Page 112 - Martin Marietta - 2024 Proxy Statement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Martin Marietta Materials, Inc.

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Opinions on the Financial Statements and Internal Control over Financial Reporting
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We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the
“Company”) as of December 31, 2023 and 2022, and the related consolidated statements of earnings, of comprehensive
earnings, of total equity and of cash flows for each of the three years in the period ended December 31, 2023, including the
related notes and schedule ofvaluation and qualifying accounts for each of the three years in the period ended December 31,
2023 appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control overfinancial reporting as of December 31, 2023, based on criteria established in Internal Control
‐ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control overfinancial
reporting as of December 31, 2023, based on criteria established in Internal Control ‐ Integrated Framework (2013) issued by
the COSO.
Basis for Opinions
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The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control overfinancial reporting, and for its assessment of the effectiveness of internal control overfinancial reporting, included
in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company's internal control overfinancial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error orfraud, and whether effective internal control overfinancial reporting was maintained
in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error orfraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control overfinancial reporting included obtaining an understanding of internal control overfinancial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control over Financial Reporting
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A company’s internal control overfinancial reporting is a process designed to provide reasonable assurance regarding the
reliability offinancial reporting and the preparation offinancial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Page 10 ♦ 2023 Annual Report