Page 119 - Martin Marietta - 2025 Proxy Statement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm
Tothe BoardofDirectors andShareholdersofMartin Marietta Materials, Inc.

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Opinions on theFinancial Statements andInternalControloverFinancial Reporting
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We have auditedthe accompanyingconsolidatedbalance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the
"Company") as of December 31,2024 and 2023, and the related consolidated statements of earnings,of comprehensive
earnings, of totalequityand of cash flows for each of thethree years inthe period ended December31, 2024, including the
related notesand scheduleofvaluation andqualifying accounts for each of thethree years inthe period ended
December31, 2024 appearingunder Item 15(a)(2) (collectivelyreferredtoasthe "consolidated financialstatements"). We also
have auditedthe Company's internalcontrol overfinancial reporting as of December 31,2024, basedoncriteriaestablished in
Internal Control - Integrated Framework (2013) issued by the Committeeof SponsoringOrganizations of theTreadway
Commission (COSO).
In ouropinion,the consolidated financialstatements referredtoabove present fairly, in all material respects, the financial
positionof the CompanyasofDecember31, 2024 and 2023, andthe resultsofits operations and its cash flows for each of the
three years in the periodended December 31, 2024 in conformity with accountingprinciplesgenerally accepted in theUnited
Statesof America.Also inour opinion, the Company maintained, inall material respects,effective internal controlover financial
reporting as of December 31,2024, basedoncriteriaestablished in Internal Control -IntegratedFramework (2013) issued by
the COSO.
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Basisfor Opinions
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The Company's management is responsible forthese consolidated financialstatements, for maintaining effective internal
control overfinancial reporting, and for itsassessmentof the effectivenessofinternalcontrol overfinancial reporting, included
inthe accompanying Management’s Report on Internal ControloverFinancial Reporting. Our responsibilityistoexpress
opinionsonthe Company’sconsolidated financialstatementsand on the Company's internal controlover financial reporting
based on ouraudits.Weare a public accounting firm registered with thePublic Company AccountingOversight Board(United
States) (PCAOB) and are requiredtobe independent with respecttothe Companyinaccordance with theU.S. federal securities
lawsand theapplicable rulesand regulationsof the Securities and Exchange Commission andthe PCAOB.

Weconducted ouraudits inaccordance with thestandards of thePCAOB. Those standards require that we plan andperform
the audits to obtain reasonable assuranceabout whetherthe consolidated financialstatementsare free of material
misstatement, whetherdue to erroror fraud, and whethereffective internalcontrol overfinancial reporting was maintained
in all material respects.

Ourauditsof the consolidated financialstatements included performing procedurestoassess the risks of material
misstatementof theconsolidated financial statements, whether duetoerror orfraud, andperforming procedures that respond
tothose risks. Such procedures includedexamining,ona test basis, evidence regardingthe amountsand disclosures inthe
consolidated financialstatements. Ourauditsalso includedevaluatingthe accountingprinciplesusedand significantestimates
madeby management, as wellasevaluatingthe overallpresentationof the consolidated financialstatements. Ourauditof
internalcontrol overfinancial reporting included obtaining anunderstanding of internal controlover financial reporting,
assessing the riskthata material weakness exists, and testing and evaluating thedesignand operatingeffectivenessofinternal
controlbased on theassessed risk. Ourauditsalso included performing suchother procedures as we considered necessary in
thecircumstances.Webelieve that ouraudits providea reasonable basis for ouropinions.
Definition and Limitations of Internal ControloverFinancial Reporting
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Acompany’s internal controlover financial reporting isa processdesignedto provide reasonable assurance regarding the
reliabilityoffinancial reporting and the preparation offinancialstatements for external purposes inaccordance with generally
accepted accounting principles.A company’s internalcontrol overfinancial reporting includesthose policiesand procedures
that (i) pertaintothe maintenanceofrecords that, in reasonabledetail, accurately and fairlyreflect thetransactionsand
dispositionsof the assets of thecompany;(ii) provide reasonableassurancethattransactionsare recorded as necessary to
permitpreparation offinancialstatements inaccordance withgenerally accepted accountingprinciples, andthat receiptsand

2024 Annual Report ♦ Page 11