Page 120 - Martin Marietta - 2025 Proxy Statement

expendituresof the companyare being madeonlyinaccordancewithauthorizationsofmanagementand directorsof the
company; and(iii)provide reasonable assurance regarding prevention or timely detectionof unauthorizedacquisition,use,or
disposition of thecompany’s assets that couldhavea material effect on the financial statements.

Because of its inherent limitations, internalcontrol overfinancial reporting may not preventordetect misstatements.Also,
projections of any evaluationof effectivenessto future periods aresubjecttothe risk that controls may become inadequate
because of changes inconditions, or that thedegreeof compliance withthe policiesorprocedures may deteriorate.

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Critical AuditMatters
Thecriticalaudit mattercommunicatedbelow is a matterarising from thecurrent period auditof the consolidated financial
statementsthat was communicatedor requiredtobecommunicatedtothe auditcommitteeand that (i) relates to accounts
ordisclosures that are materialtothe consolidated financialstatementsand (ii) involved ourespecially challenging, subjective,
orcomplex judgments. Thecommunication of critical audit matters does notalterin any way ouropinion on theconsolidated
financial statements,taken as a whole, and we arenot,by communicating thecriticalaudit matter below, providing a separate
opiniononthe critical audit matteroronthe accountsordisclosures to which it relates.
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Acquisition of BWISoutheast – ValuationofMineral Reserves
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Asdescribed in Note Btothe consolidated financialstatements, on April5,2024, the Company completedthe acquisition of
20activeaggregates operations in Alabama, South Carolina, SouthFlorida, Tennessee, andVirginia fromaffiliatesofBlueWater
Industries LLC (BWI Southeast) for$2.05 billion incash, which resulted inthe Companyrecording mineral reservesof $1.9
billion. As disclosedbymanagement,the fairvalueofmineral reserves is determined using anexcessearningsapproach, which
requiressignificant judgment to estimate future cash flowsbased on availablehistorical information and futureexpectations,
as wellassignificant assumptions, which include forecasted revenuesbased on salesprice andshipment volumes, EBITDA
margin, forecasted expenses inclusiveof production costsand capitalneeds, and thediscount rate.
The principal considerations forour determinationthatperforming procedures relating to thevaluation of mineral reserves
acquired inthe acquisitionofBWI Southeast isa critical audit matterare (i)the significant judgment bymanagementwhen
developingthe fairvalueestimateof the mineral reservesacquired; (ii) ahighdegreeof auditor judgment, subjectivity and
effort in performing procedures andevaluating management’ssignificant assumptions related to forecasted revenues, EBITDA
marginand thediscount rate; and (iii) theauditeffort involved theuse of professionals withspecialized skill andknowledge.

Addressing the matterinvolvedperformingproceduresand evaluating auditevidenceinconnectionwith forming ouroverall
opinion on theconsolidated financial statements. These procedures includedtesting theeffectiveness of controls relating to
the acquisition accounting, includingcontrolsover management’s valuation of the mineral reserves acquired. These procedures
alsoincluded, amongothers, (i) reading the purchase agreement; (ii) testing management’sprocess fordevelopingthe fair
valueestimateof the mineral reservesacquired; (iii) evaluating theappropriatenessof the excess earnings approach;(iv)
testing thecompletenessand accuracy of theunderlying data used in theexcessearningsapproach; and(v) evaluating the
reasonableness of thesignificant assumptionsusedbymanagement related to forecasted revenues, EBITDA margin andthe
discount rate. Evaluating management'sassumptions relatedto forecasted revenuesand EBITDA margin involved considering
(i)the current andpastperformance of the BWI Southeast business; (ii) thecurrent and pastperformance of peer companies;
(iii) theconsistency with external market and industry data; and(iv) whether theassumptions wereconsistent withevidence
obtained inother areasof the audit. Professionals withspecialized skill andknowledge were used to assist in evaluating (i)the
appropriatenessof the excess earnings approach and(ii) the reasonablenessof the discount rate assumption.

/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 21,2025
We have served as the Company’s auditorsince 2016.

Page 12 ♦ 2024 Annual Report