FILED BY MARTIN MARIETTA MATERIALS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: VULCAN MATERIALS COMPANY
COMMISSION FILE NO. 001-33841
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Martin Marietta’s Proposal is Compelling
– Provides Significantly More Value and Less Risk than Vulcan on a Standalone Basis
Note: Throughout the presentation, “X” is used to identify matters which Martin Marietta believes represent flaws in Vulcan’s analysis in defense of its rejection of the Martin Marietta proposal.
Note: See “Cautionary Note Regarding Forward-Looking Statements” at the end of this presentation.
M A R T I N M A R I E T T A M A T E R I A L S
2
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Our Proposal Provides Vulcan’s Shareholders with Significant Value and Less Risk
Our proposal is a stock-for-stock merger, not a cash acquisition
— results in Vulcan shareholders owning ~58% of the combined company
Our proposal creates significant value for Vulcan shareholders, including:
— $1.4B share of incremental value ($10.43/share) — which is more than 450% of what was promised under Vulcan’s announced cost-savings plan — meaningful dividend restoration (20x improvement over the current Vulcan dividend) — participation in the eventual cyclical recovery — significantly “de-risked” balance sheet (leverage lowered from ~9x to ~4x EBITDA, after synergies) — multiple benefits of size, scale, geographic footprint, and best-in-class management
M A R T I N M A R I E T T A M A T E R I A L S
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Our Proposal Provides Vulcan’s Shareholders with Significant Value and Less Risk (continued)
Our proposal is not opportunistic
our proposed exchange ratio of 0.50 is higher than 2/3 of the
Vulcan / Martin Marietta implied exchange ratios based on market values since current discussions commenced in April 2010 1 Vulcan’s unaffected share price of $33.55 2 reflects the eventual cyclical recovery and expected future performance of Vulcan
at 12/9/11, Vulcan traded at ~17x 2012E EBITDA compared to Martin Marietta’s multiple of ~11x 2012E EBITDA and both companies’ 10-year historical multiple of ~10x Martin Marietta had a similar growth profile to Vulcan coming out of the 2001 recession and currently the companies’ respective largest markets are forecasted to grow at similar rates
Note 1: From April 21, 2010 – December 9, 2011. Note 2: As of December 9, 2011.
Source: Company filings, Thomson One
M A R T I N M A R I E T T A M A T E R I A L S
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Combination Creates Significantly More Value than Vulcan’s Promised Cost-Saving Plan
Total Value
($B)
Value Creation to Vulcan Shareholders
($/share)
$9.75B
Synergies $2.03B
Vulcan $4.36B
Vulcan $5.71B
~58% ownership
Martin Marietta $3.37B
Martin Marietta $4.04B
~42% ownership
$2.31 per Vulcan share 4
>450%
$10.43 per Vulcan share 4
Vulcan standalone 3 assuming $30M total synergies valued at 10x EBITDA
Martin Marietta offer 5 assuming $225M total synergies (midpoint of range) valued at 10x EBITDA less implementation costs
More than 450% of what was promised under Vulcan’s announced cost-savings plan
Note 1: As of December 9, 2011.
Note 2: Assumes $225 million (midpoint of range) run-rate synergies at estimated cycle-average EBITDA multiple of 10.0x, less $225 million one-time after-tax costs to achieve. Excludes divestitures. Note 3: Refers to Vulcan’s cost-saving plan announced December 19, 2011. Solely for comparison purposes and despite Martin Marietta’s serious reservations regarding the plan’s efficacy, Martin Marietta has assumed full realization of the announced synergies from the Vulcan cost-saving plan.
Note 4: Assumes ~130M Vulcan shares for per share calculations.
Note 5: Assumes an exchange ratio of 0.50 Martin Marietta share per Vulcan share representing 15% and 18% premiums to the 10 and 30 day average exchange ratios, respectively, for the period ending December 9, 2011.
Source: Capital IQ, Company filings
M A R T I N M A R I E T T A M A T E R I A L S
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Martin Marietta Has Significantly Outperformed Vulcan on a Consolidated Basis
Gross Profit (% of Net sales)
25.3%
21.7%
22.6%
17.5%
20.8%
12.5%
19.2%
10.9%
2008
2009
2010
LTM 09/30/11
Adj. EBIT (% of Net sales) 2
17.5%
11.9%
13.7%
4.8%
12.4%
(1.3)%
11.3%
(2.8)%
2008
2009
2010
LTM 09/30/11
Adj. SG&A (% of Net sales) 1
8.1%
9.9%
9.3%
12.6%
8.6%
13.5%
8.3%
12.6%
2008
2009
2010
LTM 09/30/11
Net Income (% of Net sales)
9.2%
0.1%
5.7%
0.7%
6.2%
(4.3)%
5.2%
(4.0)%
2008
2009
2010
LTM 09/30/11
Confronted with the same downturn in the construction market, Martin Marietta has outperformed Vulcan
Note: Martin Marietta has also generated superior shareholder returns compared to Vulcan, which is reflected not only in return on equity (ROE) but also in stock market return. Over the period from 1/1/2008—9/30/2011, Martin Marietta had an average ROE of 8.7% vs. Vulcan’s (1.1%). Additionally, for the ten year period ending 12/9/2011, Martin Marietta’s total return was 92% vs.
Vulcan’s (12%) total return.
Note 1: Vulcan’s SG&A excludes R&D for comparative purposes. Please see SG&A reconciliation in the appendix. Note 2: Please see EBIT reconciliation in the appendix.
Source: Company filings, Bloomberg
M A R T I N M A R I E T T A M A T E R I A L S
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Rhetoric vs. Reality
– The Past is Not Prologue to the Future
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Rhetoric vs. Reality
VULCAN’S RHETORIC
THE REALITY
Transaction appropriately values Vulcan and its prospects
“Martin Marietta’s Opportunistic Offer Substantially Undervalues Vulcan”
Martin Marietta’s stock-for-stock offer allows Vulcan shareholders to meaningfully participate in the upside potential of the combination Martin Marietta’s offer is at a premium to Vulcan’s unaffected stock price, which represents a cyclically high valuation reflecting future upside
Both companies operate in the same business cycle Performance is a key driver of stock price and exchange ratios Premium offered to Vulcan shareholders should be compared to all-stock transactions in which the counterparty owns a meaningful portion of the pro forma equity
— not comparable to cash transactions as Vulcan has suggested
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan’s Valuation is at a Cyclical High
Vulcan Share Price vs. Valuation
$150
$100
$50
Vulcan share price
Vulcan TEV / NTM EBITDA
Debt / Adj. EBITDA 1
Housing bubble drove Vulcan’s “peak”
Unaffected multiple: 17.0x
Announcement of Florida Rock
$150
$100
$50
1.4x
1.4x
0.9x
4.0x
5.3x
9.4x
Dec-01
Dec-03
Dec-05
Dec-07
Dec-09
Dec-11
Unaffected price: $33.55
Vulcan Today
Near all-time high EBITDA multiple
Excessive leverage resulting in “junk” debt rating
Nominal dividend
Negative earnings
Historically high SG&A as % of sales
Significant share price underperformance of (87%) and (39%) to Martin Marietta and S&P 500, respectively, over the last 10 years 2
Credit Rating
A1/A+ A1/A+ A1/A+ A3/A- Baa2/BBB Ba2/BB
Vulcan is far worse off today than in the past
Note 1: Please see EBITDA reconciliation in the appendix.
Note 2: Between December 31, 2001 and December 9, 2011, the change in Martin Marietta’s and Vulcan’s stock price was 57% and (30%), respectively, and change in S&P 500 index was 9%. Source: Company filings, IBES consensus from FactSet M A R T I N M A R I E T T A M A T E R I A L S
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The Proposed Exchange Ratio is Greater than 2/3 of the Market Exchange Ratios During the Period Since Latest Discussions Commenced
Vulcan / Martin Marietta Exchange Ratio
0.65x
0.60x
0.55x
0.50x
0.45x
0.40x
0.35x
Represents trading dates immediately prior to meetings between Mr. Nye and Mr. James identified in Vulcan’s Schedule 14D-9 filed on December 22, 2011
Apr-10 Aug-10 Dec-10 Apr-11 Aug-11 Dec-11
Note: Exchange ratios implied by share prices from 4/20/2010 through 12/9/2011. Source: FactSet, Company filings
M A R T I N M A R I E T T A M A T E R I A L S
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Martin Marietta’s Proposal is a Premium to Exchange Ratios Implied by Street Estimates
Wall Street Consensus Estimates
Martin Vulcan
($M) Marietta
Revenue $1,797 $2,527
2011E EBITDA $348 $332
TEV / EBITDA 1 12.7x 21.1x
Revenue $2,050 $2,879
2013E EBITDA $438 $558
TEV / EBITDA 1 10.1x 12.6x
– % Revenue growth 14% 14%
E 3E
2011 201 % EBITDA growth 26% 68%
Analysts’ Relative Price Targets 1
Price Target
Martin Marietta’s
Offer of 0.50 as a
Martin Implied Premium to Implied
Analyst Marietta Vulcan Exch. Ratio Exchange Ratio
Citi $63.00 $27.00 0.429x 16.7%
D.A. Davidson 75.00 32.00 0.427x 17.2%
Goldman Sachs 77.00 29.00 0.377x 32.8%
Jefferies 104.00 49.00 0.471x 6.1%
Morgan Keegan 82.00 36.00 0.439x 13.9%
RBC 79.00 35.00 0.443x 12.9%
Stephens 80.00 38.00 0.475x 5.3%
Susquehanna 68.00 32.00 0.471x 6.3%
Wells Fargo 77.00 32.50 0.422x 18.5%
Median 2 $78.00 $32.25 0.413x 20.9%
Consensus
Median 3 $79.50 $32.00 0.403x 24.2%
Note 1: Based on unaffected share price as of December 9, 2011.
Source: Thomson One; EBITDA estimates taken from Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012
Note: Analysts named publish price targets for both Martin Marietta and Vulcan. Median implied exchange ratio is calculated by dividing Vulcan’s median price target by Martin Marietta’s median price target. Note 1: Based on unaffected share price as of December 9, 2011.
Note 2: Median price targets of analysts that publish price targets for both Martin Marietta and Vulcan. Note 3: Median price targets of all analysts that publish price targets for Martin Marietta and Vulcan. Source: Wall Street Research, Thomson One
Valuation multiples and stock price reflect the potential margin enhancement that Vulcan relies on in defense of its rejection
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan Grossly Mischaracterizes the Attractiveness of the Premium Offer to its Shareholders
Precedent transactions identified by Vulcan – all cash consideration – are not comparable to Martin Marietta’s offer
In contrast to Vulcan’s selected precedents, true comparable transactions have the following characteristics: – all-stock consideration
– significant counterparty pro forma equity ownership (40%—60%)
The premium of Martin Marietta’s offer is consistent with the median for these true comparable transactions
— 9.3% 1-day premium vs. 9.4% median for precedent transactions 1 — furthermore, the 1-day premium used by Vulcan understates the Martin Marietta offer (15% and 18% to the 10-day and 30-day average exchange ratios)
“Comparable deals were all-cash deals”
Note 1: Represents 37 all-stock M&A transactions from 1/1/2001 to 9/30/2011 with North American targets, transaction value between $1B and $10B, and target pro forma ownership between 40% and 60%, as available from Thomson SDC. Please see appendix for list of transactions.
Source: Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012
M A R T I N M A R I E T T A M A T E R I A L S
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Rhetoric vs. Reality
VULCAN’S RHETORIC
THE REALITY
“Martin Marietta’s Offer Fails to Compensate Vulcan Shareholders for its Stronger Operating Leverage and Asset Portfolio”
Vulcan has made unrealistic assumptions for the level and timing of the economic recovery
• Achieving prior peak financial performance would require a repeat of the housing bubble
• Timing of a construction recovery is expected to be protracted and remains uncertain
• Vulcan’s shareholders retain ~58% ownership in the combined company
Vulcan’s cash gross profit analysis fails to address the key issue – Vulcan’s substantial underperformance on a bottom line profitability basis
• The companies’ aggregates gross profit and cash flow metrics, as presented by Vulcan, are not comparable 1
Note 1: Not comparable given Martin Marietta’s vertical integration of downstream businesses and long-haul distribution differential. Please refer to Martin Marietta’s 2010 Annual Report Management’s Discussion & Analysis of Financial Condition & Results of Operations, Analysis of Gross Margin and Transportation Exposure.
M A R T I N M A R I E T T A M A T E R I A L S
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Achieving Prior Peak Financial Performance Would Require a Repeat of the Housing Bubble
Housing Bubble.
2,273K total housing starts 1
—FL: 266K total housing starts 2
—CA: 191K total housing starts 2
—AZ: 92K total housing starts 2
Current
685K total housing starts 1
—FL: 40K total housing starts 2
—CA: 47K total housing starts 2
—AZ: 11K total housing starts 2
.Future
McGraw-Hill total housing start forecasts 4
2012: 640K total housing starts
2013: 895K total housing starts 2014: 1,295K total housing starts 2015: 1,480K total housing starts
2016: 1,490K total housing starts
Vulcan pro forma peak EBITDA: $1,344M 3
Vulcan 2011E EBITDA: $332M 3
Simply said, hope is not a strategy
Note 1: 2,273K and 685K total housing starts (seasonally adjusted) as of January 2006 and November 2011, respectively; U.S. Census Bureau. Note 2: FL, CA & AZ peak housing starts (2005); current housing starts (2011E); National Association of Home Builders (NAHB).
Note 3: Based on Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012. Note 4: McGraw-Hill Construction, Construction Market Forecasting Service (CMFS), December 2011.
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan Mischaracterizes its Relative Performance Coming Out of the 2001 Recession
Martin Marietta Showed Strong Recovery as Evidenced by 2002 – 2006 CAGRs
Gross profit
16.1%
14.7%
Operating earnings 1
21.4%
16.6%
Net income
29.9%
29.0%
Martin Marietta
Vulcan
Note 1: Based on reported operating earnings from most recent filings for respective periods. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan is a Very Different Company Today Compared to When it Came Out of the 2001 Recession
M A R T I N M A R I E T T A
LTM LTM Change
12/31/02 9/30/11
TEV / NTM EBITDA 1 8.2x 11.4x 3.2x
Leverage 2 2.4x 3.0x 0.6x
FCF / Total Debt 3 6.7% 12.2% 5.5%
Net Interest
Expense / Adj. 14.0% 17.8% 3.7%
EBITDA 4
EPS 5 $1.77 $1.78 $0.01
Adj. SG&A as % of 8.1% 8.3% 0.2%
Net Sales
V U L C A N
LTM LTM Change
12/31/02 9/30/11
TEV / NTM EBITDA 1 7.9x 17.0x 9.1x
Leverage 2 1.5x 9.4x 7.9x
FCF / Total Debt 3 22.3% 3.4% (19.0%)
Net Interest
Expense / Adj. 8.1% 69.9% 61.8%
EBITDA 4
EPS 5 $1.64 ($0.69) ($2.33)
Adj. SG&A as % of
Net Sales 6 8.2% 12.6% 4.5%
Martin Marietta is a much stronger company than Vulcan today
Note 1: 9/30/11 TEV / NTM EBITDA multiple as of December 9, 2011.
Note 2: Leverage defined as Total Debt / LTM Adj. EBITDA. Please see EBITDA reconciliation in the appendix.
Note 3: FCF / Total Debt defined as net cash provided by operating activities less capex divided by total debt. Please see FCF reconciliation in the appendix. Note 4: Please see EBITDA reconciliation in the appendix.
Note 5: Reported EPS.
Note 6: Vulcan’s SG&A excludes R&D for comparative purposes. Please see SG&A reconciliation in the appendix. Source: Company filings, IBES consensus from FactSet
M A R T I N M A R I E T T A M A T E R I A L S
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Both Companies Well-Positioned to Benefit from Estimated Long-Term Demographic Growth
M A R T I N M A R I E T T A
2010 – 2020
Top States % of 2010 Estimated
Net Sales Population
Growth
Texas 17% 19.3%
North Carolina 16% 19.6%
Georgia 9% 17.7%
Iowa 8% 3.3%
Florida 5% 22.4%
Top 5 total 1 55% 17.1%
V U L C A N
2010 – 2020
Top States % of 2010 Estimated
Net Sales 2 Population
Growth
California 20% 11.8%
Florida 15% 22.4%
Virginia 11% 10.3%
Georgia 8% 17.7%
Texas 7% 19.3%
Top 5 total 1 61% 15.8%
Note 1: Represents the weighted-average estimated population growth of the top five states weighted by 2010 net sales. Note 2: Vulcan 2010 revenue by state estimated by Jefferies Research.
Source: Martin Marietta 2010 annual report; Jefferies Research (August 2011); Moody’s 2010 – 2020 population projections (December 2011)
M A R T I N M A R I E T T A M A T E R I A L S
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Rhetoric vs. Reality
VULCAN’S RHETORIC
THE REALITY
[Graphic Appears Here]
“Martin Marietta’s
Offer Would Not Enhance Shareholder Value”
Vulcan Shareholders Will Receive Key Elements of
Significant Value from Martin Marietta’s the Proposal
Proposed Combination Vulcan Ignored
$2B of synergy value created through $200—$250M X
of expected annual synergies
Impact of regulatory divestitures not expected to be X
material to the transaction
Stronger platform for long-term growth X
Significant upfront premium X
Continued equity ownership of ~58% X
Meaningful dividend restoration (20x improvement) X
Significant reduction in leverage de-risks equity X
investment (~9x to ~4x EBITDA)
Best-of-the-best management with continued focus X
on operational excellence
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan is Underestimating the Synergy Potential in the Combination
Synergy Estimates Based on History and Reasonable Assessment…
Total $200—$250M Achievable Synergies
Incremental
$75 – $100M
Reasonable Assessment 1
• Incremental synergy value available from categories previously disclosed
• Additional cost savings under Martin Marietta’s proven management team
• Vulcan has higher SG&A as a % of net sales than Martin Marietta
Minimum $125 – $150M
History
• Jointly identified by CFOs
• Represents a minimum in Martin Marietta’s view
• Vulcan management unwilling to consider more significant actions to create more meaningful savings
…and are In Line With Our Synergy Expectations Previously Disclosed
Total $200—$250M Achievable Synergies
$50 – $60M
Improved purchasing efficiencies from greater scale
$50 – $60M
Duplicative operating functions
$100 – $130M
Duplicative SG&A functions
Note 1: Includes expectation of realization of synergies within 3 years and application of one-time, after-tax costs equal to run-rate synergies (or 10% of gross capitalized value).
M A R T I N M A R I E T T A M A T E R I A L S
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Vulcan Failed to Align its Cost Structure with its Declining Revenue
(6%)
[Graphic Appears Here]
$23M cost savings over 4 years
$50M annual synergies from Florida Rock
(38%)
Net Sales $3,851M $2,378M
Vulcan has only reduced SG&A 6% despite a 38% decline in its revenue, excluding announced synergies associated with the Florida Rock transaction
Note: Data for 2007 is pro forma to include Florida Rock for full year. Note 1: Trailing twelve months ended 9/30/2011.
Source: Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012
M A R T I N M A R I E T T A M A T E R I A L S
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Martin Marietta’s Demonstrated Track Record of Superior Cost Management Will Drive the Realization of Synergies
Annual SG&A as a % of Net Sales 1
2007 – 2011 YTD SG&A as a % of Net Sales 1 Martin Marietta: 8.4% Vulcan: 11.2%
Vulcan: 11.2%
Martin Marietta’s consistent cost discipline is expected to generate significant synergies when applied to Vulcan’s cost structure
Note 1: Vulcan’s SG&A excludes R&D for comparative purposes. Please see SG&A reconciliation in the appendix. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 21
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Notwithstanding Vulcan’s “Scare Tactics”, Martin Marietta Believes Regulatory Approval Will Not Be an Obstacle
• Aggregates industry acquisitions are routinely approved with divestitures
• Martin Marietta has a history of working successfully with DOJ and is proactively cooperating with DOJ’s review
– HSR second request expected, which is typical in these types of transactions
• Vulcan’s presentation is inaccurate – maps include assets Martin Marietta no longer owns or leases 1
– DOJ does not follow a mechanistic “20 mile” or other radius approach in determining which assets will need to be divested
• Analysts agree with our view that divestitures will be modest and doable 2
• Numerous buyers have expressed interest in assets that may need to be divested
“Not all sites at such a radius would be required to be divested”
Note 1: The maps in Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal” erroneously identify locations as Martin Marietta’s in Kentucky, Louisiana, Mississippi, Missouri and Tennessee. Note 2: Research reports referenced: KeyBanc (12/13/2011), RBC (12/13/2011), TRG (12/19/2011), Morningstar (12/23/2011), and Longbow (12/29/2011).
Source: Wall Street Research; Vulcan’s “Why Vulcan Has Rejected Martin Marietta’s Proposal”, January 5, 2012
M A R T I N M A R I E T T A M A T E R I A L S 22
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Engagement by Vulcan is the Path to Completion
Vulcan’ s Alleged “Litany of Conditions”
Gating Item to Reduced Conditionality
End Result – Ordinary Course Conditions for a Negotiated Transaction
Merger Agreement Condition
US Antitrust Condition
Minimum Tender Condition
MLM Shareholder Approval Condition
Due Diligence Condition
Lawsuits/Investigations Condition
Diminution of Benefits Condition
Regulatory Approvals Condition
New Law/Gov Action Condition
MAE Condition
War Condition
Significant Change in Markets/ Economy Condition
Competing Offer/Third Party Action Condition
Change in Capitalization/Indebtedness/ Constitutive Documents Condition
Engagement by Vulcan with Martin Marietta to Reach a Mutually Acceptable Definitive Transaction Agreement
Regulatory Approvals Condition
MLM and VMC Shareholder Approval Condition (simple majority)
Injunctions Condition
MAE Condition
With the support of Vulcan’s Board, a transaction would be subject only to ordinary course conditions for negotiated transactions, and there is no reason to believe they would not be satisfied
M A R T I N M A R I E T T A M A T E R I A L S 23
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Combined Financial Strength Provides Flexibility that Vulcan Does Not Currently Have
9/30/2011 MARTIN 1 VULCAN Combined
($ M) MARIETTA
Debt $1,045 $2,821 $3,867
Net Debt $989 $2,669 $3,658
LTM Adj. EBITDA 2 $350 $301 $851 $901 3
Total Debt/ 3LTM Adj. EBITDA2 3.0x 9.4x 4.5x – 4.3x
Net Debt/ 3 LTM Adj. EBITDA 2 2.8x 8.9x 4.3x 4.1x
Combined Company’s Balance Sheet
Sufficient liquidity
No maintenance based covenants through anticipated asset based lending facility
Minimal near term maturities
Disciplined capital deployment
Note 1: Combined financials exclude fees and expenses associated with the proposed combination.
Note 2: Please see EBITDA reconciliation in the appendix.
Note 3: Assumes annual synergies of $200 $250 million, attributable to cost savings related to SG&A, duplicative operating functions, and purchasing economies of scale. Excludes divestitures. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 24
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This Transaction is Credit Enhancing to Vulcan Shareholders
Rating Agencies’ Reaction Market Recognition of to Proposed Transaction Credit Enhancing Proposal
“The positive CreditWatch listing for Vulcan Materials reflects what we view as the proposed combined company’s generally enhanced business risk profile and the overall deleveraging effect of the proposed acquisition would have for Vulcan. The business combination is credit enhancing to Vulcan Materials.”
(Standard & Poors, December 13, 2011)
“.the proposed transaction appears to present a modest credit positive for Vulcan’s bondholders.”
(Moody’s, December 12, 2011)
Pre Offer 1
Bid: 529
(193bps)
Current 1
Bid: 336
Vulcan Change of Control
No change of control put on Vulcan’s $2.8B of bonds unless there is a downgrade in Vulcan’s credit rating by both rating agencies
Note 1: Pre offer bid as of December 9, 2011 and current bid as of January 9, 2012. Source: Capital IQ, Company filings
M A R T I N M A R I E T T A M A T E R I A L S 25
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Martin Marietta Has Maintained a Steady Dividend History and Expects to Pay a Meaningful Dividend
Dividend Paid Per Share
MARTIN MARIETTA ($)
1.60 1.60 1.60
1.49
1.24
1.01
0.86
2005 2006 2007 2008 2009 2010 Q4 11E Annualized
VULCAN ($)
1.96
1.84
1.48 1.48
Vulcan recently cut
1.16 its quarterly
1.00 dividend to
$0.01 per share
0.04 1
2005 2006 2007 2008 2009 2010 Q4 11E Annualized
Martin Marietta’s $1.60 per share annual dividend, which translates into $0.80 per Vulcan share based on proposed exchange ratio, is 20x Vulcan’s current level
Note 1: Reflects Vulcan’s October 14, 2011 announcement to cut its quarterly dividend to $0.01. Q4 2011E represents the expected annualized dividend. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 26
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The Real Conclusion
– Ignore the Rhetoric and Focus on the Reality
M A R T I N M A R I E T T A M A T E R I A L S 27
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The Bottom Line: Vulcan’s Defense of its Rejection of Martin Marietta’s Proposed Business Combination is Fundamentally Flawed
Vulcan…
— Vulcan’s fundamental business position
— Merits of Vulcan’s “too little, too late” organizational simplification plan
....overstates
— Deal conditionality risk
— Antitrust risk and resorts to “scare tactics”
ignores
— Vulcan’s underperformance — Real and substantial value attributes of the proposed combination
— Vulcan’s valuation is at a cyclical high
— Vulcan’s business risk profile, including cash constraints
understates
— Martin Marietta’s credible value enhancing cost synergies plan
— “Blue sky” future as key value proposition supporting Vulcan’s standalone plan
— “Red herring” non shareholder constituency protection that is inherently anti inappropriately shareholder asserts
— Meritless “kitchen sink” illegality claims
— “Smokescreen” cash alternative
Vulcan’s shareholders deserve the opportunity to participate in this value enhancing combination
M A R T I N M A R I E T T A M A T E R I A L S 28
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The Solution
Vulcan’s Board should promptly commence good faith negotiations in a real effort to reach mutual agreement on a combination with Martin Marietta
M A R T I N M A R I E T T A M A T E R I A L S 29
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M A R T I N M A R I E T T A M A T E R I A L S
Appendix
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Martin Marietta EBITDA & EBIT Reconciliation
(dollars in millions) LTM For the Year Ended December 31,
9/30/2011 2010 2009 2008 2007 2002
Net earnings attributable to entity $ 82.3 $ 97.0 $ 85.5 $ 176.3 $ 262.7 $ 86.3
Add back:
Interest expense 62.2 68.5 73.5 74.3 60.9 44.0
Income tax expense for controlling interests 22.9 29.3 27.4 77.3 116.6 46.5
Depreciation, depletion and amortization expense 173.7 179.9 177.7 169.8 150.4 137.8
Cumulative effect of accounting changes, net of tax————— 11.5
EBITDA $ 341.1 $ 374.7 $ 364.1 $ 497.7 $ 590.6 $ 326.1
Adjusted for:
Legal settlement and investment reserve—— 11.9 —— 7.2
Reversal of excess legal reserve— (5.0) ——— -
Nonrecurring reduction in workforce charge——— 5.4 — -
Charge for early retirement benefit 2.8 ———— -
(Gain) loss on sales of assets (4.1) (4.5) 3.0 (12.8) — (2.5)
Transaction costs 4.1 1.2 2.2 3.6 — -
Settlement expense for pension plan 2.8 3.5 — 2.8 0.7 -
Asset write-offs——— 3.3 — -
Other nonoperating (income) expense 2.2 0.2 (1.1) 2.0 (7.3) 4.3
Pretax gain on discontinued operations (0.4) (0.3) (0.5) (10.1) (3.7) (21.3)
Income attributable to noncontrolling interests 1.4 1.7 2.8 3.7 0.9 -
Adjusted EBITDA $ 349.9 $ 371.5 $ 382.4 $ 495.6 $ 581.2 $ 313.8
Less:
Depreciation, depletion and amortization expense 173.7 179.9 177.7 169.8 150.4 137.8
Adjusted EBIT $ 176.2 $ 191.6 $ 204.7 $ 325.8 $ 430.8 $ 176.0
Note: Sum of the line items may not equal totals due to rounding. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 31
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Martin Marietta Free Cash Flow Reconciliation
Free cash flow calculated as net cash provided by operating activities less capital expenditures.
(dollars in millions) LTM For the Year Ended December 31,
9/30/2011 2010 2002
Net cash provided by operating activities $ 247.1 $ 269.8 $ 203.6
Capital expenditures (119.4) (135.9) (152.7)
Free cash flow $ 127.7 $ 133.9 $ 50.9
Note: Sum of the line items may not equal totals due to rounding. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 32
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Vulcan EBITDA & EBIT Reconciliation
(dollars in millions) LTM For the Year Ended December 31,
9/30/2011 2010 2009 2008 2007 2005 2003 2002 2001
Net (loss) earnings $ (89.9) $ (96.5) $ 30.3 $ 0.9 $ 450.9 $ 389.1 $ 195.0 $ 169.9 $ 222.7
Add back:
Interest expense 210.0 180.7 173.0 169.7 41.6 20.5 49.6 51.3 56.7
Income tax (benefit) expense (72.6) (85.7) (30.1) 70.1 197.2 164.1 81.5 67.2 101.4
Depreciation, depletion and amortization expense 366.6 382.1 394.6 389.1 271.5 222.9 277.1 267.7 278.2
Goodwill impairment—— 252.7 —- ——
Cumulative effect of accounting changes, net of tax————- 18.8 20.5 -
EBITDA 414.1 380.6 567.8 882.5 961.2 796.5 622.0 576.6 659.0
Adjusted for:
Legal settlement—40.0—- —- ——
Recovery for legal settlement (46.4)—— —- ——
Legal expense 3.0 3.0—- —- ——
Transaction expenses————- ——
Gain on sales of assets (53.9) (59.3) (27.1) (94.2) (58.7) (8.3) (27.8) (9.1) (6.8)
Asset writeoffs—9.2 8.5 10.5 —- ——
Accretion expense for asset retirement obligations (8.3) (8.6) (8.8) (7.1) (5.9) (4.8) (5.1)—-
Other nonoperating (income) expense 1.1 (3.1) (5.3) 4.4 5.3 (24.4) (6.4) (4.9) (2.3)
Pre-tax (earnings) loss on discontinued operations (9.1) (10.0) (19.5) 4.1 19.3 (83.7) 40.5 74.0 30.1
Income attributable to noncontrolling interests——— 0.2 11.2 (0.7) (2.5) (8.5)
Adjusted EBITDA $ 300.5 $ 351.8 $ 515.6 $ 800.1 $ 921.5 $ 686.6 $ 622.5 $ 634.1 $ 671.5
Less:
Depreciation, depletion and amortization expense 366.6 382.1 394.6 389.1 271.5 222.9 277.1 267.7 278.2
Adjusted EBIT $ (66.1) $ (30.3) $ 121.0 $ 411.0 $ 650.0 $ 463.7 $ 345.4 $ 366.5 $ 393.3
Note: Sum of the line items may not equal totals due to rounding. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 33
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V ulcan Free Cash Flow Reconciliation
Free cash flow calculated as net cash provided by operating activities less capital expenditures.
(dollars in millions) LTM For the Year Ended December 31,
9/30/2011 2010 2002
Net cash provided by operating activities $ 196.6 $ 202.7 $ 458.0
Capital expenditures (101.6) (86.3) (248.8)
Free cash flow $ 95.1 $ 116.4 $ 209.3
Note: Sum of the line items may not equal totals due to rounding. Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 34
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Vulcan SG&A Reconciliation
For the Year Ended December 31, YTD LTM
2010 2009 2008 2007 2002 9/30/2011 9/30/2011
SG&A, as reported $ 327.5 $ 321.6 $ 342.6 $ 289.6 $ 162.7 $ 221.3 $ 301.4
R&D expense, as disclosed in notes to financials 1.6 1.5 1.5 1.6 1.2 1.2 1.6
Adjusted SG&A $ 326.0 $ 320.1 $ 341.0 $ 288.0 $ 161.5 $ 220.1 $ 299.8
Net Sales $ 2,405.9 $ 2,543.7 $ 3,453.1 $ 3,090.1 $ 1,980.6 $ 1,828.7 $ 2,377.6
Adjusted SG&A as Percentage of Net Sales 13.5% 12.6% 9.9% 9.3% 8.2% 12.0% 12.6%
Note: Vulcan does not provide interim disclosures of R&D in quarterly financial statements. Vulcan LTM and YTD 2011 SG&A amounts are based on the annual averages over the last five years. Sum of the line items may not equal totals due to rounding.
Source: Company filings
M A R T I N M A R I E T T A M A T E R I A L S 35
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Precedent All-Stock Transactions
Announced Merger Parties
2011 Frontier Oil Corp Holly Corp
2010 Whitney Holding Corp Hancock Holding Co 2010 NSTAR Inc Northeast Utilities 2010 Penn Virginia GP Holdings LPPenn Virginia Resource 2010 Inergy Holdings LP Inergy LP
2010 Continental Airlines Inc UAL Corp 2010 Mirant Corp RRI Energy Inc 2010 FNX Mining Quadra Mining
2009 The Black & Decker Corp The Stanley Works Foundation Coal Holdings
2009 Alpha Natural Resources Inc Inc 2009 Atlas Energy Resources LLC Atlas America Inc
2009 Metavante Technologies Inc Fidelity National Info Services Inc 2008 Northwest Airlines Corp Delta Air Lines Inc 2007 Hanover Compressor Co Universal Compression Holdings 2007 Abitibi-Consolidated Inc Bowater Inc
2006 Agere Systems Inc LSI Logic Corp 2006 Cambior Inc IAMGOLD Corp 2006 Glamis Gold Ltd Goldcorp Inc 2006 EuroZinc Mining Corp Lundin Mining Corp
Announced Merger Parties
2006 Peoples Energy Corp WPS Resources Corp 2005 Viking Energy Royalty Trust Harvest Energy Trust 2005 Acclaim Energy Trust StarPoint Energy Trust 2005 SpectraSite Inc American Tower Corp 2005 Great Lakes Chemical Corp Crompton Corp 2004 Wheaton River Minerals Ltd Goldcorp Inc 2004 Kaneb Pipe Line Partners LP Valero LP
2004 Varco International Inc National-Oilwell Inc 2004 Apogent Technologies Inc Fisher Scientific Intl Inc 2004 GreenPoint Financial Corp North Fork Bancorp 2004 ChipPAC Inc ST Assembly Test Services Ltd 2004 Union Planters Corp Regions Financial Corp 2003 Moore Wallace Inc RR Donnelley & Sons Co 2003 Biogen Inc IDEC Pharmaceuticals Corp 2002 Alberta Energy Co Ltd PanCanadian Energy Corp 2001 Westvaco Corp Mead Corp 2001 Marine Drilling Cos Pride International Inc 2001 UTI Energy Corp Patterson Energy Inc
Note: Represents all-stock M&A transactions from 1/1/2001 to 9/30/2011 with North American targets, transaction value between $1B and $10B, and target pro forma ownership between 40% and 60%.
Source: Thomson SDC
M A R T I N M A R I E T T A M A T E R I A L S 36
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Cautionary Note Regarding Forward-Looking Statements
This presentation may include “forward-looking statements.” Statements that include words such as “anticipate,” “expect,” “should be,” “believe,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance are often used to identify forward-looking statements. All statements in this presentation, other than those relating to historical information or current conditions, are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Martin Marietta’s control, which could cause actual results to differ materially from such statements. Risks and uncertainties relating to the proposed transaction with Vulcan include, but are not limited to: Vulcan’s willingness to accept Martin Marietta’s proposal and enter into a definitive transaction agreement reasonably satisfactory to the parties; Martin Marietta’s ability to obtain shareholder, antitrust and other approvals on the proposed terms and schedule; uncertainty as to the actual premium that will be realized by Vulcan shareholders in connection with the proposed transaction; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; Martin Marietta’s ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; Martin Marietta’s ability to promptly and effectively integrate the businesses of Vulcan and Martin Marietta; a downgrade of the credit rating of Vulcan’s indebtedness, which could give rise to an obligation to redeem Vulcan’s existing indebtedness; the potential implications of alternative transaction structures with respect to Vulcan, Martin Marietta and/or the combined company, including potentially requiring an offer to repurchase certain of Martin Marietta’s existing debt; the implications of the proposed transaction on certain of Martin Marietta’s and Vulcan’s employee benefit plans; and disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional risks and uncertainties include, but are not limited to: the performance of the United States economy; decline in aggregates pricing; the inability of the U.S. Congress to pass a successor federal highway bill; the discontinuance of the federal gasoline tax or other revenue related to infrastructure construction; the level and timing of federal and state transportation funding, including federal stimulus projects; the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures; levels of construction spending in the markets that Martin Marietta and Vulcan serve; a decline in the commercial component of the nonresidential construction market, notably office and retail space; a slowdown in residential construction recovery; unfavorable weather conditions, particularly Atlantic Ocean hurricane activity, the late start to spring or the early onset of winter and the impact of a drought or excessive rainfall in the markets served by Martin Marietta and Vulcan; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost of other consumables, namely steel, explosives, tires and conveyor belts; continued increases in the cost of other repair and supply parts; transportation availability, notably barge availability on the Mississippi River system and the availability of railcars and locomotive power to move trains to supply Martin Marietta’s and Vulcan’s long haul distribution markets; increased transportation costs, including increases from higher passed-through energy and other costs to comply with tightening regulations as well as higher volumes of rail and water shipments; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by Martin Marietta’s dolomitic lime products; inflation and its effect on both production and interest costs; Martin Marietta’s ability to successfully integrate acquisitions and business combinations quickly and in a cost-effective manner and achieve anticipated profitability to maintain compliance with Martin Marietta’s leverage ratio debt covenants; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase Martin Marietta’s and/or Vulcan’s tax rate; violation of Martin Marietta’s debt covenant if price and/or volumes return to previous levels of instability; a potential downgrade in the rating of Martin Marietta’s or Vulcan’s indebtedness; downward pressure on Martin Marietta’s or Vulcan’s common stock price and its impact on goodwill impairment evaluations; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; healthcare costs; the amount of long-term debt and interest expense incurred; changes in interest rates; volatility in pension plan asset values which may require cash contributions to pension plans; the impact of environmental clean-up costs and liabilities relating to previously divested businesses; the ability to secure and permit aggregates reserves in strategically located areas; exposure to residential construction markets; and the impact on the combined company (after giving effect to the proposed transaction with Vulcan) of any of the foregoing risks, as well as other risk factors listed from time to time in Martin Marietta’s and Vulcan’s filings with the SEC.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere, including the Risk Factors section of the Registration Statement and our most recent reports on Form 10-K and Form 10-Q, and any other documents of Martin Marietta and Vulcan filed with the SEC. Any forward-looking statements made in this presentation are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
M A R T I N M A R I E T T A M A T E R I A L S 37
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Important Additional Information
This presentation relates to the Exchange Offer by Martin Marietta to exchange each issued and outstanding share of common stock of Vulcan for 0.50 shares of Martin Marietta common stock. This presentation is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Vulcan common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary prospectus/offer to exchange included in the Registration Statement on Form S-4 (the “Registration Statement”) (including the letter of transmittal and related documents and as amended and supplemented from time to time, the “Exchange Offer Documents”) filed by Martin Marietta on December 12, 2011 with the SEC. The Registration Statement has not yet become effective. The Exchange Offer will be made only through the Exchange Offer Documents. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT MARTIN MARIETTA HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Martin Marietta may file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with the solicitation of proxies (the “Vulcan Meeting Proxy Statement”) for the 2012 annual meeting of Vulcan shareholders (the “Vulcan Meeting”). Martin Marietta may also file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with its solicitation of proxies for a meeting of Martin Marietta shareholders (the “Martin Marietta Meeting”) to approve, among other things, the issuance of shares of Martin Marietta common stock pursuant to the Exchange Offer (the “Martin Marietta Meeting Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE VULCAN MEETING PROXY STATEMENT AND THE MARTIN MARIETTA MEETING PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
All documents referred to above, if filed, will be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to Morrow & Co., LLC at (877) 757-5404 (banks and brokers may call (800) 662-5200).
Martin Marietta, its directors and executive officers and the individuals referenced in the Registration Statement to be nominated by Martin Marietta for election to Vulcan’s Board of Directors are participants in any solicitation of proxies from Vulcan shareholders for the Vulcan Meeting or any adjournment or postponement thereof. Martin Marietta, its directors and executive officers are participants in any solicitation of proxies from Martin Marietta shareholders for the Martin Marietta Meeting or any adjournment or postponement thereof. Information about the participants, including a description of their direct and indirect interests, by security holdings or otherwise, is available in the Registration Statement or the proxy statement for Martin Marietta’s 2011 annual meeting of shareholders, filed with the SEC on April 8, 2011, or will be available in the Vulcan Meeting Proxy Statement, the Martin Marietta Meeting Proxy Statement or other relevant solicitation materials that Martin Marietta files with the SEC in connection with the foregoing matters, as applicable.
Martin Marietta anticipates that some divestitures may be required in connection with the regulatory approval process. The financials shown in this presentation reflect the combined operations of Martin Marietta and Vulcan, but do not reflect the impact of any divestitures that may be necessary.
A R T I N M A R I E T T A M A T E R I A L S 38