RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

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



OVERVIEW

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural
resource-based building materials company. The Company supplies aggregates
(crushed stone, sand and gravel) through its network of approximately 300
quarries, mines and distribution yards in 27 states, Canada and the Bahamas. In
the southwestern and western United States, Martin Marietta also provides cement
and downstream products, namely, ready mixed concrete, asphalt and paving
services, in vertically-integrated structured markets where the Company has a
leading aggregates position. The Company's heavy-side building materials are
used in infrastructure, nonresidential and residential construction
projects. Aggregates are also used in agricultural, utility and environmental
applications and as railroad ballast. The aggregates, cement, ready mixed
concrete and asphalt and paving product lines are reported collectively as the
"Building Materials" business.

Effective January 1, 2020, the Company moved the management of its one quarry in
the state of Washington from the Mid-America Group to the West Group, resulting
in an immaterial change to its reportable segments. The Company conducts its
Building Materials business through three reportable business segments:
Mid-America Group, Southeast Group and West Group.



                                     BUILDING MATERIALS BUSINESS
                                    Mid-America               Southeast
  Reportable Segments                  Group                    Group                  West Group
  Operating Locations             Indiana, Iowa,              Alabama,                  Arkansas,
                                     northern                 Florida,                  Colorado,
                                      Kansas,                 Georgia,              southern Kansas,
                                     Kentucky,              southwestern               Louisiana,
                                     Maryland,                  South               western Nebraska,
                                    Minnesota,                Carolina,             Nevada, Oklahoma,
                                     Missouri,               Tennessee,               Texas, Utah,
                                      eastern                Nova Scotia               Wyoming and
                                  Nebraska, North              and The                 Washington
                                  Carolina, Ohio,              Bahamas
                                   Pennsylvania,
                                  South Carolina,
                                     Virginia
                                     and West
                                     Virginia

     Product Lines                  Aggregates               Aggregates                Aggregates,
                                                                                      Cement, Ready
                                                                                     Mixed Concrete,
                                                                                       Asphalt and
                                                                                         Paving

      Plant Types                 Quarries, Mines             Quarries,             Quarries, Mines,
                                        and                   Mines and                Plants and
                                   Distribution             Distribution              Distribution
                                    Facilities               Facilities                Facilities

Modes of Transportation              Truck and                 Truck,               Truck and Railcar
                                      Railcar                Railcar and
                                                                Ship



The Company also has a Magnesia Specialties business that produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel and mining industries.



CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on
Form 10-K for the year ended December 31, 2019. There were no changes to the
Company's critical accounting policies during the three months ended March 31,
2020.



                                 Page 20 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



RESULTS OF OPERATIONS

The Building Materials business is significantly affected by weather patterns
and seasonal changes. Production and shipment levels for aggregates, cement,
ready mixed concrete and asphalt and paving materials correlate with general
construction activity levels, most of which occur 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. Excessive rainfall, and conversely excessive drought, can also
jeopardize production, shipments and profitability in all markets served by the
Company. Due to the potentially significant impact on the Company's operations
of weather and the coronavirus (COVID-19) pandemic, including governmental
responses to prevent further outbreak of COVID-19 and other matters, current
period results are not indicative of expected performance for other interim
periods or the full year.

Earnings before interest; income taxes; depreciation, depletion and
amortization; and the earnings/loss from nonconsolidated equity affiliates
(Adjusted EBITDA) is an indicator used by the Company and investors to evaluate
the Company's operating performance from period to period. Adjusted EBITDA is
not defined by accounting principles generally accepted in the United States
and, as such, should not be construed as an alternative to net earnings,
operating earnings or operating cash flow. However, the Company's management
believes that Adjusted EBITDA may provide additional information with respect to
the Company's performance and is a measure used by management to evaluate the
Company's performance. Because Adjusted EBITDA excludes some, but not all, items
that affect net earnings and may vary among companies, Adjusted EBITDA as
presented by the Company may not be comparable with similarly titled measures of
other companies.

A reconciliation of net earnings attributable to Martin Marietta Materials, Inc. to consolidated Adjusted EBITDA is as follows:





                                                            Three Months Ended
                                                                 March 31,
                                                         2020               2019(1)
                                                           (Dollars in Millions)

Net Earnings Attributable to Martin Marietta


  Materials, Inc.                                   $          25.9      $  

42.9


Add back (deduct):
Interest expense, net of interest income                       29.6         

32.8


Income tax expense (benefit) for controlling
interests                                                       0.1                (5.0 )
Depreciation, depletion and amortization and
earnings/loss
  from nonconsolidated equity affiliates                       93.4         

87.5


Consolidated Adjusted EBITDA                        $         149.0      $  

158.2

(1) 2019 EBITDA, when compared with the amount presented in the first quarter 2019 earnings release, has been restated to conform to the 2020 calculation methodology.


                                 Page 21 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)


Financial highlights for the quarter ended March 31, 2020 (unless noted, all comparisons are versus the prior-year quarter):

? Consolidated total revenues of $958.2 million compared with $939.0 million,

an increase of 2%

? Building Materials business products and services revenues of $831.1 million

compared with $809.1 million, and Magnesia Specialties products revenues of

$59.9 million compared with $69.2 million

? Consolidated gross profit of $142.4 million compared with $142.9 million

? Consolidated earnings from operations of $57.8 million compared with $69.2

million

? Net earnings attributable to Martin Marietta of $25.9 million compared with

$42.9 million

? Consolidated Adjusted EBITDA of $149.0 million compared with $158.2 million

? Earnings per diluted share of $0.41 compared with $0.68




The following tables present total revenues, gross profit (loss), selling,
general and administrative (SG&A) expenses and earnings (loss) from operations
data for the Company and its reportable segments by product line for the three
months ended March 31, 2020 and 2019. In each case, the data is stated as a
percentage of revenues of the Company or the relevant segment or product line,
as the case may be. The Company's two cold mix asphalt plants have been
reclassified from the asphalt and paving product line to the aggregates product
line. These operations did not represent a material amount of product revenues
and gross profit. Prior-year information has been reclassified to conform to the
presentation of the Company's current reportable product lines. Additionally,
prior-year segment information has been reclassified to conform to the
operations and management reporting structure change effective January 1, 2020
(see Note 1 to financial statements).

                                 Page 22 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)





                                                            Three Months Ended March 31,
                                                      2020                                  2019
                                        Amount            % of Revenues          Amount        % of Revenues
                                                               (Dollars in Millions)
Total revenues:
Building Materials Business:
Products and services
Mid-America Group
Aggregates                            $     241.0                              $    229.6
Southeast Group
Aggregates                                  116.9                                   115.3
West Group
Aggregates                                  212.4                                   200.0
Cement                                      106.6                                    99.0
Ready mixed concrete                        189.7                                   211.2
Asphalt and paving                           18.1                                    12.4
Less: Interproduct revenues                 (53.6 )                                 (58.4 )
West Group Total                            473.2                                   464.2
Products and services                       831.1                                   809.1
Freight                                      61.4                                    55.8
Total Building Materials Business           892.5                           

864.9


Magnesia Specialties Business:
Products                                     59.9                           

69.2


Freight                                       5.8                           

4.9


Total Magnesia Specialties Business          65.7                                    74.1
Total                                 $     958.2                              $    939.0



                                 Page 23 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



                                                        Three Months Ended March 31,
                                                   2020                               2019
                                        Amount        % of Revenues        Amount        % of Revenues
                                                            (Dollars in Millions)
Gross profit (loss):
Building Materials Business:
Products and services
Mid-America Group
Aggregates                            $     38.0                15.8     $     45.0                19.6
Southeast Group
Aggregates                                  21.9                18.7           26.5                23.0
West Group
Aggregates                                  33.5                15.8           26.5                13.3
Cement                                      27.3                25.6           13.8                13.9
Ready mixed concrete                         5.9                 3.1           14.5                 6.9
Asphalt and paving                          (8.1 )                             (8.3 )
West Group Total                            58.6                12.4           46.5                10.0
Products and services                      118.5                14.3          118.0                14.6
Freight                                     (0.3 )                             (0.2 )
Total Building Materials Business          118.2                13.2          117.8                13.6
Magnesia Specialties Business:
Products                                    26.1                43.5           26.5                38.5
Freight                                     (0.9 )                             (1.0 )
Total Magnesia Specialties Business         25.2                38.4           25.5                34.5
Corporate                                   (1.0 )                             (0.4 )
Total                                 $    142.4                14.9     $    142.9                15.2

Aggregates Products Gross Profit Rollforward

The following presents a rollforward of aggregates products gross profit (dollars in millions):

Aggregates products gross profit, quarter ended March 31, 2019 $ 98.0 Volume

                                                               2.6
Pricing                                                             14.8
Operational performance (1)                                        (22.0 )
Change in aggregates products gross profit                          (4.6 )

Aggregates products gross profit, quarter ended March 31, 2020 $ 93.4




(1) Inclusive of cost increases/decreases, product and geographic mix and other
    operating impacts




                                 Page 24 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



                                                   Three Months Ended March 31,
                                               2020                            2019
                                                       % of                           % of
                                      Amount         Revenues         Amount        Revenues
                                                      (Dollars in Millions)
Selling, general & administrative
expenses:
Building Materials Business:
Mid-America Group                   $      17.8                     $     15.6
Southeast Group                             6.9                            5.3
West Group                                 33.4                           29.3
Total Building Materials Business          58.1                           50.2
Magnesia Specialties                        3.5                            2.9
Corporate                                  17.1                           25.2
Total                               $      78.7             8.2     $     78.3             8.3

Earnings (Loss) from operations:
Building Materials Business:
Mid-America Group                   $      20.8                     $     30.6
Southeast Group                            14.0                           21.1
West Group                                 22.7                           20.3
Total Building Materials Business          57.5                           72.0
Magnesia Specialties                       21.7                           22.6
Corporate                                 (21.4 )                        (25.4 )
Total                               $      57.8             6.0     $     69.2             7.4


                                 Page 25 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



Building Materials Business

The following tables present aggregates products volume and pricing variance data and shipments data by segment:





                                     Three Months Ended
                                       March 31, 2020
                                  Volume           Pricing
Volume/Pricing variance (1)
Mid-America Group                      4.3 %            1.4 %
Southeast Group                       (3.2 )%           4.7 %
West Group                             2.5 %            3.7 %
Total Aggregates Operations(2)         2.3 %            2.7 %




                                   Three Months Ended
                                        March 31,
                                   2020           2019
                                   (Tons in Millions)
Shipments
Mid-America Group                     16.5          15.8
Southeast Group                        6.2           6.4
West Group                            15.6          15.2

Total Aggregates Operations(2) 38.3 37.4

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

(2) Total aggregates operations include acquisitions from the date of acquisition and divestitures through the date of disposal.



Shipments for the Mid-America Group increased 4.3%. Robust warehouse and data
center construction activity in Iowa and Indiana more than offset the
anticipated lower infrastructure shipments in North Carolina. Geographic mix
limited pricing growth to 1.4%. Shipments for the Southeast Group decreased 3.2%
as significant rainfall hindered otherwise robust construction activity. Pricing
growth of 4.7% reflected the underlying strength of the North Georgia and
Florida markets. West Group shipments increased 2.5%, with double-digit growth
in Colorado partially offset by weather-impacted construction delays in Texas.
Pricing improved 3.7%.

                                 Page 26 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



The following table presents shipments data for the Building Materials business
by product line.



                                                      Three Months Ended
                                                           March 31,
                                                      2020           2019
Shipments
Aggregates (in millions):
Tons to external customers                               36.0          35.4
Internal tons used in other product lines                 2.3           2.0
Total aggregates tons                                    38.3          37.4

Cement (in millions):
Tons to external customers                                0.7           0.6
Internal tons used in ready mixed concrete                0.2           0.3
Total cement tons                                         0.9           0.9

Ready Mixed Concrete (in millions of cubic yards)         1.7           1.9

Asphalt (in millions):
Tons to external customers                                0.1             -
Internal tons used in paving business                     0.1           0.1
Total asphalt tons                                        0.2           0.1




The average selling price by product line for the Building Materials business is
as follows:

                                                 Three Months Ended
                                                     March 31,
                                          2020         2019        % Change
Aggregates (per ton)                    $  14.80     $  14.42            2.7 %
Cement (per ton)                        $ 113.77     $ 110.93            2.6 %
Ready Mixed Concrete (per cubic yard)   $ 114.35     $ 109.28            4.6 %
Asphalt (per ton)                       $  45.43     $  45.92           (1.1 )%


Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased, driven by large projects in Texas, Colorado, Iowa and Indiana. The infrastructure market accounted for 32% of first-quarter aggregates shipments, which is below the Company's most recent ten-year annual average of 45% but consistent with historical first-quarter trends.



Aggregates shipments to the nonresidential market increased modestly following
double-digit growth in commercial and heavy industrial construction activity in
the prior-year quarter. The Company continued to benefit from distribution
center, warehouse and data center projects in key geographies, including Texas,
Colorado, Georgia, Florida and Iowa, as well as the early phases of several
large energy-sector projects along the Gulf Coast. The nonresidential market
represented 36% of first-quarter aggregates shipments.

                                 Page 27 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



Aggregates shipments to the residential market declined slightly when compared
with the robust growth in homebuilding activity in the prior-year quarter.
Ongoing homebuilding activity in Texas and Georgia was hindered by significant
rainfall during first-quarter 2020. The residential market accounted for 25% of
first-quarter aggregates shipments.

The ChemRock/Rail market accounted for the remaining 7% of first-quarter aggregates shipments. Volumes to this end use increased, driven by improved ballast shipments to the Class I western railroads and higher agricultural lime shipments.

Building Materials Business Product Lines



First-quarter aggregates shipments and pricing increased 2.3% and 2.7%,
respectively, compared with the prior-year period. Aggregates product gross
margin declined 160 basis points to 16.4%, despite improved operating leverage,
largely driven by a $15.2 million, or 260 basis points, year-over-year impact of
lower unit production costs on aggregates inventory standards.

First-quarter cement shipments increased 5.2% and pricing improved 2.6% compared
with the prior-year period. Pricing gains and production efficiencies from
increased shipment and production levels, coupled with lower maintenance costs,
contributed to the 1,170-basis-point expansion in cement product gross margin to
25.6%.

Ready mixed concrete pricing improved 4.6% while shipments declined 14.1% in the
first quarter as compared with the prior-year period, primarily attributable to
weather-impacted project delays in Texas that more than offset double-digit
growth in Colorado. Asphalt volume increased 80.6% attributable to favorable
weather compared with the prior-year period. Asphalt pricing decreased 1.1% due
to unfavorable product mix.

Magnesia Specialties Business

Magnesia Specialties product revenues decreased 13.4% to $59.9 million,
consistent with expectations and driven by continued declines in chemicals
products as international customers rationalize inventory levels. Lime shipments
to the steel industry were flat. Product gross profit was $26.1 million compared
with $26.6 million. Product gross margin improved 500 basis points to 43.5% due
to lower energy costs and effective cost control measures. Earnings from
operations were $21.7 million compared with $22.6 million.

Consolidated Operating Results

Consolidated SG&A was 8.2% of total revenues compared with 8.3% in the prior-year quarter. Earnings from operations for the quarter were $57.8 million in 2020 compared with $69.2 million in 2019.



Among other items, other operating income and expenses, net, includes gains and
losses on the sale of assets; recoveries and write-offs related to customer
accounts receivable; rental, royalty and services income; accretion expense,
depreciation expense and gains and losses related to asset retirement
obligations. For the first quarter, consolidated other operating expenses and
income, net, was an expense of $5.6 million in 2020 and income of $4.7 million
in 2019. The expense in 2020 included higher bad debt expense and lower gains on
sales of assets compared with the prior year. The income in 2019 reflected the
reversal of $4.2 million of accruals for unclaimed property contingencies.

                                 Page 28 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



Other nonoperating income and expenses, net, includes interest income; pension
and postretirement benefit cost, excluding service cost; foreign currency
transaction gains and losses; equity in earnings or losses of nonconsolidated
affiliates and other miscellaneous income and expenses. For the first quarter,
other nonoperating expenses and income, net, was expense of $2.0 million and
income of $1.6 million in 2020 and 2019, respectively. The 2020 expense included
$5.6 million to finance third-party railroad maintenance.

Income Tax Expense (Benefit)



For the three months ended March 31, 2020, the effective income tax rate
included a $6.9 million discrete benefit from financing third-party railroad
maintenance. In exchange, the Company received a federal income tax credit and
deduction. For the three months ended March 31, 2019, the effective income tax
rate included a $13.2 million discrete benefit from a change in the tax status
of a subsidiary from a partnership to a corporation, contributing to an overall
income tax benefit of $5.0 million.

LIQUIDITY AND CAPITAL RESOURCES



For the three months ended March 31, cash provided by operating activities was
$106.7 million in 2020 compared with $117.9 million in 2019. Operating cash flow
is primarily derived from consolidated net earnings before deducting
depreciation, depletion and amortization, and the impact of changes in working
capital. Depreciation, depletion and amortization were as follows:



                   Three Months Ended
                       March 31,
                  2020             2019
                 (Dollars in Millions)
Depreciation   $      83.1        $  78.1
Depletion              7.0            5.9
Amortization           4.9            5.2
Total          $      95.0        $  89.2




The seasonal nature of construction activity impacts the Company's quarterly
operating cash flow when compared with the full year. Full-year 2019 net cash
provided by operating activities was $966.1 million.

During the three months ended March 31, 2020, the Company paid $104.1 million for capital investments.



The Company can repurchase its common stock through open-market purchases
pursuant to authority granted by its Board of Directors or through private
transactions at such prices and upon such terms as the Chief Executive Officer
deems appropriate. The Company repurchased 210,616 shares of common stock during
the first three months of 2020, at an aggregate cost of $50.0 million. At
March 31, 2020, 13,520,952 shares of common stock were remaining under the
Company's repurchase authorization. Future share repurchases are at the
discretion of management and have been temporarily suspended as of March 2020 in
light of the COVID-19 pandemic subject to management's determination to resume
repurchases.

                                 Page 29 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



On March 5, 2020, the Company issued $500 million aggregate principal amount of
2.500% Senior Notes due 2030 (the 2.500% Senior Notes). The 2.500% Senior Notes
are carried net of original issue discount, which is being amortized by the
effective interest method over the life of the issue. The 2.500% Senior Notes
are redeemable prior to December 15, 2029 at their make-whole redemption price
at a discount rate of the U.S. Treasury Rate plus 30 basis points, or on or
after December 15, 2029 at a redemption price equal to 100% of the principal
amount plus accrued and unpaid interest to the date of redemption. The Company
intends to use the net proceeds for general corporate purposes, including the
repayment at maturity of $300 million of existing floating rate notes due May
2020.

The Company has a $700 million five-year senior unsecured revolving facility
(the Revolving Facility), which expires on December 5, 2024. The Revolving
Facility requires the Company's ratio of consolidated debt-to-consolidated
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 Company may
exclude from the Ratio debt incurred in connection with certain acquisitions
during the quarter or the three preceding quarters so long as the Ratio
calculated without such exclusion does not exceed 3.75x. Additionally, if there
are no amounts outstanding under the Revolving Facility and the $400 million
trade receivable securitization facility (the Trade Receivable Facility) held by
the Company's wholly-owned special-purpose subsidiary, consolidated debt,
including debt for which the Company is a co-borrower, may be reduced by the
Company's unrestricted cash and cash equivalents in excess of $50 million, such
reduction not to exceed $200 million, for purposes of the covenant calculation.

The Ratio is calculated as debt, including debt for which the Company is a
co-borrower, divided by consolidated EBITDA, as defined by the Company's
Revolving Facility, for the trailing-twelve months. Consolidated EBITDA is
generally defined as earnings before interest expense, income tax expense, and
depreciation and amortization expense. Additionally, stock-based compensation
expense is added back and interest income is deducted in the calculation of
consolidated EBITDA. During periods that include an acquisition, pre-acquisition
adjusted EBITDA of the acquired company is added to consolidated EBITDA as if
the acquisition occurred on the first day of the calculation period. Certain
other nonrecurring items, if they occur, can affect the calculation of
consolidated EBITDA.

                                 Page 30 of 41

--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)


At March 31, 2020, the Company's ratio of consolidated debt-to-consolidated EBITDA, as defined by the Company's Revolving Facility, for the trailing-twelve months was 2.56 times and was calculated as follows:





                                                                   April 1, 2019 to
                                                                    March 31, 2020
                                                                 (Dollars in Millions)
Earnings from continuing operations attributable to Martin
Marietta                                                        $                 595.0
Add back:
Income tax expense                                                                141.4
Interest expense                                                                  126.2

Depreciation, depletion and amortization expense and noncash


  nonconsolidated equity affiliate adjustment                               

389.2


Stock-based compensation expense                                                   33.1

Deduct:
Interest income                                                            

(0.5 ) Consolidated EBITDA, as defined by the Company's Revolving Facility

                                                        $           

1,284.4

Consolidated net debt, as defined and including debt for which the Company


   is a co-borrower, at March 31, 2020                          $           

3,283.0

Consolidated debt-to-consolidated EBITDA, as defined by the Company's Revolving


  Facility, at March 31, 2020 for the trailing-twelve months
EBITDA                                                                       2.56 times




The Trade Receivable Facility contains a cross-default provision to the
Company's other debt agreements. In the event of a default on the Ratio, the
lenders can terminate the Revolving Facility and Trade Receivable Facility and
declare any outstanding balances as immediately due. Outstanding amounts on the
Trade Receivable Facility have been classified as a current liability on the
Company's consolidated balance sheet.

Cash on hand, along with the Company's projected internal cash flows and
availability of financing resources, including its access to debt and equity
capital markets, is expected to continue to be sufficient to provide the capital
resources necessary to support anticipated operating needs, cover debt service
requirements, address near-term debt maturities, meet capital expenditures and
discretionary investment needs, fund certain acquisition opportunities that may
arise, allow the repurchase of shares of the Company's common stock when the
repurchase program is resumed and allow for payment of dividends for the
foreseeable future. Any future significant strategic acquisition for cash would
likely require an appropriate balance of newly-issued equity with debt in order
to maintain a composite investment-grade credit rating. At March 31, 2020, the
Company had $757.7 million of unused borrowing capacity under its Revolving
Facility and Trade Receivable Facility, subject to complying with the related
leverage covenant. The Revolving Facility matures on December 5, 2024 and the
Trade Receivable Facility expires September 23, 2020. The Company has $300
million of floating rate senior notes due in May 2020. Historically, the Company
has successfully extended the maturity dates of these credit
facilities. Further, other than the $300 million Floating Rate Senior Notes that
mature in May 2020, for which the Company issued new 10-year notes in March 2020
to fund their repayment, the Company does not have any publicly-traded debt that
matures prior to 2024. While the future impact of the COVID-19 pandemic is not
currently quantifiable, management believes the Company's liquidity is
sufficient to meet its cash flow needs through the foreseeable future.

                                 Page 31 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



The Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed
into law in March 2020 and provides liquidity support for businesses. The CARES
Act allows the Company to defer the payment of the 6.2% employer share of Social
Security taxes for the period from March 27, 2020 through December 31,
2020. Half of the deferred obligation will be due December 31, 2021 and the
remaining half will be due December 31, 2022. There will be no interest assessed
on amounts deferred. The Company estimates it will defer payment of
approximately $25 million under this provision.

The CARES Act also provides a quarterly refundable employee retention credit if
companies suspend operations due to government restrictions or experience a 50%
or more decline in quarterly revenues compared with the prior-year quarter. The
credit is equal to 50% of qualified wages, up to $10,000 per employee who is not
performing services to the Company. While the Company has had minimal short-term
shutdowns related to the COVID-19 pandemic such that the Company has not
utilized this aid, if future shutdowns are mandated and more extensive, the
Company would be eligible to claim this credit.

The CARES Act also includes other provisions, including increasing the interest
expense deduction limitation to 50% of adjusted taxable income and providing a
credit facility for investment-grade companies. The Company does not currently
expect the interest expense deduction provision to result in a change in its
ability to take a full income tax deduction. The Company also believes it has
adequate liquidity and does not currently expect to utilize the credit facility.

Additionally, the Internal Revenue Service and many of the state revenue
departments have issued guidance allowing companies to defer tax payments
normally due on or after April 1, 2020 but before July 15, 2020 to July 15,
2020. As such, the Company has elected to defer the majority of its 2020
estimated income tax payments that were due April 15, 2020 until July 15, 2020,
and plans to defer its second quarter 2020 estimated tax payments from June 15,
2020 to July 15, 2020.

TRENDS AND RISKS

The Company outlined the risks associated with its business in its Annual Report
on Form 10-K for the year ended December 31, 2019. Management continues to
evaluate its exposure to all operating risks on an ongoing basis. A discussion
of risks and uncertainties related to the COVID-19 pandemic are included in

Part II, Item 1A Risk Factors of this report.

OUTLOOK



Of the Company's three primary end uses, the outlook for infrastructure
construction, particularly for aggregates-intensive highways and streets, is
expected to be the most near-term resilient. While the majority of the United
States has currently been ordered to shelter in place, most state Departments of
Transportation (DOTs) are currently operational and continue to advance current
and planned transportation projects, capitalizing on the reduction of vehicles
on the road and related traffic congestion. Florida, for example, recently
announced plans to accelerate $2.1 billion of critical transportation projects.
That said, state DOTs are experiencing lower tax revenue collections and states
may have other short-term funding needs relating to the COVID-19 impact that may
impact decrease the scale and/or postpone the timing of future construction.

                                 Page 32 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



OTHER MATTERS

If you are interested in Martin Marietta stock, management recommends that, at a
minimum, you read the Company's current annual report and Forms 10-K, 10-Q and
8-K reports to the Securities and Exchange Commission (SEC) over the past
year. The Company'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 Company'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 Company's Corporate Secretary, who
will provide copies of such reports.

Investors are cautioned that all statements in this Form 10-Q that relate to the
future involve risks and uncertainties, and are based on assumptions that the
Company believes in good faith are reasonable but which may be materially
different from actual results. These statements, which are forward-looking
statements under the Private Securities Litigation Reform Act of 1995, give the
investor the Company'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," "expect," "should
be," "believe," "will," and other words of similar meaning in connection with
future events or future operating or financial performance. Any or all of
management's forward-looking statements here and in other publications may turn
out to be wrong.

The Company's outlook is subject to various risks and uncertainties, and is
based on assumptions that the Company believes in good faith are reasonable but
which may be materially different from actual results. Factors that the Company
currently believes could cause actual results to differ materially from the
forward-looking statements in this Form 10-Q (including the outlook) include,
but are not limited to: the ability of the Company to face challenges, including
those posed by the COVID-19 pandemic and implementation of any such related
response plans; the resiliency and potential declines of the Company's various
construction end-use markets; the potential negative impact of the COVID-19
pandemic on the Company's ability to continue supplying heavy-side building
materials and related services at normal levels or at all in the Company's key
regions; the duration, impact and severity of the impact of the COVID-19
pandemic on the Company, including the markets in which the Company does
business, its suppliers, customers or other business partners as well as the
Company's employees; the economic impact of government responses to the
pandemic; the performance of the United States economy, including the impact on
the economy of the COVID-19 pandemic and governmental orders restricting
activities imposed to prevent further outbreak of COVID-19; shipment declines
resulting from economic events beyond the Company's control; a widespread
decline in aggregates pricing, including a decline in aggregates shipment volume
negatively affecting aggregates price; the history of both cement and ready
mixed concrete being subject to significant changes in supply, demand and price
fluctuations; the termination, capping and/or reduction or suspension of the
federal and/or state gasoline tax(es) or other revenue related to public
construction; the level and timing of federal, state or local transportation or
infrastructure or public projects funding, most particularly in Texas, Colorado,
North Carolina, Georgia, Iowa and Maryland; the impact of governmental orders
restricting activities imposed to prevent further outbreak of COVID-19 on
travel, potentially reducing state fuel tax revenues used to fund highway
projects; the United States Congress' inability to reach agreement among
themselves or with the Administration on policy issues that impact the federal
budget; 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 Company serves; a reduction in defense
spending and the subsequent impact on construction activity on or near military
bases; a decline in the commercial component of the nonresidential construction
market, notably office and retail space, including a decline resulting from
economic distress related to the COVID-19 pandemic; a decline in energy-related
construction activity resulting from a sustained period of low global oil prices
or changes in oil production patterns or capital spending in response to this
decline, particularly in Texas; increasing residential mortgage rates and other
factors

                                 Page 33 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)



that could result in a slowdown in residential construction; unfavorable weather
conditions, particularly Atlantic Ocean and Gulf of Mexico 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 Company, any of which
can significantly affect production schedules, volumes, product and/or
geographic mix and profitability; whether the Company's operations will continue
to be treated as "essential" operations under applicable government orders
restricting business activities imposed to prevent further outbreak of COVID-19
or, even if so treated, whether site-specific health and safety concerns might
otherwise require certain of the Company's operations to be halted for some
period of time; the volatility of fuel costs, particularly diesel fuel, and the
impact on the cost, or the availability generally, of other consumables, namely
steel, explosives, tires and conveyor belts, and with respect to the Company's
Magnesia Specialties business, natural gas; continued increases in the cost of
other repair and supply parts; construction labor shortages and/or supply­chain
challenges; unexpected equipment failures, unscheduled maintenance, industrial
accident or other prolonged and/or significant disruption to production
facilities; increasing governmental regulation, including environmental laws;
the failure of relevant government agencies to implement expected regulatory
reductions; transportation availability or a sustained reduction in capital
investment by the railroads, notably the availability of railcars, locomotive
power and the condition of rail infrastructure to move trains to supply the
Company's Texas, Colorado, Florida, Carolinas and the Gulf Coast markets,
including the movement of essential dolomitic lime for magnesia chemicals to the
Company's plant in Manistee, Michigan and its customers; increased
transportation costs, including increases from higher or fluctuating
passed-through energy costs or fuel surcharges, and other costs to comply with
tightening regulations, as well as higher volumes of rail and water shipments;
availability of trucks and licensed drivers for transport of the Company's
materials; availability and cost of construction equipment in the United States;
weakening in the steel industry markets served by the Company's dolomitic lime
products; trade disputes with one or more nations impacting the U.S. economy,
including the impact of tariffs on the steel industry; unplanned changes in
costs or realignment of customers that introduce volatility to earnings,
including that of the Magnesia Specialties business that is running at capacity;
proper functioning of information technology and automated operating systems to
manage or support operations; inflation and its effect on both production and
interest costs; the concentration of customers in construction markets and the
increased risk of potential losses on customer receivables; the impact of the
level of demand in the Company's end-use markets, production levels and
management of production costs on the operating leverage and therefore
profitability of the Company; the possibility that the expected synergies from
acquisitions will not be realized or will not be realized within the expected
time period, including achieving anticipated profitability to maintain
compliance with the Company's leverage ratio debt covenant; changes in tax laws,
the interpretation of such laws and/or administrative practices that would
increase the Company's tax rate; violation of the Company's debt covenant if
price and/or volumes return to previous levels of instability; downward pressure
on the Company's common stock price and its impact on goodwill impairment
evaluations; the possibility of a reduction of the Company's credit rating to
non-investment grade; and other risk factors listed from time to time found in
the Company's filings with the SEC.

You should consider these forward-looking statements in light of risk factors
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019 and other periodic filings made with the SEC. All of the
Company's forward-looking statements should be considered in light of these
factors. In addition, other risks and uncertainties not presently known to the
Company or that the Company considers immaterial could affect the accuracy of
its forward-looking statements, or adversely affect or be material to the
Company. The Company assumes no obligation to update any such forward-looking
statements.

                                 Page 34 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                         For the Quarter March 31, 2020

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                             RESULTS OF OPERATIONS

                       First Quarter Ended March 31, 2020

                                  (Continued)


INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019, by writing to:



Martin Marietta

Attn: Corporate Secretary

2710 Wycliff Road

Raleigh, North Carolina 27607-3033

Additionally, Martin Marietta'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 Company'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) 510-4776

Website address: www.martinmarietta.com

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


                                 Page 35 of 41

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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

                                   FORM 10-Q

                      For the Quarter Ended March 31, 2020

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