Page 118 - Martin Marietta - 2025 Proxy Statement

STATEMENT OF RESPONSIBILITY AND MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Statement of Responsibility and Management’s Report on Internal Control over Financial
Reporting
Management’s Statement of Responsibility
The managementof Martin Marietta Materials,Inc.(the Company or Martin Marietta) is responsible for theconsolidated
financial statements,the related financial informationcontained in this Form 10-K andthe establishmentand maintenanceof
adequate internal controlover financial reporting. The consolidated balancesheets for Martin Marietta, at December31, 2024
and 2023, andthe relatedconsolidatedstatementsof earnings, comprehensiveearnings, totalequityand cash flows for each
of the threeyears in the periodended December 31,2024, include amountsbased on estimatesand judgmentsand have been
prepared inaccordance withaccountingprinciplesgenerally accepted in theUnitedStatesapplied on aconsistent basis.
A system of internal controlover financial reporting isdesignedtoprovide reasonable assurance, in acost-effective manner,
thatassetsare safeguarded, transactions areexecutedand recorded in accordance with management’s authorization,
accountabilityfor assets is maintained and financial statements are preparedand presented fairlyinaccordance with
accountingprinciplesgenerally accepted in the United States.Internalcontrol systemsover financial reportinghave inherent
limitations and may notprevent or detect misstatements. Therefore,eventhose systemsdeterminedtobeeffective can
provideonlyreasonableassurance with respectto financial statementpreparation andpresentation.
The Company operatesinanenvironment that establishesanappropriate system of internal controlover financial reporting
and ensuresthatthe system is maintained, assessedand monitoredona periodic basis. This internal controlsystem includes
examinationsbyinternalaudit staff and oversight by the Audit Committee of the Board of Directors.
The Company’s management recognizes its responsibility to fostera strong ethicalclimate. Management has issued written
policystatementsthat documentthe Company’sbusinesscodeof ethics. The importanceof ethical behavioris regularly
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communicatedtoall employeesthrough thedistributionof the Code of EthicalBusinessConduct andthrough ongoing
educationand review programs designed to create astrongcommitmenttoethical business practices.
TheAudit Committeeof the BoardofDirectors, which consists offour independent,nonemployee directors, meetsperiodically
and separately with management,the independent auditors andthe internal auditors to review theactivitiesof each. TheAudit
Committee meets standardsestablished by theSecuritiesand Exchange Commission (SEC) and theNew York Stock Exchange
asthey relatetothe compositionand practicesof audit committees.

Management’s Report on Internal Control over Financial Reporting
The managementof MartinMarietta is responsible forestablishing and maintaining adequate internal controlover financial
reporting.Managementassessedthe effectivenessof the Company’s internalcontrol overfinancial reporting as of
December31, 2024. In makingthisassessment, management used thecriteriaset forth in Internal Control—Integrated
Framework (2013) issuedby the Committeeof SponsoringOrganizations of theTreadwayCommission (2013 framework).
Based on management’s assessment underthe 2013 framework, management concludedthatthe Company’s internalcontrol
over financial reporting was effectiveasofDecember31, 2024.
The consolidated financialstatementsof the CompanyasofDecember31, 2024 and 2023, and for each of thethree years in
the period ended December31, 2024, andtheeffectiveness of the Company’s internal controlover financial reporting asof
December 31,2024, have been auditedby PricewaterhouseCoopers LLP, an independent registered public accounting firm,
whose report appearsonthe following pages.

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C. Howard Nye, Chair, President and ChiefEe E E xecutive Officer JamesA.J. Nickolas, ExecutiveVice President and ChiefFinancial
Officer
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February 21,2025
Page10 ♦ 2024 Annual Report