the prior period’s ending inventory and the current period’s ending inventory. In periods in which inventory decreases, inventory change will increase cost of sales, as capitalized production costs are recognized into earnings. Conversely, in periods in which inventory increases, inventory change will reduce cost of sales. During the twelve-month period ended June 30, 2012, the Corporation adjusted production and reduced heritage aggregates product line inventory levels as part of planned inventory control initiatives. At June 30, 2012 and 2011, heritage aggregates inventory on hand was 59.7 million tons and 63.4 million tons, respectively.

Consolidated SG&A expenses were 7.2% of net sales, a 40-basis-point reduction compared with the prior-year quarter. On an absolute basis, SG&A expenses increased $4.3 million, as expected, primarily attributable to overhead incurred at our Denver operations and costs related to an information systems upgrade expected to be completed by the fall of 2013.

During the second quarter 2012, the Corporation incurred $9.2 million of business development costs related to the Corporation’s proposed business combination with Vulcan Materials Company (“Vulcan”). On May 4, 2012, the Court of Chancery of the State of Delaware issued an opinion and, on May 14, 2012, it entered a final order and judgment pursuant to which, among other things, the Corporation was enjoined for a period of four months from prosecuting a proxy contest, making an exchange or tender offer, or otherwise taking steps to acquire control of Vulcan shares or assets. In accordance with this order, the Corporation terminated its exchange offer for Vulcan shares and its proxy solicitation to elect four nominees to the board of directors of Vulcan. The Delaware Supreme Court affirmed the Court of Chancery decision on May 31, 2012.

Among other items, other operating income and expenses, net, includes gains and losses on the sale of assets; gains and losses related to customer accounts receivable; rental, royalty and services income; and the accretion and depreciation expenses related to asset retirement obligations. For the second quarter, consolidated other operating income and expenses, net, was income of $1.7 million in 2012 compared with an expense of $0.1 million in 2011, primarily as a result of higher gains on the sale of assets in during the second quarter of 2012.

Page 32 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Six Months Ended June 30

Notable items for the six months ended June 30, 2012 (all comparisons are versus the prior-year six-month period):

—

Adjusted earnings per diluted share of $0.46, excluding business development expenses; including these charges, breakeven earnings per diluted share compared with $0.39

—

Consolidated net sales of $841.8 million, up 20.2%, compared with $700.2 million

—

Heritage aggregates product line volume increased 5.5%

—

Heritage aggregates product line pricing increased 2.6%

—

Specialty Products net sales of $102.2 million and earnings from operations of $35.7 million, representing a 10-basis-point improvement in operating margin (excluding freight and delivery revenues)

—

Consolidated SG&A decreased 40 basis points as a percentage of net sales

—

Consolidated earnings from operations of $59.1 million, excluding $35.1 million of business development costs, compared with $60.3 million

The following table presents net sales, gross profit, selling, general and administrative expenses and earnings (loss) from operations data for the Corporation and its reportable segments for the six months ended June 30, 2012 and 2011. In each case, the data is stated as a percentage of net sales of the Corporation or the relevant segment, as the case may be.


	Six Months Ended June 30,
	2012				2011
	Amount		% of Net Sales		Amount		% of Net Sales
	(Dollars in Thousands)
Net sales:
Mideast Group	$	186,846			$	178,670
Southeast Group		141,274				140,675
West Group		411,459				282,115

Total Aggregates Business		739,579		100.0		601,460		100.0
Specialty Products		102,178		100.0		98,741		100.0

Total	$	841,757		100.0	$	700,201		100.0


Gross profit (loss):
Mideast Group	$	40,278			$	40,267
Southeast Group		7,086				9,092
West Group		41,093				33,305

Total Aggregates Business		88,457		12.0		82,664		13.7
Specialty Products		39,313		38.5		38,958		39.5
Corporate		(1,852)		--		(1,423)		--

Total	$	125,918		15.0	$	120,199		17.2

Page 33 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)


	Six Months Ended June 30,
	2012				2011
	Amount		% of Net Sales		Amount		% of Net Sales
	(Dollars in Thousands)

Selling, general & administrative expenses:
Mideast Group	$	19,120			$	18,520
Southeast Group		11,663				13,612
West Group		27,856				21,278

Total Aggregates Business		58,639		7.9		53,410		8.9
Specialty Products		4,725		4.6		4,690		4.7
Corporate		4,939		--		1,541		--

Total	$	68,303		8.1	$	59,641		8.5


Earnings (Loss) from operations:
Mideast Group	$	22,920			$	25,152
Southeast Group		(5,989)				(4,834)
West Group		15,189				13,684

Total Aggregates Business		32,120		4.3		34,002		5.7
Specialty Products		35,672		34.9		34,410		34.8
Corporate		(43,852)		--		(8,159)		--

Total	$	23,940		2.8	$	60,253		8.6

For the first six months, net sales for the Aggregates business were $739.6 million in 2012 versus $601.5 million in 2011, primarily due to the acquisition of operations in Denver, Colorado, and growth in the Corporation’s nonresidential and residential end-use markets. Shipments to the heritage nonresidential end-use market increased 11% as energy-sector activity continues to grow. The residential end-use market continues to recover from the depressed levels of the past few years, reflecting the increase in national year-to-date housing permits. For the six-month period ended June 30, 2012, heritage aggregates volume increased 5.5%, while pricing increased 2.6%.

Page 34 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)


	Six Months Ended June 30, 2012
Volume/Pricing Variance ⁽¹⁾	Volume		Pricing
Heritage Aggregates Product Line ⁽²⁾:
Mideast Group		5.4%	(1.2%)
Southeast Group		(3.4%)	3.5%
West Group		9.3%	6.2%
Heritage Aggregates Operations		5.5%	2.6%
Aggregates Product Line ⁽³⁾		4.7%	0.8%


	Six Months Ended June 30,
	2012		2011
	(tons in thousands)
Shipments
Heritage Aggregates Product Line⁽²⁾:
Mideast Group		16,267		15,439
Southeast Group		10,918		11,301
West Group		30,055		27,494

Heritage Aggregates Operations		57,240		54,234
Acquisitions		2,831		--
Divestitures ⁽⁴⁾		24		3,144

Aggregates Product Line ⁽³⁾		60,095		57,378

(1)

Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year.

(2)

Heritage Aggregates Product Line excludes volume and pricing data for acquisitions that have not been included in prior-year operations for the comparable period and divestitures.

(3)

Aggregates Product Line includes all acquisitions from the date of acquisition and divestitures through the date of disposal.

(4)

Divestitures include the tons related to divested aggregates product line operations up to the date of divestiture.

Specialty Products’ net sales increased 3.5% to $102.2 million, reflecting growth in both chemicals and dolomitic lime product lines. Earnings from operations were $35.7 million, a 10-basis-point improvement in operating margin (excluding freight and delivery revenues) over the prior-year period.

Page 35 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Increased direct production costs and nonproduction costs for the heritage aggregates product line, coupled with the Corporation’s increased exposure to vertically-integrated business, reduced the Corporation’s gross margin (excluding freight and delivery revenues) for the six months ended June 30 by 220 basis points to 15.0% in 2012. The following presents a rollforward of the Corporation’s gross profit (dollars in thousands):


Consolidated gross profit, quarter ended June 30, 2011	$	120,199

Heritage Aggregates Product Line:
Volume strength		30,935
Pricing strength		15,614
Increase in noncontrollable energy costs		(4,257)
Increase in other production costs		(12,057)
Increase in nonproduction costs		(16,968)
Inventory change		(1,674)

Increase in Heritage Aggregates Product Line gross profit		11,593
Aggregates Business – acquired locations		(1,180)
Specialty Products		355
Corporate		(429)
Other		(4,620)

Increase in consolidated gross profit		5,719

Consolidated gross profit, quarter ended June 30, 2012	$	125,918

The heritage aggregates product line continues to absorb the significant financial impact of higher energy expenses, particularly diesel fuel, which represents the single largest component of its energy costs. For the first six months, the Aggregates business paid an average of $3.14 per gallon in 2012 compared with $2.95 in the prior-year period.

For the six months ended June 30, 2012, other production costs for the heritage aggregates product line increased $12.1 million over the prior-year period due to higher costs for labor, repairs, supplies and royalty expenses. Direct production costs per ton increased 1% over the comparable prior-year period as increased year-to-date production improved operating efficiency.

Nonproduction costs for the heritage aggregates product line increased $17.0 million compared with the prior-year period. Internal freight costs for the heritage aggregates operations increased $9.9 million compared with the prior-year period. While higher diesel fuel costs experienced during the first quarter contributed to the increase in internal freight costs, the rail component increased due to increased shipments to materials yards, particularly in the West Group. Additionally, resale material costs increased significantly as the Corporation has been unable to produce enough material to support well drilling for the oil and gas industry, particularly in the Mideast Group, and purchased the products for its customers.

Page 36 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Consolidated SG&A expenses were 8.1% of net sales, a 40-basis-point reduction compared with the prior-year period. On an absolute basis, SG&A expenses increased $8.7 million, as expected, primarily related to the acquired operations in the Denver, Colorado market.

During the six months ended June 30, 2012, the Corporation incurred $35.1 million of business development costs.

For the six months ended June 30, consolidated other operating income and expenses, net, was income of $1.5 million in 2012 compared with income of $2.4 million in 2011, primarily as a result of higher gains on the sale of assets in 2011.

Interest expense was $26.7 million for the six months ended June 30, 2012 compared with $31.9 million for the prior-year period. The decrease in 2012 was due to a higher mix of variable-rate debt which currently bears a lower interest rate than the Corporation’s fixed-rate debt.

In addition to other offsetting amounts, other nonoperating income and expenses, net, are comprised generally of interest income and net equity earnings from nonconsolidated investments. Consolidated other nonoperating income and expenses, net, for the six months ended June 30, was income of $1.9 million in 2012 compared with an expense of $0.1 million in 2011, primarily as a result of a bond repurchase at a discount in 2012.

LIQUIDITY AND CAPITAL RESOURCES

Excluding the impact of business development expenses, cash provided by operating activities for the six months ended June 30 was $52.6 million in 2012 compared with $56.7 million for 2011. Operating cash flow is primarily derived from consolidated net earnings or loss, before deducting depreciation, depletion and amortization, and offset by working capital requirements. Depreciation, depletion and amortization were as follows:


	Six Months Ended June 30,
	2012		2011
	(Dollars in Thousands)
Depreciation	$	84,056	$	83,532
Depletion		1,903		1,347
Amortization		2,776		1,574

	$	88,735	$	86,453

Page 37 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Additionally, the Corporation’s December 2011 asset exchange changed the timing of cash flows throughout the year, with increased cash flows generated by the Denver operations expected to be realized later in the year. Cash used for operating activities by the Denver operations was approximately $39 million during the first six months of 2012. Days sales outstanding was 43 days, down from 44 days in 2011.

The seasonal nature of the construction aggregates business impacts quarterly operating cash flow when compared with the full year. Full year 2011 net cash provided by operating activities was $259.1 million compared with $56.7 million for the first six months of 2011.

Capital expenditures, exclusive of acquisitions, for the first six months were $66.3 million in 2012 and $58.7 million in 2011. During 2012, the Corporation incurred $22 million for the construction of a dolomitic lime kiln at its Specialty Products location in Woodville, Ohio. This project is expected to be substantially completed during the fourth quarter. Once completed, the new kiln is expected to generate annual net sales ranging from $22 million to $25 million. Full-year capital spending, exclusive of acquisitions, if any, is expected to be approximately $155 million. Comparable full-year capital expenditures were $155.4 million in 2011.

On January 23, 2012, the Corporation repurchased $20.0 million par value of its outstanding 6.25% Senior Notes due 2037 at 90.75. This repurchase was financed with borrowings of $18.2 million under the Corporation’s Revolving Facility.

The Corporation can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors. The Corporation did not repurchase any shares of common stock during the six months ended June 30, 2012 and 2011. Management currently has no intent to repurchase any shares of its common stock. At June 30, 2012, 5,042,000 shares of common stock were remaining under the Corporation’s repurchase authorization.

The Credit Agreement (which consists of the Term Loan Facility and a $350 million Revolving Facility) and the AR Credit Facility require the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing twelve month period (the “Ratio”) to not exceed 3.5x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its ratings on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if there are no amounts outstanding under both the Revolving Facility and the AR Credit Facility, consolidated debt, including debt guaranteed by the Corporation, will be reduced for purposes of the covenant calculation by the Corporation’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million (hereinafter, “net debt”).

Page 38 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

In 2012, the Corporation amended the Ratio to ensure that the impact of business development costs and the seasonal working capital requirements for the acquired Colorado operations do not impair liquidity available under the Corporation’s Credit Agreement and AR Credit Facility. The amendments temporarily increase the maximum Ratio to 3.95x at June 30, 2012, stepping down to 3.75x at September 30, 2012. The Ratio returns to the pre-amendment maximum of 3.50x for the December 31, 2012 calculation date. The amendments also allow the Corporation to exclude debt associated with the acquired Colorado operations from the Ratio at June 30, 2012, which was allowed only through the March 31, 2012 calculation date prior to the amendments.

The Ratio is calculated as debt, including debt guaranteed by the Corporation, divided by consolidated EBITDA, as defined, for the trailing twelve months. Consolidated EBITDA is generally defined as earnings before interest expense, income tax expense, and depreciation, depletion and amortization expense for continuing operations. Additionally, stock-based compensation expense is added back and interest income is deducted in the calculation of consolidated EBITDA. Certain other nonrecurring noncash items, if they occur, can affect the calculation of consolidated EBITDA.

At June 30, 2012, the Corporation’s ratio of consolidated debt to consolidated EBITDA, as defined, for the trailing twelve months EBITDA was 3.63 times and was calculated as follows (dollars in thousands):


	Twelve Month Period July 1, 2011 to June 30, 2012

Earnings from continuing operations attributable to Martin Marietta Materials, Inc.		$ 68,109
Add back:
Interest expense		53,439
Income tax expense		11,954
Depreciation, depletion and amortization expense		166,660
Stock-based compensation expense		9,748
Deduct:
Interest income		(567)

Consolidated EBITDA, as defined		$ 309,343

Consolidated debt, including debt guaranteed by the Corporation and excluding specified acquisition debt, at June 30, 2012		$ 1,124,376
Deduct:
Unrestricted cash and cash equivalents in excess of $50,000 at June 30, 2012		--

Consolidated net debt, as defined, at June 30, 2012		$ 1,124,376

Consolidated debt to consolidated EBITDA, as defined, at June 30, 2012 for the trailing twelve months EBITDA		3.63 X

Page 39 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

In the event of a default on the Ratio, the lenders can terminate the Credit Agreement and AR Credit Facility and declare any outstanding balances as immediately due.

Cash on hand, along with the Corporation’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, are expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise and allow for payment of dividends for the foreseeable future. At June 30, 2012, the Corporation had $202.5 million of unused borrowing capacity under its Revolving Facility, subject to complying with the related leverage covenant, and no available borrowings under its AR Credit Facility. The Credit Agreement expires on March 31, 2015 and the AR Credit Facility, as amended, terminates on April 20, 2013.

The Corporation may be required to obtain financing to fund certain strategic acquisitions, if any such opportunities arise, or to refinance outstanding debt. A strategic acquisition of size for cash would likely require an appropriate balance of newly-issued equity with debt in order to maintain an investment-grade credit rating. Furthermore, the Corporation is exposed to the credit markets, through the interest cost related to its variable-rate debt, which includes borrowings under its Revolving Facility, Term Loan Facility and AR Credit Facility, and the interest cost related to its commercial paper program, to the extent that it is available to the Corporation. The Corporation is currently rated by three credit rating agencies, and while two of those agencies’ credit ratings are investment-grade level, on July 12, 2012, the third agency reduced its rating to one level below investment grade. The Corporation’s composite credit rating remains at investment-grade level, which facilitates obtaining financing at lower rates than noninvestment-grade ratings. While management believes its composite credit ratings will remain at an investment-grade level, no assurance can be given that these ratings will remain at current levels.

TRENDS AND RISKS The Corporation outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

On July 31, 2012, as part of the state of Georgia’s Transportation Investment Act of 2010, three special tax districts in the state approved a referendum to levy a 1% sales tax for 10 years to fund transportation projects in their districts. The combined projected revenues from the tax for the three districts are $1.8 billion over the 10-year period.

Page 40 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

OUTLOOK

With the challenges of 2011 and the first half of 2012 behind the Corporation, management remains optimistic for the Corporation’s second half performance and outlook for 2013. The passage of MAP-21, which is essentially a final three-month continuing resolution through September 30, 2012, followed by a two-year federal highway bill, provides the Corporation with a solid foundation for infrastructure construction. Since, as previously stated, the Corporation does not expect a notable volume impact from this legislation before 2013, heritage infrastructure end-use market volume for full year 2012 are expected to range from flat to down slightly. Management anticipates double-digit volume growth in the heritage nonresidential end-use market, driven primarily by increased energy shipments, although some energy-sector activity will continue to be affected by natural gas prices, the timing of lease commitments for oil and natural gas companies, geographic transitions and weather conditions. The rate of improvement in the heritage residential end-use market is expected to accelerate over the rate of improvement in 2011. Finally, heritage ChemRock/Rail shipments should be flat to down slightly.

As such, management anticipates heritage aggregates product line shipments for the full year to increase 4% to 5% and pricing to increase 2% to 4%. A variety of factors beyond the Corporation’s direct control may exert pressure on aggregates volumes and the forecasted pricing increase is not expected to be uniform across the company. Heritage aggregates product line direct production costs per ton are expected to be flat compared with 2011 in spite of management’s expectation to reduce production as part of controlling inventory levels.

As previously communicated, the platform acquisition of the Denver, Colorado-based business is consistent with one of management’s core long-term strategies, which is to be in attractive growth areas with a leading market position – thereby permitting greater operational efficiencies, customer service and growth opportunities. Economic forecasts consistently show Denver’s population growing at a faster-than-average pace, with commensurate jobs growth, supporting management’s optimism for increased construction activity. Overall, as the Corporation integrates the Denver operations into its disciplined cost structure, management estimates that the asset exchange will be neutral to its full-year EBITDA. Management expects that this acquisition will be accretive in 2013.

Earnings for the Specialty Products segment should be approximately $68 million to $70 million. Steel utilization and natural gas prices are two key drivers for this segment.

Page 41 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

SG&A expenses, excluding the incremental expense related to the acquired operations in Denver and systems upgrades, are expected to decline slightly. Management expects improvement in SG&A expenses related to the Denver operations as it completes the integration. Interest expense should remain relatively flat compared with 2011. The Corporation’s effective tax rate is expected to approximate 23%, excluding discrete events. Capital expenditures are forecast at $155 million, which includes the remainder of the $53 million Specialty Products kiln project.

The full-year estimated outlook includes management’s assessment of the likelihood of certain risk factors that will affect performance. The most significant risk to 2012 performance will be the United States economy and its impact on construction activity. Other risks related to the Corporation’s future performance include, but are not limited to: both price and volume and include a recurrence of widespread decline in aggregates volume negatively affecting aggregates price; the termination, capping and/or reduction of the federal and/or state gasoline tax(es) or other revenue related to infrastructure construction; a significant change in the funding patterns for traditional federal, state and/or local infrastructure projects; a decline in nonresidential construction; a decline in drilling activity resulting from certain regulatory or economic factors; a slowdown in the residential construction recovery; or some combination thereof; and a reduction in ChemRock/Rail shipments resulting from declining coal traffic on the railroads. Further, increased highway construction funding pressures resulting from either federal or state issues can affect profitability. Currently, nearly all states have general fund budget pressures driven by lower tax revenues. If these pressures negatively affect transportation budgets more than in the past, construction spending could be reduced. North Carolina and Texas, states disproportionately affecting the Corporation’s revenue and profitability, are among the states experiencing these fiscal pressures, although recent statistics indicate that transportation budgets and tax revenues are increasing.

The Corporation’s principal business serves customers in construction aggregates-related markets. This concentration could increase the risk of potential losses on customer receivables; however, payment bonds normally posted on public projects, together with lien rights on private projects, help to mitigate the risk of uncollectible receivables. The level of aggregates demand in the Corporation’s end-use markets, production levels and the management of production costs will affect the operating leverage of the Aggregates business and, therefore, profitability. Production costs in the Aggregates business are also sensitive to energy prices, both directly and indirectly. Diesel fuel and other consumables change production costs directly through consumption or indirectly by increased energy-related input costs, such as, steel, explosives, tires and conveyor belts. Fluctuating diesel fuel pricing also affects transportation costs, primarily through fuel surcharges in the Corporation’s long-haul distribution network. The Specialty Products business is sensitive to changes in domestic steel capacity utilization and the absolute price and fluctuations in the cost of natural gas. However, due to recent technology developments allowing the harvesting of abundant natural gas supplies in the U.S., natural gas prices have stabilized.

Page 42 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Transportation in the Corporation’s long-haul network, particularly rail cars and locomotive power to move trains, affects its ability to efficiently transport material into certain markets, most notably Texas, Florida and the Gulf Coast. The availability of trucks to transport the Corporation’s product, particularly in markets experiencing increased demand due to energy sector activity, is also a risk. The Aggregates business is also subject to weather-related risks that can significantly affect production schedules and profitability. The first and fourth quarters are most adversely affected by winter weather, and the acquisitions of operations in the Denver, Colorado, market increased the Corporation’s exposure to winter weather. Hurricane activity in the Atlantic Ocean and Gulf Coast generally is most active during the third and fourth quarters.

Risks to the full-year outlook include shipment declines as a result of economic events beyond the Corporation’s control. In addition to the impact on nonresidential and residential construction, the Corporation is exposed to risk in its estimated outlook from credit markets and the availability of and interest cost related to its debt.

The Corporation’s future performance is also exposed to risk from tax reform at the federal and state levels.

OTHER MATTERS If you are interested in Martin Marietta Materials, Inc. stock, management recommends that, at a minimum, you read the Corporation’s current Annual Report and Forms 10-K, 10-Q and 8-K reports to the SEC over the past year. The Corporation’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Corporation’s website at www.martinmarietta.com and are also available at the SEC’s website at www.sec.gov. You may also write or call the Corporation’s Corporate Secretary, who will provide copies of such reports.

Investors are cautioned that all statements in this Quarterly Report that relate to the future involve risks and uncertainties, and are based on assumptions that the Corporation believes in good faith are reasonable but which may be materially different from actual results. Forward-looking statements give the investor the Corporation’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of the Corporation’s forward-looking statements here and in other publications may turn out to be wrong.

Page 43 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

Factors that the Corporation currently believes could cause actual results to differ materially from the forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, the performance of the United States economy; widespread decline in aggregates pricing; 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 and most particularly in North Carolina, one of the Corporation’s largest and most profitable states, and Texas, Iowa, Georgia and South Carolina, which when coupled with North Carolina, represented 57% of 2011 net sales of the Aggregates business; 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 the Corporation serves; 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 the Corporation; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost of other consumables, namely steel, explosives, tires, conveyor belts, and with respect to the Specialty Products segment, natural gas; continued increases in the cost of other repair and supply parts; transportation availability, notably the availability of railcars and locomotive power to move trains to supply the Corporation’s Texas, Florida and Gulf Coast 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 the Corporation’s dolomitic lime products; inflation and its effect on both production and interest costs; ability to successfully integrate acquisitions quickly and in a cost-effective manner and achieve anticipated profitability to maintain compliance with the Corporation’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase the Corporation’s tax rate; violation of the Corporation’s debt covenant if price and/or volumes returns to previous levels of instability; downward pressure on the Corporation’s common stock price and its impact on goodwill impairment evaluations; and other risk factors listed from time to time found in the Corporation’s filings with the Securities and Exchange Commission.

Other factors besides those listed here may also adversely affect the Corporation, and may be material to the Corporation. The Corporation assumes no obligation to update any such forward-looking statements.

Page 44 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Second Quarter Ended June 30, 2012

(Continued)

INVESTOR ACCESS TO COMPANY FILINGS Shareholders may obtain, without charge, a copy of Martin Marietta Materials, Inc.’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2011, by writing to:

Martin Marietta Materials, Inc.

Attn: Corporate Secretary

2710 Wycliff Road

Raleigh, North Carolina 27607-3033

Additionally, Martin Marietta Materials, Inc.’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Corporation’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 788-4367

Website address: www.martinmarietta.com

Information included on the Corporation’s website is not incorporated into, or otherwise create a part of, this report.

Page 45 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Corporation’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs.

Management has considered the current economic environment and its potential impact to the Corporation’s business. Demand for aggregates products, particularly in the nonresidential and residential construction markets, could decline if companies and consumers are unable to obtain financing for construction projects or if an economic recession causes delays or cancellations to capital projects. Additionally, declining tax revenues and state budget deficits have negatively affected states’ abilities to finance infrastructure construction projects.

Demand in the residential construction market is affected by interest rates. The Federal Reserve kept the federal funds rate at zero percent during the quarter ended June 30, 2012. The residential construction market accounted for approximately 8% of the Corporation’s heritage aggregates product line shipments in 2011.

Aside from these inherent risks from within its operations, the Corporation’s earnings are affected also by changes in short-term interest rates as a result of any temporary cash investments, including money market funds and Eurodollar time deposit accounts; any outstanding variable-rate borrowing facilities; and defined benefit pension plans. Additionally, the Corporation’s earnings are affected by energy costs. The Corporation has no material counterparty risk.

Variable-Rate Borrowing Facilities. The Corporation has a $600 million Credit Agreement, comprised of a $350 million Revolving Facility and $250 million Term Loan Facility, and a $100 million AR Credit Facility. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on borrowings of $490 million, which is the collective outstanding balance at June 30, 2012, would increase interest expense by $4.9 million on an annual basis.

Pension Expense. The Corporation’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the defined benefit pension plans only, the expected long-term rate of return on assets. Therefore, the Corporation has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Corporation’s annual pension expense is discussed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012.

Page 46 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

Energy Costs. Energy costs, including diesel fuel, natural gas and liquid asphalt, represent significant production costs for the Corporation. A hypothetical 10% change in the Corporation’s energy prices in 2012 as compared with 2011, assuming constant volumes, would impact annual 2012 pretax earnings by approximately $16.8 million.

Aggregate Risk for Interest Rates and Energy Costs. Pension expense for 2012 is calculated based on assumptions selected at December 31, 2011. Therefore, interest rate risk in 2012 is limited to the potential effect related to the Corporation’s borrowings under variable-rate facilities. The effect of a hypothetical increase in interest rates of 1% on $490 million of variable-rate borrowings outstanding at June 30, 2012 would increase interest expense on an annual basis by $4.9 million. Additionally, a 10% change in energy prices compared with 2011 would impact annual pretax earnings by $16.8 million.

Item 4. Controls and Procedures

As of June 30, 2012, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Corporation’s disclosure controls and procedures. As permitted by the Securities and Exchange Commission, the Corporation’s management excluded its newly-acquired Denver operations from its evaluation of disclosure controls and procedures as of June 30, 2012. These Denver operations accounted for approximately 7% of the Company’s consolidated total assets at December 31, 2011. Based on that evaluation, the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2012. There were no changes in the Corporation’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Page 47 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

Item 1. Legal Proceedings.

Reference is made to Part I. Item 3. Legal Proceedings of the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the year ended December 31, 2011.

Item 1A. Risk Factors.

Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs


April 1, 2012 – April 30, 2012		--		$ --		--		5,041,871

May 1, 2012 – May 31, 2012		--		$ --		--		5,041,871

June 1, 2012 – June 30, 2012		--		$ --		--		5,041,871


Total		--		$ --		--		5,041,871

The Corporation’s initial stock repurchase program, which authorized the repurchase of 2.5 million shares of common stock, was announced in a press release dated May 6, 1994, and has been updated as appropriate. The program does not have an expiration date.

Item 4. Mine Safety Disclosures.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

Page 48 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

PART II-OTHER INFORMATION

(Continued)

Item 6. Exhibits.


Exhibit No.		Document

10		Martin Marietta Materials Inc. Third Amended and Restated Supplemental Excess Retirement Plan dated May 24, 2012

31.01		Certification dated August 6, 2012 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02		Certification dated August 6, 2012 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01		Written Statement dated August 6, 2012 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02		Written Statement dated August 6, 2012 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95		Mine Safety Disclosures

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase

Page 49 of 51

SIGNATURES

Pursuant to the requirements 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.


	MARTIN MARIETTA MATERIALS, INC.
	(Registrant)
Date: August 6, 2012	By:	/s/ Anne H. Lloyd
		Anne H. Lloyd
		Executive Vice President and
		Chief Financial Officer

Page 50 of 51

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2012

EXHIBIT INDEX


Exhibit No.		Document

10		Martin Marietta Materials Inc. Third Amended and Restated Supplemental Excess Retirement Plan dated May 24, 2012

31.01		Certification dated August 6, 2012 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02		Certification dated August 6, 2012 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01		Written Statement dated August 6, 2012 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02		Written Statement dated August 6, 2012 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95		Mine Safety Disclosures

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase

Page 51 of 51

Martin Marietta Materials Inc. Third Amended and Restated Supplemental Excess

EXHIBIT 10

MARTIN MARIETTA MATERIALS, INC.

THIRD AMENDED AND RESTATED

SUPPLEMENTAL EXCESS RETIREMENT PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN

The Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (“Plan”) is hereby established by Martin Marietta Materials, Inc., a North Carolina corporation (the “Corporation”). The purpose of this Plan is to provide additional, supplemental benefits to employees of Martin Marietta Materials, Inc. and certain of its subsidiaries or affiliates to replace vested retirement and death benefits that would otherwise be payable under certain other retirement plans of the Corporation and such subsidiaries or affiliates but for:

(1) the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (“Code”); and

(2) the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i).

Lockheed Martin Corporation, as successor to Martin Marietta Corporation, maintained the Martin Marietta Corporation Supplemental Excess Retirement Plan (the “Martin Marietta Corporation Plan”) effective September 28, 1978. This Plan is intended to supersede and replace the Martin Marietta Corporation Plan with respect to Employees covered by this Plan.

This Plan is intended to be unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

SECTION 2.

DEFINITIONS

The following terms as used in this Plan shall have the following meanings:

“Administrator” (within the meaning of Section 3(16)(A) of ERISA) means Martin Marietta Materials, Inc. Martin Marietta Materials, Inc.’s responsibilities as Administrator, under this Plan and under law, shall, except as otherwise provided in this Plan, be carried out by or under the supervision of a Benefit Plan Committee appointed by and serving at the pleasure of Martin Marietta Materials, Inc.

“Base Salary” means the highest annual rate of base salary that the Employee receives from the Corporation or its affiliates in any pay period within the twelve-month period ending on the date of a Change of Control.

“Board” means the Board of Directors of the Corporation.

Page 1 of 13

“Cause” means the Employee's having been convicted in a court of competent jurisdiction of a felony or has been adjudged by a court of competent jurisdiction to be liable for fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the Company, and such conviction or adjudication has become final and non-appealable. The Employee shall not be deemed to have been terminated for Cause, unless the Corporation shall have given the Employee (A) notice setting forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination for Cause, (B) a reasonable opportunity for the Employee, together with his counsel, to be heard before the Board and (C) a notice of termination stating that, in the reasonable judgment of the Board, the Employee was guilty of conduct set forth in the preceding sentence, and specifying the particulars thereof in reasonable detail.

“Change of Control” means:

(i) The acquisition on or after October 18, 1996 by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (an “Acquiring Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (A) the fully diluted shares of common stock of the Corporation, as reflected on the Corporation’s financial statements (the “Outstanding Corporation Common Stock”), or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (X) any acquisition by the Corporation or any “affiliate” of the Corporation, within the meaning of 17 C.F.R. § 230.405 (an “Affiliate”), (Y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Affiliate of the Corporation or (Z) any acquisition by any entity pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this definition; or

(ii) Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, and (B) no Person (excluding any employee

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benefit plan (or related trust) sponsored or maintained by the Corporation or any Affiliate of the Corporation, or such corporation resulting from such Business Combination or any Affiliate of such corporation) beneficially owns, directly or indirectly, 40% or more of, respectively, the fully diluted shares of common stock of the corporation resulting from such Business Combination, as reflected on such corporation’s financial statements, or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

“Corporation” means Martin Marietta Materials, Inc.

“Death” means a death that occurs other than by reason of suicide.

“Disability” means a medically determined physical or mental impairment that qualifies the Employee for benefits under the Company’s long-term disability program, provided that the Employee would be considered “disabled” under Treas. Reg. § 1.409A-3(i)(4). An Employee shall not be deemed to have incurred a Disability until such benefits actually become payable (i.e., after any applicable waiting period). If the Corporation does not maintain a long-term disability program, or if the Employee does not elect coverage under such program, Disability shall have the meaning ascribed to it by Treas. Reg. § 1.409A-3(i)(4).

“Employee” means a person employed by the Corporation or a subsidiary or affiliate and who is a participant of a Retirement Plan of the Corporation.

“Good Reason” means (i) a good faith determination by the Employee that the Corporation or any of its officers has (A) taken any action which materially and adversely changes the Employee’s position (including titles), authority or responsibilities with the Corporation or reduces the Employee’s ability to carry out his duties and responsibilities with the Corporation or (B) has failed to take any action where such failure results in material and adverse changes in the Employee’s position, (including titles), authority or responsibilities with the Corporation or reduces the Employee’s ability to carry out his duties and responsibilities with the Corporation; (ii) a reduction in the Employee’s Base Salary or other forms of compensation (including, without limitation, any equity compensation); or (iii) requiring the Employee to be employed at any location more than 35 miles further from his principal residence than the location at which the Employee was employed immediately preceding the Change of Control, in any case of (i), (ii) or (iii) without the Employee’s prior written consent.

“Incumbent Board” means a member of the Board of Directors of the Corporation who is not an Acquiring Person, or an affiliate (as defined in Rule 12b-2 of the Exchange Act) or an associate (as defined in Rule 12b-2 of the Exchange Act) of an Acquiring Person, or a representative or nominee of an Acquiring Person.

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“Lump Sum Value” means the actuarial present value of a Participant’s benefits based upon the assumptions used to determine lump sum value under the applicable provisions of the Retirement Plan for the purpose of determining whether the Retirement Plan benefit shall be paid in a lump-sum settlement, provided that for the purposes of this Plan the applicable look-back month shall be second calendar month immediately preceding the calendar month that contains the annuity starting date for the distribution. Notwithstanding anything in this Plan to the contrary, the Corporation cannot amend this Plan to revise the definition of “Lump Sum Value” or to revise any of the assumptions, components or inputs used to calculate Lump Sum Value.

“Participant” means an Employee to whom this Plan applies as provided in Section 3 or, (except as otherwise prohibited by the context) upon and following such Participant’s death, his surviving spouse or beneficiary(ies), if any, with respect to any death benefit payable to them under this Plan.

“Retirement Plan” means the Martin Marietta Materials, Inc. Pension Plan for Salaried Employees as in effect from time to time (including such plan as it may be renamed and including any successor plan thereto for salaried employees or the portion of a plan which portion is a separate benefit structure for salaried employees and is a successor thereto).

“Termination of Employment” means any cessation of a Participant’s employment by the Corporation that constitutes a “separation from service” within the meaning of Treas. Reg. 1.409A-1(h), including any such cessation by reason of death, which shall be deemed to occur immediately following the date on which the Participant separates from service.

“Tier One Participants” means those Participants who are parties to a Tier One Employment Protection Agreement with the Corporation.

SECTION 3.

ELIGIBILITY

This Plan shall apply to any Employee who is a participant in the Retirement Plan and whose benefits under the Retirement Plan are limited or reduced by the limitations of Section 401(a)(17) or 415 of the Code, and, in the case of death, whose death benefits under the Retirement Plan are limited or reduced by the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i).

SECTION 4.

AMOUNT OF BENEFITS

4.1 A Participant shall receive a retirement from this Plan equal to the excess, if any, of (1) the benefit (adjusted by Section 11 if applicable) that would have been paid under the Retirement Plan (as the same may be in effect from time to time) if the Retirement Plan did not include the limitations imposed by Sections 401(a)(17) and 415 of the Code over (2) the benefit actually payable under the Retirement Plan.

4.2 The designated Retirement Plan beneficiary of a Participant who is entitled to receive a death benefit under Article VIII, Pre-Retirement Death Benefit, of the Retirement Plan shall

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receive a lump sum pre-retirement death benefit from this Plan equal to the excess, if any, of (1) the lump sum pre-retirement death benefit which would have been paid to such designated beneficiary pursuant to the Retirement Plan if such payment were not limited by (i) Section 401(a)(17) of the Code and (ii) the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i) (as interpreted in Revenue Ruling 85-15) over (2) the lump sum death benefit actually payable under Article VIII of the Retirement Plan.

4.3 The surviving spouse of a Participant who is entitled to receive a death benefit under Article VII, Pre-Retirement Surviving Spouse Benefit, of the Retirement Plan shall receive a lump sum pre-retirement death benefit actuarially equivalent to the pre-retirement surviving spouse annuity from this Plan equal to the excess, if any, of (1) the pre-retirement surviving spouse annuity benefit which would have been paid to such surviving spouse pursuant to the Retirement Plan if such payment were not limited by (i) Sections 401(a)(17) and 415 of the Code and (ii) the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i) (as interpreted in Revenue Ruling 85-15) over (2) the pre-retirement surviving spouse annuity benefit actually payable under Article VII of the Retirement Plan.

4.4 In no event shall the computation of benefits under this Plan take into account any service performed by a Participant after separation from employment with the Corporation or its subsidiaries and affiliates. (This limitation is not intended to prevent the addition of years of credited service as provided in Section 11.)

4.5 Benefits shall be payable under this Plan only to Participants who retire or otherwise terminate employment from the Corporation or any designated subsidiary or affiliate after the effective date of this Plan or, with respect to death benefits under Sections 4.2 and 4.3, who die after the effective date of this Plan. (Any former Employee who was covered under the Martin Marietta Corporation Plan and whose benefits commenced prior to such effective date under the Martin Marietta Corporation Plan shall continue to receive from this Plan the same benefits such former Employee was receiving under the Martin Marietta Corporation Plan.) The benefit payable to or with respect to a Participant under this Plan shall be determined based on the Participant’s entire Retirement Plan benefit without distinction as to what part of such benefit, if any, may have accrued before and what part after the effective date of this Plan.

4.6 A Participant shall be entitled to receive vested retirement and death benefits under this Plan if and only if the Participant’s retirement benefit under the Retirement Plan is vested.

SECTION 5. PAYMENTS OF BENEFITS

5.1 Any benefit payable under the Plan shall be paid upon the lapse of six months following the Participant’s Termination of Employment in the form of a cash lump sum payment equal to the Lump Sum Value of the benefits as of the date of such Termination of Employment.

5.2 If the Lump Sum Value of the benefit under this Plan and any other deferred amounts under agreements, methods, programs, or other arrangements treated with the Plan as a single nonqualified deferred compensation plan under Treas. Reg. 1.409A-1(c)(2) is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code as of the Participant’s

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Termination of Employment (or at such other time determined by the Administrator in its discretion), the Participant’s benefit under this Plan shall be paid out in a cash lump sum as soon as practicable following the Participant’s Termination of Employment (or such other time determined by the Plan Administrator).

5.3 Any amount required to be withheld under applicable Federal, state and local income tax laws shall be withheld from any payments under this Plan and the amount of the payments shall be reduced by the amount so withheld.

5.4 All payments under this Plan shall be made from the general funds of the Corporation. The Corporation may, at its discretion, establish a trust to hold assets from which benefits payments may be made. This Plan is intended in all events to be unfunded within the meaning of ERISA and for all purposes under the Code.

SECTION 6.

BENEFICIARY DESIGNATION

The Participant may designate a beneficiary to receive after the Participant’s death any benefit payment to be made after the Participant’s death, which beneficiary is different from the person who is receiving the Retirement Plan. Such beneficiary designation must be made and received by the Administrator prior to the Participant’s death. In the absence of such a designation, the benefits shall be paid to same person who is receiving the Retirement Plan benefits.

SECTION 7.

AMENDMENT AND TERMINATION

The Corporation may:

(1) terminate this Plan with respect to future Participants or future benefit accruals for current Participants; and

(2) amend this Plan in any respect, at any time (except that the definition of “Lump Sum Value” and any of the assumptions, components or inputs used to calculate Lump Sum Value may not be amended).

However, without the agreement of the Participant, no such termination or amendment may reduce the amount of any then accrued benefit of any Participant or otherwise diminish the rights of any Participant with respect to such accrued benefit and any such purported termination or amendment shall be void. The prohibition against reduction in the accrued benefit shall not be interpreted in any manner that would result in a Participant, beneficiary or surviving spouse actually receiving from the Retirement Plan and this Plan, combined, a benefit greater than such person would be entitled to receive under the Retirement Plan alone (except as a result of Section 13) if the limitations of Sections 401(a)(17) and 415 of the Code and the incidental death benefit rule of Treas. Reg. § 1.401-1(b)(1)(i) (as interpreted in Revenue Ruling 85-15) did not apply.

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SECTION 8.

ADMINISTRATION

8.1 The Corporation is the plan sponsor under Section 3(16)(B) of ERISA.

8.2 The Administrator is the named fiduciary of this Plan and as such shall have the authority to control and manage the operation and administration of this Plan except as otherwise expressly provided in this plan document. The named fiduciary may designate persons other than the named fiduciary to carry out fiduciary responsibilities under this Plan.

8.3 The Administrator has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations that it believes are necessary or appropriate to carry out this Plan.

8.4 The Administrator has the discretion as a Plan fiduciary (i) to interpret and construe the terms and provisions of this Plan (including any rules or regulations adopted under this Plan), (ii) to determine eligibility to participate in this Plan and (iii) to make factual determinations in connection with any of the foregoing. A decision of the Administrator with respect to any matter pertaining to this Plan including without limitation the Employees determined to be Participants, the benefits payable, and the construction or interpretation of any provision thereof, shall be conclusive and binding upon all interested persons.

SECTION 9. CLAIMS PROCEDURE

9.1 A Participant with an interest in this Plan shall have the right to file a claim for benefits under this Plan and to appeal any denial of a claim for benefits. Any request for a Plan benefit or to clarify the Participant’s rights to future benefits under the terms of this Plan shall be considered to be a claim.

9.2 A claim for benefits will be considered as having been made when submitted by the Participant (or by such claimant’s authorized representative) to the Administrator. No particular form is required for the claim, but the written claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may be delivered personally during normal business hours or mailed to the Administrator.

9.3 The Administrator will determine whether, or to what extent, the claim may be allowed or denied under the terms of this Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice within 90 days after the day the claim is submitted unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. Such extension may not exceed an additional 90 days from the end of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render the final decision. If written notice of denial of a claim (in whole or in part) is not furnished within the initial 90-day period after the claim is sent to the Administrator (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial.

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9.4 The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason(s) for the denial.

(2) Specific reference to pertinent Plan provisions on which the denial is based.

(3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(4) Appropriate information as to the steps to be taken if the participant or beneficiary wishes to submit his claim for review.

9.5 If the claim is wholly or partially denied, the claimant (or his authorized representative) may file an appeal of the denied claim with the Administrator requesting that the claim be reviewed. The Administrator shall conduct a full and fair review of each appealed claim and its denial. Unless the Administrator notifies the claimant that due to the nature of the benefit and other attendant circumstances he is entitled to a greater period of time within which to submit his request for review of a denied claim, the claimant shall have 60 days after he (or his authorized representative) receives written notice of denial of his claim within which such request must be submitted to the Administrator.

9.6. The request for review of a denied claim must be made in writing. In connection with making such request, the claimant or his authorized representative may:

(1)

Review pertinent documents.

(2)

Submit issues and comments in writing.

9.7 The decision of the Administrator regarding the appeal shall be promptly given to the claimant in writing and shall normally be given no later than 60 days following the receipt of the request for review. However, if special circumstances (for example, if the Administrator decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than 120 days after receipt of the request for review. However, if the Administrator holds regularly scheduled meetings at least quarterly, a decision on review shall be made by no later than the date of the meeting which immediately follows the Administrator’s receipt of a request for review, unless the request is filed within 30 days preceding the date of such meeting. In such case, a decision may be made by no later than the date of the second meeting following the Administrator’s receipt of the request for review. If special circumstances (for example, if the Administrator decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than the third meeting following the Administrator’s receipt of the request for review. If special circumstances require that the decision will be made beyond the initial time for furnishing the decision, written notice of the extension shall be furnished to the claimant (or his authorized representative) prior to the commencement of the extension. The decision on review shall be in writing and shall be furnished to the claimant or to his authorized representative within the appropriate time for the decision. If a written decision on review is not furnished within the appropriate time, the claim shall be deemed to have been denied on appeal.

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9.8 The Administrator may, in its sole discretion, decide to hold a hearing if it determines that a hearing is necessary or appropriate in order to make a full and fair review of the appealed claim.

9.9 The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based.

9.10 A Participant must exhaust his rights to file a claim and to request a review of the denial of his claim before bringing any civil action to recover benefits due to him under the terms of this Plan, to enforce his rights under the terms of this Plan, or to clarify his rights to future benefits under the terms of this Plan.

9.11 The Administrator shall exercise its responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe this Plan and any rules or regulations under this Plan, (2) to determine the eligibility of Employees to participate in this Plan, and the rights of Participants to receive benefits under this Plan, and (3) to make factual determinations in connection with any of the foregoing.

SECTION 10.

GENERAL PROVISIONS

10.1 Nothing in this Plan shall be deemed to give any person the right to remain in the employ of the Corporation, its subsidiaries or affiliates or affect the right of the Corporation to terminate any Participant’s employment with or without cause.

10.2 No right or interest of any person entitled to a benefit under this Plan shall be subject to voluntary or involuntary alienation, assignment, or transfer of any kind.

10.3 This Plan shall be construed and administered in accordance with the laws of the State of North Carolina to the extent that such laws are not preempted by Federal law.

SECTION 11. CHANGE OF CONTROL

11.1 In the event of a Change of Control, the Participant’s benefits under this Plan shall be determined by taking into account the rules of Section 11.2 through 11.5 (including Appendix I).

11.2 If, during the two year period following the effective date of a Change in Control, the Corporation terminates the Participant’s employment other than for Cause or Disability, or the Participant terminates his employment for Good Reason, or in the event of the Employee’s Death while in active employment with the Company, or for Tier One Participants, if, during the thirty day period following the two year anniversary of the effective date of a Change of Control, the Participant terminates his employment for any reason, then the Participant’s benefits under

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this Plan shall be determined and paid (i) as provided in Sections 11.3 through 11.5 if the Participant is a party to an Employment Protection Agreement with the Corporation, and (ii) as provided in Section 11.5 if the Participant does not have an Employment Protection Agreement with the Corporation. The application of the provisions of Sections 11.3, 11.4 and 11.5 are illustrated by the examples in Appendix I, which shall be deemed to be a part of this Plan. If for any reason benefits are not payable under this Section 11, this Section 11 shall in no way apply to or restrict the payment of benefits otherwise provided for under this Plan. For example, if following a Change in Control the Corporation terminates the Participant’s employment for Cause, then notwithstanding that the Participant shall not have his benefits determined and paid under this Section 11, the Participant shall continue to be entitled to his benefits as otherwise provided under this Plan.

11.3 For the purpose of determining the benefit under Section 4.1, the benefit that would have been paid under the Retirement Plan (but for the limitations of Sections 401(a)(17) and 415 of the Code) shall be determined by taking into account (i) the amount of the Employee’s lump sum payment under Section 3(a) of the Employee’s Employment Protection Agreement with the Corporation, as provided in Section 11.4, and (ii) additional years of credited service equal to the number (“multiplier”) that is multiplied by the Employee’s annual base salary and annual bonus (both as defined in the Employee’s Employment Protection Agreement) to determine the amount of the payment under Section 3(a) of such Employment Protection Agreement. (Such additional years of credited service shall not, however, be taken into account for vesting purposes.) In addition, for a Participant who is a party to an Employment Protection Agreement, there shall be no reduction for benefit commencement prior to age 65 and as early as age 55 on the net benefit (after reduction for the payment under the Retirement Plan) payable under this Plan.

11.4 The lump sum payment shall be taken into account by dividing the amount of the lump sum payment by the multiplier and by treating the Employee as having additional pensionable earnings, for the purpose of determining the Participant’s final-average pensionable earnings, equal to such amount for a number of additional calendar years equal to the multiplier. Moreover, such additional calendar years shall extend the number of calendar years taken into account in determining final-average pensionable earnings.

11.5 The Participant shall receive a cash lump sum payment equal to the Lump Sum Value of the benefits determined as of the Participant’s earliest retirement date (age 55 or current age if older) under this Plan. The actuarial present value shall be based on the mortality table applicable under the Retirement Plan determined as of the date of the Participant’s termination of employment and based on an interest rate of 0.0 percent. Such lump sum payment shall be paid to the Participant upon the lapse of six months following the Participant’s Termination of Employment.

11.6 In the event of a Change of Control, then with respect to any matter involving or relating to a disputed benefit under this Plan, all administrative decisions, determinations, and interpretations, administrative rules, claims decisions and the like shall be made on behalf of the Administrator only by a majority of the Incumbent Board, provided that the Incumbent Board then constitutes a majority of the Board. If the Incumbent Board does not

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then constitute a majority of the Board, then the Incumbent Board shall appoint an administrator who cannot be removed by the Corporation and such administrator shall make any such decisions, determinations, interpretations and rules. The decisions made by the administrator shall be final and binding on the parties. The Corporation shall promptly pay all reasonable legal fees and expenses incurred by the Participant with respect to any matter involving or relating to a disputed benefit under this Plan upon submission by the Participant to the Corporation of an invoice (or other similar document) that reasonably describes the fee or expense to be paid; provided, however, that the Participant shall reimburse to the Corporation the amount of any such legal fees and expenses paid by the Corporation if, with respect to any matter involving or relating to a disputed benefit under this Plan, a duly authorized court of law determines that the Participant’s claim was frivolous.

SECTION 12. COMMUTATION OF BENEFITS

If, as a result of a failure of this Plan to meet the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any benefit payment (or the value thereof) hereunder becomes taxable to a person prior to the time the benefit payment is actually received by such person, the Corporation shall accelerate the payment of an amount of such benefits to such person equal to the amount that is required to be included in the income of such person as a result of such failure. This Section 12 is intended to comply with, and shall at all times be construed as complying with, Treas. Reg. 1.409A-3(j)(4)(vii).

This Plan was originally effective as of October 18, 1996, which date shall be referred to as the effective date of this Plan. This amended and restated plan document has been adopted this 13th day of August, 2008.

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MARTIN MARIETTA MATERIALS, INC.

SUPPLEMENTAL EXCESS RETIREMENT PLAN

APPENDIX I

Example One. The application of Sections 11.3 and 11.4 is illustrated by the following example. Assume that the Employee’s lump sum payment under Section 3(a) of the Employee’s Employment Protection Agreement is three times the Employee’s annual base salary and annual bonus. The multiplier, therefore, is three (3). Assume that the Employee’s lump sum payment under Section 3(a) of the Employment Protection Agreement is $500,000. The Employee shall be entitled to three (3) additional calendar years of pensionable earnings of $250,000 each. Assume that the Retirement Plan provides that the Employee’s final-average pensionable earnings thereunder is the average of the annual pensionable earnings for the five (5) consecutive calendar years selected from the most recent ten (10) consecutive calendar years that would provide the highest average. Assume that without regard to this Plan the Participant’s pensionable earnings under the Retirement Plan for the ten (10) most recent consecutive calendar years are:


Year 1	=	$	190,000
Year 2	=	$	195,000
Year 3	=	$	200,000
Year 4	=	$	195,000
Year 5	=	$	210,000
Year 6	=	$	220,000
Year 7	=	$	220,000
Year 8	=	$	250,000
Year 9	=	$	250,000
Year 10	=	$	240,000

Under the Retirement Plan, the Participant’s final-average pensionable earnings would be the average of his pensionable earnings for years 6 through 10, or $236,000. For the purpose of determining the benefit under Section 4.1 of this Plan, the benefit that would have been paid under the Retirement Plan (but for the limitations of Sections 401(a)(17) and 415 of the Code) shall be determined by taking into account pensionable earnings of $250,000 for each of three additional years, Year 11, Year 12 and Year 13, without dropping Year 1, Year 2 and Year 3, with the result that Participant’s final-average pensionable earnings would be the average of his pensionable earnings for Years 9 through 13, or $248,000 (the highest 5 consecutive calendar years out of the most recent 12 years). Assume that without regard to this Plan the Participant would have 19 years of credited service under the Retirement Plan. For the purpose of determining the benefit under Section 4.1 of this Plan, the benefit that would have been paid under the Retirement Plan (but for the limitations of Sections 401(a)(17) and 415 of the Code) shall be determined by treating the Participant as having 22 years of credited service (19 years plus 3 years (from the multiplier)). Assume that the annual retirement benefit provided under the Retirement Plan is 0.0175 multiplied by the Participant’s final-average pensionable earnings multiplied by the Participant’s years of credited service. Under the Retirement Plan the

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Participant’s annual benefit disregarding Sections 401(a)(17) and 415 of the Code would be: $236,000 X 19 X 0.0175 = $78,470. Assume that the Participant’s annual benefit under the Retirement Plan taking into account the limitations of Sections 401(a)(17) and 415 of the Code would be: $195,000 X 19 X 0.0175 = $64,837.50. Then, the Participant’s annual benefit under this Plan would be: ($248,000 X 21 X 0.0175) or $95,480 minus $64,837.50 = $30,642.50 commencing as of the Participant’s earliest retirement date (age 55); note that no reduction is applied on the net benefit ($30,642.50) for commencement as early as age 55.

Example Two. The application of Section 11.5 is illustrated by the following example. Assume that the Participant in Example One terminated employment at age 49. Assume: under the mortality table then in effect under the Retirement Plan, the actuarial present value factor at age 49 of annual benefits commencing at age 55 is 26.5. The amount of the Participant’s lump sum payment at age 49 under this Plan would be 26.5 X $30,642.50 = $812,026.25.

Example Three. The application of Section 11.5 is further illustrated by the following example. Assume the same facts as in Example One and Example Two, except that the Participant did not have an Employment Protection Agreement. Under the Retirement Plan the Participant’s annual benefit commencing at age 65 and disregarding Sections 401(a)(17) and 415 of the Code would be $236,000 x 19 x 0.0175 = $78,470.00. The annual benefit commencing at age 65 under the Retirement Plan taking into account the limitations of Sections 401(a)(17) and 415 of the Code would be $195,000 x 19 x 0.0175 = $64,837.50. Assume that the reduction factor for benefits commencing at age 55 is 0.64. Then the annual benefit commencing at age 55 under this Plan would be ($78,470.00 - $64,837.50) x 0.64 = $8,724.80 and the amount of the Participant’s lump sum payment at age 49 under this Plan would be 26.5 x $8,724.80 = $231,207.20.

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Certification of CEO

EXHIBIT 31.01

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, C. Howard Nye, certify that:

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2012	By:	/s/ C. Howard Nye
		C. Howard Nye
		President and Chief Executive Officer

Certification of CFO

EXHIBIT 31.02

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Anne H. Lloyd, certify that:

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2012	By:	/s/ Anne H. Lloyd
	Anne H. Lloyd
	Executive Vice President and Chief Financial Officer

Section 906 of CEO

EXHIBIT 32.01

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, C. Howard Nye, the Chief Executive Officer of the Registrant, certify, to the best of my knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ C. Howard Nye

C. Howard Nye

Chief Executive Officer

Dated: August 6, 2012

A signed original of this written statement required by Section 906 has been provided to Martin Marietta Materials, Inc. and will be retained by Martin Marietta Materials, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Section 906 of CFO

EXHIBIT 32.02

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Anne H. Lloyd, the Chief Financial Officer of the Registrant, certify, to the best of my knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Anne H. Lloyd

Anne H. Lloyd

Executive Vice President and Chief Financial Officer

Dated: August 6, 2012

Mine Safety Disclosures

EXHIBIT 95

MINE SAFETY DISCLOSURES

The operation of the Corporation’s domestic aggregates quarries and mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Corporation’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Corporation is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (SEC). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.

The Corporation has provided the information below in response to the SEC’s rules and regulations issued under the provisions of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Corporation’s quarries and mines operated outside the United States.

The Corporation presents the following items regarding certain mining safety and health matters for the three months ended June 30, 2012:

•

Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which the Corporation has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

•

Total number of orders issued under section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.

•

Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

•

Total number of flagrant violations under section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

•

Total number of imminent danger orders issued under section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

•

Total dollar value of proposed assessments from MSHA under the Mine Act. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

•

Total number of mining-related fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.

•

Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act. If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

•

Legal actions pending as of the last day of period.

•

Legal actions initiated during period.

•

Legal actions resolved during period.

The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. Appendix 1 shows, for each of the Corporation’s quarries and mines identified, as of June 30, 2012, the number of legal actions pending before the Commission, along with the number of legal actions initiated before the Commission during the quarter as well as resolved during the quarter. In addition, Appendix 1 includes a footnote to the column for legal actions before the Commission pending as of the last day of the period, which footnote breaks down that total number of legal actions pending by categories according to the type of proceeding in accordance with various categories established by the Procedural Rules of the Commission.

Appendix 1 attached.

APPENDIX 1


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)		Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)		Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

(45) North Indianapolis Surface	1200002		0		0		0		0		0	$	1,200		0		no		no		0		0		0
211 Quarry	4103829		1		0		0		0		0	$	0		0		no		no		0		0		0
Alabaster Quarry	103068		0		0		0		0		0	$	0		0		no		no		0		0		0
Alden Portable Sand	1302037		0		0		0		0		0	$	0		0		no		no		0		0		0
Alden Portable Plant 1	1302031		0		0		0		0		0	$	0		0		no		no		0		0		0
Alden Portable Plant 2	1302033		0		0		0		0		0	$	0		0		no		no		3		0		0
Alden Portable Wash	1302122		0		0		0		0		0	$	0		0		no		no		0		0		0
Alden Quarry	1300228		0		0		0		0		0	$	0		0		no		no		0		0		0
Alden Shop	1302320		0		0		0		0		0	$	0		0		no		no		0		0		0
American Stone Quarry	3100189		0		0		0		0		0	$	0		0		no		no		0		0		0
Ames Mine	1300014		0		0		0		0		0	$	0		0		no		no		0		0		0
Anderson Creek	4402963		0		0		0		0		0	$	0		0		no		no		0		0		0
Apple Grove	3301676		0		0		0		0		0	$	0		0		no		no		0		0		4
Appling Quarry	901083		0		0		0		0		0	$	0		0		no		no		0		0		0
Arrowood	3100059		0		0		0		0		0	$	0		0		no		no		0		0		0
Asheboro Quarry	3100066		0		0		0		0		0	$	0		0		no		no		0		0		0
Auburn, Al Quarry	100006		1		0		0		0		0	$	0		0		no		no		3		0		0
Auburn, GA Quarry	900436		0		0		0		0		0	$	0		0		no		no		0		0		0
Augusta Quarry-GA	900065		1		0		0		0		0	$	0		0		no		no		1		0		1
Augusta Quarry-KS	1400126		0		0		0		0		0	$	200		0		no		no		0		0		0
Bakers	3100071		0		0		0		0		0	$	0		0		no		no		0		0		0
Beaver Lake Quarry	4503347		0		0		0		0		0	$	0		0		no		no		0		0		0
Beckman Quarry	4101335		0		0		0		0		0	$	0		0		no		no		0		0		0
Bedrock Plant	4103283		2		0		0		0		0	$	0		0		no		no		0		0		0
Belgrade Quarry	3100064		0		0		0		0		0	$	0		0		no		no		0		0		0
Belmont Sand	1201911		0		0		0		0		0	$	0		0		no		no		0		0		0
Benson Quarry	3101979		0		0		0		0		0	$	0		0		no		no		0		0		0
Berkeley Quarry	3800072		0		0		0		0		0	$	0		0		no		no		0		0		0
Bessemer City	3101105		0		0		0		0		0	$	0		0		no		no		0		0		0
Big Springs	1400184		0		0		0		0		0	$	0		0		no		no		0		0		0
Birmingham Shop	102096		0		0		0		0		0	$	0		0		no		no		0		0		0
Black Ankle Quarry	3102220		0		0		0		0		0	$	0		0		no		no		0		0		0
Black Rock Quarry	300011		0		0		0		0		0	$	0		0		no		no		0		0		0
Black Spur Quarry	4104159		1		0		0		0		0	$	424		0		no		no		0		0		0
Blake Quarry	1401584		0		0		0		0		0	$	0		0		no		no		0		2		3
Blue Rock	3300016		0		0		0		0		0	$	0		0		no		no		0		0		0


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

Bonds	3101963		0		0		0		0		0	$	100		0	no	no		0		0		0
Boonsboro	1800024		0		0		0		0		0	$	0		0	no	no		1		1		0
Broken Bow SandG	3400460		2		0		1		0		0	$	0		1	no	no		0		0		0
Burlington Quarry	3100042		0		0		0		0		0	$	0		0	no	no		0		0		0
Burning Springs	4608862		1		0		0		0		0	$	0		0	no	no		4		0		0
Cabbage Grove Quarry	800008		0		0		0		0		0	$	0		0	no	no		0		0		0
Caldwell Quarry	3101869		0		0		0		0		0	$	0		0	no	no		0		0		0
Camak Quarry	900075		0		0		0		0		0	$	0		0	no	no		0		0		1
Carmel Church Quarry	4405633		0		0		0		0		0	$	0		0	no	no		0		0		0
Carmel SandG	1202124		0		0		0		0		0	$	0		0	no	no		0		0		0
Castle Hayne Quarry	3100063		0		0		0		0		0	$	0		0	no	no		1		0		0
Cayce Quarry	3800016		0		0		0		0		0	$	0		0	no	no		2		1		0
Cedar Rapids Quarry	1300122		0		0		0		0		0	$	0		0	no	no		0		0		0
Cedarville	3304072		0		0		0		0		0	$	0		0	no	no		0		0		0
Central Rock Quarry	3100050		3		0		0		0		0	$	0		0	no	no		1		0		0
Charlotte	3100057		0		0		0		0		0	$	0		0	no	no		0		0		0
Chattanooga Quarry	4003159		0		0		0		0		0	$	0		0	no	no		1		0		0
Chesterfield Quarry	3800682		0		0		0		0		0	$	0		0	no	no		0		0		0
Chico	4103360		0		0		0		0		0	$	0		0	no	no		0		0		0
Clarks Quarry	3102009		0		0		0		0		0	$	0		0	no	no		0		0		0
Clinton County	3304546		0		0		0		0		0	$	0		0	no	no		0		0		0
Cloverdale	1201744		0		0		0		0		0	$	0		0	no	no		0		0		1
Cobey	4104140		0		0		0		0		0	$	0		0	no	no		0		0		0
Colfax Sand and Gravel	1300814		0		0		0		0		0	$	0		0	no	no		0		0		0
Cook Road	3304534		0		0		0		0		0	$	0		0	no	no		0		0		0
Cottonwood Sand and Gravel	504418		0		0		0		0		0	$	0		0	no	no		0		0		0
Cumberland Quarry	3102237		0		0		0		0		0	$	0		0	no	no		0		0		0
Davis	3401299		0		0		0		0		0	$	0		0	no	no		0		0		0
Denver	3101971		0		0		0		0		0	$	0		0	no	no		0		0		0
Des Moines Portable	1300150		0		0		0		0		0	$	0		0	no	no		0		0		0
Doswell	4400045		0		0		0		0		0	$	0		0	no	no		0		0		0
Dredge Lucas	4603800		0		0		0		0		0	$	0		0	no	no		0		0		0
Dubois Quarry	2501046		0		0		0		0		0	$	0		0	no	no		0		0		0
Durham Mine	1301225		2		0		0		0		0	$	0		0	no	no		0		0		0
Earlham Quarry	1302123		0		0		0		0		0	$	0		0	no	no		0		0		0
East Alamance	3102021		0		0		0		0		0	$	0		0	no	no		0		0		0
E-Town SandG	3304279		0		0		0		0		0	$	0		0	no	no		0		0		0


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

Fairborn Gravel	3301388		0		0		0		0		0	$	0		0	no	no		0		0		0
Fairfield	3301396		0		0		0		0		0	$	0		0	no	no		0		0		0
Ferguson Quarry	1300124		0		0		0		0		0	$	0		0	no	no		0		0		0
Forsyth Quarry	901035		0		0		0		0		0	$	0		0	no	no		0		0		0
Fort Calhoun	2500006		1		0		0		0		1	$	6,115		0	no	no		0		0		0
Fort Dodge Mine	1300032		0		0		0		0		0	$	0		0	no	no		2		0		0
Fountain Quarry	3100065		0		0		0		0		0	$	0		0	no	no		0		0		0
Fountain Sand and Gravel	503821		0		0		0		0		0	$	0		0	no	no		0		0		0
Franklin Gravel	3302940		0		0		0		0		0	$	0		0	no	no		0		0		0
Franklin Quarry	3102130		0		0		0		0		0	$	0		0	no	no		0		0		0
Fuquay Quarry	3102055		0		0		0		0		0	$	0		0	no	no		0		0		0
Garner Quarry	3100072		0		0		0		0		0	$	0		0	no	no		1		0		0
Garwood	4102886		0		0		0		0		0	$	0		0	no	no		0		0		0
Georgetown ll	3800525		0		0		0		0		0	$	0		0	no	no		0		0		0
Granite Canyon Quarry	4800018		3		0		0		0		0	$	0		0	no	no		0		0		0
Greeley 35th Ready Mix	503215		0		0		0		0		0	$	0		0	no	no		0		0		0
Greeley 35th Sand and Gravel	504613		0		0		0		0		0	$	0		0	no	no		0		0		0
Greenwood	2300141		0		0		0		0		0	$	0		0	no	no		0		0		1
Guernsey	4800004		0		0		0		0		0	$	0		0	no	no		1		1		0
Gypsum Portable	504320		0		0		0		0		0	$	0		0	no	no		0		0		0
Hamilton Gravel	3301394		0		0		0		0		0	$	0		0	no	no		0		0		0
Harrison	3301395		0		0		0		0		0	$	0		0	no	no		0		0		0
Hatton Quarry	301614		0		0		0		0		0	$	0		0	no	no		0		0		0
Helotes	4103137		0		0		0		0		0	$	0		0	no	no		0		0		0
Hickory Quarry	3100043		0		0		0		0		0	$	276		0	no	no		0		0		0
Hicone Quarry	3102088		0		0		0		0		0	$	0		0	no	no		0		0		0
Hondo	4104708		0		0		0		0		0	$	0		0	no	no		0		0		0
Hondo-1	4104090		0		0		0		0		0	$	0		0	no	no		0		0		0
Hugo	3400061		0		0		0		0		0	$	100		0	no	no		0		0		0
Hwy 10 Quarry	2300925		0		0		0		0		0	$	0		0	no	no		0		0		0
Idabel	3400507		0		0		0		0		0	$	0		0	no	no		0		0		0
Iowa Grading	1302316		0		0		0		0		0	$	0		0	no	no		0		0		0
Iowa Grading 26810	1302126		0		0		0		0		0	$	0		0	no	no		0		0		0
Jamestown Quarry	3100051		0		0		0		0		0	$	0		0	no	no		0		0		0
Jefferson Quarry	901106		0		0		0		0		0	$	0		0	no	no		0		0		0
Jones Mill Quarry	301586		0		0		0		0		0	$	0		0	no	no		0		0		0
Junction City Quarry	901029		0		0		0		0		0	$	100		0	no	no		0		0		0


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

Kannapolis	3100070		0		0		0		0		0	$	100		0	no	no		0		0		0
Kansas Portable	1401659		0		0		0		0		0	$	0		0	no	no		0		0		0
Kentucky Ave Mine	1201762		0		0		0		0		0	$	0		0	no	no		0		0		0
Kings Mountain	3100047		0		0		0		0		0	$	0		0	no	no		0		0		0
Kokomo Mine	1202105		0		0		0		0		0	$	0		0	no	no		0		0		0
Kokomo Sand	1202203		0		0		0		0		0	$	100		0	no	no		0		0		0
Kokomo Stone	1200142		0		0		0		0		0	$	100		0	no	no		0		0		0
LeGrand Portable	1302317		0		0		0		0		0	$	0		0	no	no		0		0		0
Lemon Springs Quarry	3101104		0		0		0		0		0	$	0		0	no	no		4		0		0
Linn County Sand	1302208		0		0		0		0		0	$	300		0	no	no		0		0		0
Loamy Sand & Gravel	3800721		0		0		0		0		0	$	0		0	no	no		0		0		0
Lynchburg Quarry	3304281		0		0		0		0		0	$	0		0	no	no		0		0		0
Maiden Quarry	3102125		0		0		0		0		0	$	0		0	no	no		0		0		0
Malcom Mine	1300112		2		0		0		0		0	$	100		0	no	no		1		0		0
Mallard Creek	3102006		0		0		0		0		0	$	0		0	no	no		0		0		0
Mamm Creek Portable	504647		0		0		0		0		0	$	0		0	no	no		0		0		0
Marshalltown Sand	1300718		0		0		0		0		0	$	0		0	no	no		0		0		0
Matthews	3102084		0		0		0		0		0	$	100		0	no	no		0		0		0
Maylene Quarry	100634		0		0		0		0		0	$	0		0	no	no		0		0		0
Midlothian	4403767		0		0		0		0		0	$	0		0	no	no		0		0		0
Milford	4202177		0		0		0		0		0	$	0		0	no	no		0		0		0
Mill Creek	3401285		1		0		0		0		0	$	243		0	no	no		0		0		0
Moore Quarry	1302188		0		0		0		0		0	$	0		0	no	no		0		0		0
Mustang Quarry	2602484		0		0		0		0		0	$	0		0	no	no		0		0		0
Natural Resourc	0000000		0		0		0		0		0	$	0		0	no	no		0		0		0
New Braunfels Quarry	4104264		1		0		0		0		0	$	324		0	no	no		3		0		0
New Harvey Sand	1301778		0		0		0		0		0	$	0		0	no	no		0		0		0
Noblesville SandG	1201994		0		0		0		0		0	$	0		0	no	no		0		0		0
Noblesville Stone	1202176		0		0		0		0		0	$	0		0	no	no		0		0		1
North Columbia Quarry	3800146		0		0		0		0		0	$	0		0	no	no		0		0		0
North Indianapolis	1201993		0		0		0		0		0	$	0		0	no	no		0		0		0
North Marion Quarry	1401506		0		0		0		0		0	$	0		0	no	no		0		0		0
North Troy	3401905		0		0		0		0		0	$	0		0	no	no		0		0		0
Northern Portable Plant #11	504059		0		0		0		0		0	$	0		0	no	no		0		0		0
Northern Portable Plant #19	504382		0		0		0		0		0	$	0		0	no	no		0		0		0
Northwest Division OH	A2354		0		0		0		0		0	$	0		0	no	no		0		0		0
Ohio Recycle	3304394		0		0		0		0		0	$	0		0	no	no		0		0		0


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

Ohio Stripping	N354		0		0		0		0		0	$	0		0	no	no		0		0		0
ONeal	103076		0		0		0		0		0	$	0		0	no	no		0		0		0
Onslow Quarry	3102120		0		0		0		0		0	$	0		0	no	no		0		0		0
Ottawa Quarry	1401590		0		0		0		0		0	$	0		0	no	no		0		0		0
Pacific Quarry	4500844		1		0		0		0		0	$	0		0	no	no		0		0		0
Parkville Mine	2301883		0		0		0		0		0	$	0		0	no	no		0		1		2
Paulding Quarry	901107		0		0		0		0		0	$	0		0	no	no		0		0		0
Peculiar Mine	2300765		0		0		0		0		0	$	0		0	no	no		0		0		0
Pederson Quarry	1302192		0		0		0		0		0	$	0		0	no	no		0		0		0
Perry Quarry	801083		0		0		0		0		0	$	0		0	no	no		0		0		0
Petersburg	1516895		0		0		0		0		0	$	0		0	no	no		0		0		0
Phillipsburg	3300006		0		0		0		0		0	$	0		0	no	no		0		0		0
Pinesburg	1800021		0		0		0		0		0	$	0		0	no	no		0		0		0
Pomona Quarry	3100052		0		0		0		0		0	$	0		0	no	no		0		0		0
Portable Crushing	4104204		0		0		0		0		0	$	0		0	no	no		0		0		0
Portable Crushing	503984		0		0		0		0		0	$	0		0	no	no		0		0		0
Portable Recycle 18	501057		0		0		0		0		0	$	0		0	no	no		0		0		0
Portable Recycle 2	504360		0		0		0		0		0	$	0		0	no	no		0		0		0
Portable Recycle 21	504520		0		0		0		0		0	$	0		0	no	no		0		0		0
Poteet (Sand Plant)	4101342		0		0		0		0		0	$	0		0	no	no		0		0		0
Powers Portable	504531		0		0		0		0		0	$	0		0	no	no		0		0		0
Raccoon River Sand	1302315		0		0		0		0		0	$	0		0	no	no		0		0		0
Raleigh Durham Quarry	3101941		0		0		0		0		0	$	0		0	no	no		2		1		0
Randolph Deep Mine	2302308		0		0		0		0		0	$	0		0	no	no		1		0		1
Recycling 801	1202198		0		0		0		0		0	$	0		0	no	no		0		0		0
Recycling 802	1202199		0		0		0		0		0	$	0		0	no	no		0		0		0
Red Hill	4400072		0		0		0		0		0	$	0		0	no	no		0		0		0
Red Oak Quarry	900069		0		0		0		0		0	$	0		0	no	no		0		0		0
Reidsville Quarry	3100068		0		0		0		0		0	$	0		0	no	no		0		0		0
Rio Medina	4103594		1		0		0		0		0	$	0		0	no	no		0		1		1
Riverbend Sand and Gravel	504841		0		0		0		0		0	$	0		0	no	no		0		0		0
Rock Hill	3800026		0		0		0		0		0	$	100		0	no	no		0		0		0
Rock Springs Quarry	4700053		0		0		0		0		0	$	0		0	no	no		0		0		0
Rocky Point Quarry	3101956		0		0		0		0		0	$	0		0	no	no		2		1		0
Rocky River	3102033		0		0		0		0		0	$	0		0	no	no		0		0		0
Ross Gravel	3301587		0		0		0		0		0	$	0		0	no	no		0		0		0
R-S Sand and Gravel	2200381		0		0		0		0		0	$	0		0	no	no		1		0		0


Location	MSHA ID	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		MSHA Assessments / Proposed Assessments ($)		Mining- Related Fatalities (#)		Received Notice of Pattern of Violation under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern of Violation under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)

Ruby Quarry	900074		0		0		0		0		0	$	0		0	no	no		0		0		0
S.T. Porter Pit	4102673		0		0		0		0		0	$	0		0	no	no		0		0		0
Salem Stone Company	3102038		0		0		0		0		0	$	0		0	no	no		0		0		0
Salisbury Shop	3101235		0		0		0		0		0	$	0		0	no	no		0		0		0
San Pedro Quarry	4101337		0		0		0		0		0	$	0		0	no	no		0		0		0
Sawyer	3401634		0		0		0		0		0	$	100		0	no	no		0		0		0
Saylorville Sand	1302290		0		0		0		0		0	$	0		0	no	no		0		0		0
Shorter Sand and Gravel	102852		0		0		0		0		0	$	0		0	no	no		0		0		0
Siler City Quarry	3100044		0		0		0		0		0	$	0		0	no	no		0		0		0
Six Mile Quarry	901144		0		0		0		0		0	$	0		0	no	no		0		0		0
Snyder	3401651		0		0		0		0		0	$	0		0	no	no		2		0		0
Spanish Springs Quarry	2600803		0		0		0		0		0	$	0		0	no	no		1		0		0
Spec Agg Sand and Gravel	500860		0		0		0		0		0	$	0		0	no	no		0		0		0
Springfield Quarry	2501103		0		0		0		0		0	$	0		0	no	no		0		0		0
St Cloud Quarry	2100081		1		0		0		0		0	$	0		0	no	no		0		0		0
Stamper Mine	2302232		0		0		0		0		0	$	338		0	no	no		0		0		0
Statesville Quarry	3100055		0		0		0		0		0	$	0		0	no	no		0		0		0
Sully Mine	1300063		0		0		0		0		0	$	514		0	no	no		0		0		0
Sunflower	1401556		0		0		0		0		0	$	0		0	no	no		1		0		0
Table Mountain Quarry	404847		0		0		0		0		0	$	0		0	no	no		0		0		0
Taft Sand and Gravel	504526		0		0		0		0		0	$	0		0	no	no		0		0		0
Taft Shop	504735		0		0		0		0		0	$	0		0	no	no		0		0		0
Thomasville Quarry	3101475		0		0		0		0		0	$	0		0	no	no		0		0		0
Troy	3401581		0		0		0		0		0	$	0		0	no	no		0		0		0
Troy Gravel	3301678		0		0		0		0		0	$	0		0	no	no		0		0		0
Tyrone Quarry	900306		0		0		0		0		0	$	0		0	no	no		0		0		0
Vance Quarry	103022		0		0		0		0		0	$	0		0	no	no		1		0		0
W. Des Moines S	1300932		0		0		0		0		0	$	0		0	no	no		0		0		0
Warrenton Quarry	900580		0		0		0		0		0	$	0		0	no	no		1		0		0
Waverly Sand	1202038		0		0		0		0		0	$	0		0	no	no		0		0		0
Weeping Water Mine	2500998		1		0		0		0		1	$	8,784		0	no	no		3		3		0
Willis	3401949		0		0		0		0		0	$	0		0	no	no		0		0		0
Wilson Quarry	3102230		0		0		0		0		0	$	0		0	no	no		0		0		0
Woodleaf Quarry	3100069		0		0		0		0		0	$	0		0	no	no		0		0		0
Woodville	3300156		0		0		0		0		0	$	0		0	no	no		0		0		0
Xenia	3301393		0		0		0		0		0	$	0		0	no	no		0		0		0
Yellow Medicine Quarry	2100033		1		0		0		0		0	$	683		0	no	no		0		0		0

Totals			27		0		1		0		2	$	20,401		1				44		12		16

Of the 44 legal actions pending on June 30, 2012, 15 were contests of citations or orders referenced in Subpart B of CFR Part 2700, which includes contests of citations and orders issued under Section 104 of the Mine Act and contests of imminent danger orders under Section 107 of the Mine Act, 27 were contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700, which are administrative proceedings before the Commission challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order, and two were complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700, which is a complaint under Section 105 of the Mine Act by a worker involving discrimination proceedings and relating proceedings.