February 1, 2002 Janice K Henry Martin Marietta Materials 2710 Wycliff Road Raleigh, NC 27607-3033 RE: Amended Schedule 13G Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934 is a report on Schedule 13G reporting beneficial ownership at December 31, 2002 by American Express Financial Corporation in Common Stock of Martin Marietta Materials. Sincerely, /s/ Steve Turbenson - -------------------- Steve Turbenson Director - Fund Administration EnclosureSECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Amendment 2 Martin Marietta Materials - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 573284106 - -------------------------------------------------------------------------------- (CUSIP Number) The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP NO. 573284106 1) Name of Reporting Person American Express Financial Corporation S.S. or I.R.S. Identification IRS No. 13-3180631 No. of Above Person 2) Check the Appropriate Box (a) if a Member of a Group (b) X - Joint Filing 3) SEC Use Only 4) Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) Sole Voting Power -0- (6) Shared Voting Power 78,579 (7) Sole Dispositive Power -0- (8) Shared Dispositive Power 1,041,878 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,041,878 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount In Row (9) 2.1% 12) Type of Reporting Person CO, IA, IV, IA
1(a) Name of Issuer: Martin Marietta Materials 1(b) Address of Issuer's Principal 2710 Wycliff Road Executive Offices: Raleigh, NC 27607-3033 2(a) Name of Person Filing: American Express Financial Corporation 2(b) Address of Principal Business Office: American Express Financial Corporation 200 AXP Financial Center Minneapolis, MN 55474 2(c) Citizenship: See Item 4 of Cover Page 2(d) Title of Class of Securities: Common Stock 2(e) Cusip Number: 573284106 3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): American Express Company, one of the persons filing this statement, is a Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G) and is an Investment Advisor registered under section 203 of the Investment Advisors Act of 1940. 4(a) Amount Beneficially Owned as of December 31, 2002: See Item 9 of Cover Pages 4(b) Percent of Class: See Item 11 of Cover Pages 4(c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) Shared power to vote or direct the vote: See Item 6 of Cover Pages (iii) Sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) Shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages
5 Ownership of 5% or Less of a Class: If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). 6 Ownership of more than 5% on Behalf of Another Person: Not Applicable 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: See Exhibit I 8 Identification and Classification of Members of the Group: Not Applicable 9 Notice of Dissolution of Group: Not Applicable 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. American Express Financial Corporation Dated: December 31, 2002 By /s/ Steve Turbenson -------------------- Steve Turbenson Signature Steve Turbenson Director - Fund Administration Name/Title Telephone: (612) 671-2059
Exhibit Index Exhibit I Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Exhibit II Statement of American Express Financial Corporation
Exhibit I to Schedule 13G American Express Financial Corporation, a Delaware Corporation, is a parent holding company and is registered as investment advisor under section 203 of the Investment Advisor Act of 1940. The relevant subsidiaries and/or advised accounts are: Investment companies registered under section 8 of the Investment Company Act of 1940; IDS Life Insurance Company and American Express Asset Management Group Inc., an investment advisor registered under section 203 of the Investment Advisors Act of 1940.
Exhibit II to Schedule 13G Under the Securities Exchange Act of 1934 Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation affirms that it is individually eligible to use Schedule 13G and agrees that this Schedule is filed in its behalf and on behalf of it subsidiaries and advised accounts. American Express Financial Corporation By /s/ Steve Turbenson -------------------- Steve Turbenson Director - Fund Administration