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 each direct and indirect domestic subsidiary of the Company, each a guarantor subsidiary. Each guarantor subsidiary is directly or indirectly 100% owned by the Company. The 2024 Notes are not guaranteed by any direct or indirect 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. The following condensed consolidating financial statements present, in separate columns, financial information for (1) the Parent on a parent only basis, (2) the guarantor subsidiaries on a combined basis, (3) the non-guarantor subsidiaries on a combined basis, (4) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (5) 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 MARCH 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 291,157 $ 667 $ — $ 291,824 Trade accounts receivable, net — 199,251 575 — 199,826 Inventories — 39,098 2,699 — 41,797 Prepaid expenses — 9,961 66 — 10,027 Other receivables 731 5,280 — — 6,011 Other current assets 3,765 1,844 14 (3,765 ) 1,858 Total current assets 4,496 546,591 4,021 (3,765 ) 551,343 Property, plant and equipment, net — 317,572 23,921 — 341,493 Goodwill — 127,619 5,753 — 133,372 Intangible assets, net — 122,666 3,019 — 125,685 Deferred income taxes — — 560 (560 ) — Investment in subsidiaries 381,203 — — (381,203 ) — Intercompany receivables 485,574 — — (485,574 ) — Other assets — 2,202 47 — 2,249 Total assets $ 871,273 $ 1,116,650 $ 37,321 $ (871,102 ) $ 1,154,142 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 45 $ 102,139 $ 1,849 $ — $ 104,033 Accrued liabilities 17,386 71,256 1,921 (3,765 ) 86,798 Current maturities of long-term debt — 17,429 — — 17,429 Derivative liabilities 45,815 — — — 45,815 Total current liabilities 63,246 190,824 3,770 (3,765 ) 254,075 Long-term debt, net of current maturities 600,065 41,141 — — 641,206 Other long-term obligations and deferred credits 1,299 39,804 922 — 42,025 Deferred income taxes — 10,733 — (560 ) 10,173 Intercompany payables — 479,791 5,783 (485,574 ) — Total liabilities 664,610 762,293 10,475 (489,899 ) 947,479 Total equity 206,663 354,357 26,846 (381,203 ) 206,663 Total liabilities and equity $ 871,273 $ 1,116,650 $ 37,321 $ (871,102 ) $ 1,154,142 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 75,576 $ 198 $ — $ 75,774 Trade accounts receivable, net — 206,426 866 — 207,292 Inventories — 38,856 3,123 — 41,979 Prepaid expenses — 5,516 18 — 5,534 Other receivables 1,200 7,491 — — 8,691 Other current assets 39,239 2,004 15 (39,239 ) 2,019 Total current assets 40,439 335,869 4,220 (39,239 ) 341,289 Property, plant and equipment, net — 314,332 23,080 — 337,412 Goodwill — 127,518 5,753 — 133,271 Intangible assets, net — 127,798 3,175 — 130,973 Deferred income taxes — — 561 (561 ) — Investment in subsidiaries 368,726 — — (368,726 ) — Intercompany receivables 239,776 — — (239,776 ) — Other assets — 2,410 47 — 2,457 Total assets $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 458 $ 108,803 $ 1,433 $ — $ 110,694 Accrued liabilities 5,365 117,104 2,013 (39,239 ) 85,243 Current maturities of long-term debt — 16,654 — — 16,654 Derivative liabilities 57,415 — — — 57,415 Total current liabilities 63,238 242,561 3,446 (39,239 ) 270,006 Long-term debt, net of current maturities 391,190 41,454 — — 432,644 Other long-term obligations and deferred credits 5,684 39,613 970 — 46,267 Deferred income taxes — 8,217 — (561 ) 7,656 Intercompany payables — 233,319 6,457 (239,776 ) — Total liabilities 460,112 565,164 10,873 (279,576 ) 756,573 Total equity 188,829 342,763 25,963 (368,726 ) 188,829 Total liabilities and equity $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 294,023 $ 5,110 $ — $ 299,133 Cost of goods sold before depreciation, depletion and amortization — 231,291 4,468 — 235,759 Selling, general and administrative expenses — 25,198 619 — 25,817 Depreciation, depletion and amortization — 15,368 491 — 15,859 Loss on revaluation of contingent consideration 141 467 — — 608 (Gain) loss on sale of assets — (194 ) 2 — (192 ) Operating (loss) income (141 ) 21,893 (470 ) — 21,282 Interest expense, net (9,699 ) (443 ) — — (10,142 ) Derivative gain 1,856 — — — 1,856 Other income (expense), net — 751 (43 ) — 708 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (7,984 ) 22,201 (513 ) — 13,704 Income tax (benefit) expense (3,765 ) 10,487 (20 ) — 6,702 (Loss) income from continuing operations, net of taxes and before equity in earnings of subsidiaries (4,219 ) 11,714 (493 ) — 7,002 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (122 ) — — (122 ) (Loss) income, net of taxes and before equity in earnings of subsidiaries (4,219 ) 11,592 (493 ) — 6,880 Equity in earnings of subsidiaries 11,099 — — (11,099 ) — Net income (loss) $ 6,880 $ 11,592 $ (493 ) $ (11,099 ) $ 6,880 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 240,371 $ 4,674 $ — $ 245,045 Cost of goods sold before depreciation, depletion and amortization — 194,551 4,207 — 198,758 Selling, general and administrative expenses — 22,696 467 — 23,163 Depreciation, depletion and amortization — 11,492 149 — 11,641 Loss on revaluation of contingent consideration 445 802 — — 1,247 Loss on sale of assets — 101 — — 101 Operating (loss) income (445 ) 10,729 (149 ) — 10,135 Interest expense, net (5,375 ) (320 ) (5 ) — (5,700 ) Derivative gain (12,780 ) — — — (12,780 ) Other income, net — 494 3 — 497 (Loss) income from continuing operations, net of taxes and before income taxes and equity in earnings of subsidiaries (18,600 ) 10,903 (151 ) — (7,848 ) Income tax (benefit) expense (2,011 ) 4,140 (138 ) — 1,991 (Loss) income from continuing operations, net of taxes and before equity in earnings of subsidiaries (16,589 ) 6,763 (13 ) — (9,839 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (188 ) — — (188 ) (Loss) income, net of taxes and before equity in earnings of subsidiaries (16,589 ) 6,575 (13 ) — (10,027 ) Equity in earnings of subsidiaries 6,562 — — (6,562 ) — Net (loss) income $ (10,027 ) $ 6,575 $ (13 ) $ (6,562 ) $ (10,027 ) U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by operating activities $ 40,091 $ 33,791 $ 1,536 $ (45,874 ) $ 29,544 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (9,138 ) (1,580 ) — (10,718 ) Payments for acquisitions, net of cash acquired 469 (3,200 ) — — (2,731 ) Proceeds from disposals of property, plant and equipment — 485 — — 485 Proceeds from disposals of businesses — 294 — — 294 Investment in subsidiaries (646 ) — — 646 — Net cash (used in) provided by investing activities (177 ) (11,559 ) (1,580 ) 646 (12,670 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 211,500 — — — 211,500 Proceeds from exercise of stock options and warrants 327 — — — 327 Payments of other long-term obligations (2,925 ) (1,575 ) — — (4,500 ) Payments for other financing — (4,246 ) — — (4,246 ) Debt issuance costs (3,170 ) — — — (3,170 ) Other treasury share purchases (735 ) — — — (735 ) Intercompany funding (244,911 ) 199,170 513 45,228 — Net cash (used in) provided by financing activities (39,914 ) 193,349 513 45,228 199,176 NET INCREASE IN CASH AND CASH EQUIVALENTS — 215,581 469 — 216,050 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 75,576 198 — 75,774 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 291,157 $ 667 $ — $ 291,824 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ 1,407 $ 17,997 $ 636 $ — $ 20,040 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (11,118 ) (102 ) — (11,220 ) Payments for acquisitions, net of cash acquired — (18,681 ) — — (18,681 ) Proceeds from disposals of property, plant and equipment — 37 — — 37 Proceeds from disposals of businesses — 125 — — 125 Net cash used in investing activities — (29,637 ) (102 ) — (29,739 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 84,956 — — — 84,956 Repayments of revolver borrowings (64,956 ) — — — (64,956 ) Proceeds from exercise of stock options and warrants 57 — — — 57 Payments of other long-term obligations (657 ) (2,286 ) — — (2,943 ) Payments for other financing — (2,324 ) — — (2,324 ) Debt issuance costs (119 ) — — — (119 ) Other treasury share purchases (62 ) — — — (62 ) Intercompany funding (20,626 ) 20,077 549 — — Net cash provided by financing activities (1,407 ) 15,467 549 — 14,609 NET INCREASE IN CASH AND CASH EQUIVALENTS — 3,827 1,083 — 4,910 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 3,854 71 — 3,925 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 7,681 $ 1,154 $ — $ 8,835 |