SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The 2024 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by all of our domestic wholly owned subsidiaries, each a guarantor subsidiary. The 2024 Notes are not guaranteed by any foreign subsidiaries of the Company, each a non-guarantor subsidiary. Consequently, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X. We had no non-guarantor subsidiaries for the three and nine months ended September 30, 2015 . The following condensed consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the guarantor subsidiaries on a combined basis, (iii) the non-guarantor subsidiaries on a combined basis, (iv) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (v) the Company on a consolidated basis. The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 65,423 $ 597 $ — $ 66,020 Trade accounts receivable, net — 207,167 553 — 207,720 Inventories — 39,485 2,726 — 42,211 Prepaid expenses — 6,076 40 — 6,116 Other receivables 1,200 6,060 65 — 7,325 Other current assets 36,599 2,360 5 (36,599 ) 2,365 Total current assets 37,799 326,571 3,986 (36,599 ) 331,757 Property, plant and equipment, net — 317,177 22,574 — 339,751 Goodwill — 138,671 3,116 — 141,787 Intangible assets, net — 120,436 5,716 — 126,152 Deferred income taxes — — 201 (201 ) — Investment in subsidiaries 344,851 — — (344,851 ) — Intercompany receivables 254,944 — — (254,944 ) — Other assets — 2,730 47 — 2,777 Total assets $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 60 $ 115,640 $ 1,298 $ — $ 116,998 Accrued liabilities 7,886 120,569 911 (36,599 ) 92,767 Current maturities of long-term debt — 16,391 — — 16,391 Derivative liabilities 31,275 — — — 31,275 Total current liabilities 39,221 252,600 2,209 (36,599 ) 257,431 Long-term debt, net of current maturities 390,947 45,152 — — 436,099 Other long-term obligations and deferred credits 4,969 35,149 396 — 40,514 Deferred income taxes — 5,922 — (201 ) 5,721 Intercompany payables — 248,163 6,780 (254,943 ) — Total liabilities 435,137 586,986 9,385 (291,743 ) 739,765 Total equity 202,457 318,599 26,255 (344,852 ) 202,459 Total liabilities and equity $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET (RESTATED) DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3,854 $ 71 $ — $ 3,925 Trade accounts receivable, net — 170,133 1,123 — 171,256 Inventories — 34,149 2,577 — 36,726 Prepaid expenses — 4,091 152 — 4,243 Other receivables — 7,736 29 — 7,765 Other current assets 24,152 2,371 44 (24,193 ) 2,374 Total current assets 24,152 222,334 3,996 (24,193 ) 226,289 Property, plant and equipment, net — 242,048 6,075 — 248,123 Goodwill — 73,638 26,566 — 100,204 Intangible assets, net — 95,754 — — 95,754 Deferred income taxes — 6,089 — (63 ) 6,026 Investment in subsidiaries 308,346 — — (308,346 ) — Intercompany receivables 119,070 — — (119,070 ) — Other assets — 5,254 47 — 5,301 Total assets $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 274 $ 78,902 $ 1,243 $ — $ 80,419 Accrued liabilities 4,507 103,247 2,293 (24,193 ) 85,854 Current maturities of long-term debt — 9,386 — — 9,386 Derivative liabilities 67,401 — — — 67,401 Total current liabilities 72,182 191,535 3,536 (24,193 ) 243,060 Long-term debt, net of current maturities 238,850 27,364 — — 266,214 Other long-term obligations and deferred credits 6,529 31,887 — — 38,416 Deferred income taxes — — 63 (63 ) — Intercompany payables — 112,164 6,906 (119,070 ) — Total liabilities 317,561 362,950 10,505 (143,326 ) 547,690 Total equity 134,007 282,167 26,179 (308,346 ) 134,007 Total liabilities and equity $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 323,406 $ 5,182 $ — $ 328,588 Cost of goods sold before depreciation, depletion and amortization — 249,185 4,292 — 253,477 Selling, general and administrative expenses — 24,438 666 — 25,104 Depreciation, depletion and amortization — 13,529 610 — 14,139 Loss on revaluation of contingent consideration 131 583 — — 714 Gain on sale of assets — (1,003 ) — — (1,003 ) (Loss) income from operations (131 ) 36,674 (386 ) — 36,157 Interest expense, net (7,105 ) (526 ) (4 ) — (7,635 ) Derivative gain 21,772 — — — 21,772 Other income, net — 333 72 — 405 Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries 14,536 36,481 (318 ) — 50,699 Income tax (benefit) expense (3,219 ) 16,869 (1,073 ) — 12,577 Income (loss) from continuing operations, net of taxes and before equity in earnings of subsidiaries 17,755 19,612 755 — 38,122 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (166 ) — — (166 ) Income (loss), net of taxes and before equity in earnings of subsidiaries 17,755 19,446 755 — 37,956 Equity in earnings of subsidiaries 20,201 — — (20,201 ) — Net income (loss) $ 37,956 $ 19,446 $ 755 $ (20,201 ) $ 37,956 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 833,589 $ 15,794 $ — $ 849,383 Cost of goods sold before depreciation, depletion and amortization — 660,889 13,562 — 674,451 Selling, general and administrative expenses — 69,760 1,687 — 71,447 Depreciation, depletion and amortization — 36,709 2,086 — 38,795 Loss on revaluation of contingent consideration 315 2,010 — — 2,325 Gain on sale of assets — (1,016 ) — — (1,016 ) (Loss) income from operations (315 ) 65,237 (1,541 ) — 63,381 Interest expense, net (18,729 ) (1,192 ) (12 ) — (19,933 ) Derivative gain 6,430 — — — 6,430 Loss on extinguishment of debt (12,003 ) — — — (12,003 ) Other income, net — 1,357 55 — 1,412 (Loss) income from continuing operations, net of taxes and before income taxes and equity in earnings of subsidiaries (24,617 ) 65,402 (1,498 ) — 39,287 Income tax (benefit) expense (12,447 ) 28,449 (1,685 ) — 14,317 (Loss) income from continuing operations, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,953 187 — 24,970 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (518 ) — — (518 ) (Loss) income, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,435 187 — 24,452 Equity in earnings of subsidiaries 36,622 — — (36,622 ) — Net income (loss) $ 24,452 $ 36,435 $ 187 $ (36,622 ) $ 24,452 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (7,902 ) $ 94,789 $ 1,618 $ — $ 88,505 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (28,780 ) (2,261 ) — (31,041 ) Payments for acquisitions, net of cash acquired — (124,481 ) — — (124,481 ) Proceeds from disposals of property, plant and equipment — 1,920 — — 1,920 Proceeds from disposals of businesses — 375 — — 375 Investment in subsidiaries (300 ) — — 300 — Net cash (used in) provided by investing activities (300 ) (150,966 ) (2,261 ) 300 (153,227 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 128,904 — — — 128,904 Repayments of revolver borrowings (173,904 ) — — — (173,904 ) Proceeds from issuance of debt 400,000 — — — 400,000 Repayments of debt (200,000 ) — — — (200,000 ) Premium paid on early retirement of debt (8,500 ) — — — (8,500 ) Proceeds from exercise of stock options and warrants 166 — — — 166 Payments of other long-term obligations (657 ) (3,486 ) — — (4,143 ) Payments for other financing — (8,880 ) — — (8,880 ) Debt issuance costs (7,786 ) — — — (7,786 ) Excess tax benefits from stock-based compensation 3,785 — — — 3,785 Other treasury share purchases (2,825 ) — — — (2,825 ) Intercompany funding (130,981 ) 130,113 1,168 (300 ) — Net cash provided by (used in) financing activities 8,202 117,747 1,168 (300 ) 126,817 NET INCREASE IN CASH AND CASH EQUIVALENTS — 61,570 525 — 62,095 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 3,854 71 — 3,925 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 65,424 $ 596 $ — $ 66,020 |