SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION Our 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. Neither the net book value nor the purchase price of any of our recently acquired guarantor subsidiaries were 20% or more of the aggregate principal amount of our 2024 Notes. 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. CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 19,533 $ 17,083 $ — $ 36,616 Trade accounts receivable, net — 207,691 5,663 — 213,354 Inventories — 41,404 5,937 — 47,341 Prepaid expenses — 9,093 367 — 9,460 Other receivables 2,683 13,325 65 — 16,073 Other current assets — 1,476 3 — 1,479 Intercompany receivables 14,463 — — (14,463 ) — Total current assets 17,146 292,522 29,118 (14,463 ) 324,323 Property, plant and equipment, net — 445,784 218,810 — 664,594 Goodwill — 158,915 61,192 — 220,107 Intangible assets, net — 123,736 2,398 — 126,134 Deferred income taxes — — 674 (674 ) — Investment in subsidiaries 547,526 — — (547,526 ) — Long-term intercompany receivables 403,493 — — (403,493 ) — Other assets — 6,214 947 — 7,161 Total assets $ 968,165 $ 1,027,171 $ 313,139 $ (966,156 ) $ 1,342,319 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 17 $ 113,901 $ 1,811 $ — $ 115,729 Accrued liabilities 15,556 63,157 5,325 — 84,038 Current maturities of long-term debt — 25,274 628 — 25,902 Intercompany payables — — 14,463 (14,463 ) — Total current liabilities 15,573 202,332 22,227 (14,463 ) 225,669 Long-term debt, net of current maturities 674,202 55,022 602 — 729,826 Other long-term obligations and deferred credits 830 80,781 2,922 — 84,533 Deferred income taxes — 3,797 — (674 ) 3,123 Long-term intercompany payables — 274,832 128,661 (403,493 ) — Total liabilities 690,605 616,764 154,412 (418,630 ) 1,043,151 Total shareholders' equity 277,560 410,407 137,119 (547,526 ) 277,560 Non-controlling interest — — 21,608 — 21,608 Total equity 277,560 410,407 158,727 (547,526 ) 299,168 Total liabilities and equity $ 968,165 $ 1,027,171 $ 313,139 $ (966,156 ) $ 1,342,319 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 6,970 $ 15,611 $ — $ 22,581 Trade accounts receivable, net — 208,669 5,552 — 214,221 Inventories — 41,006 7,079 — 48,085 Prepaid expenses — 4,723 574 — 5,297 Other receivables 16,256 2,644 291 — 19,191 Other current assets — 2,307 3 — 2,310 Intercompany receivables 14,628 — — (14,628 ) — Total current assets 30,884 266,319 29,110 (14,628 ) 311,685 Property, plant and equipment, net — 416,888 219,380 — 636,268 Goodwill — 142,221 62,510 — 204,731 Intangible assets, net — 115,570 2,553 — 118,123 Deferred income taxes — — 674 (674 ) — Investment in subsidiaries 544,256 — — (544,256 ) — Long-term intercompany receivables 322,193 — — (322,193 ) — Other assets — 4,384 943 — 5,327 Total assets $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 17 $ 115,465 $ 1,588 $ — $ 117,070 Accrued liabilities 6,703 53,097 5,620 — 65,420 Current maturities of long-term debt — 25,284 667 — 25,951 Intercompany payables — — 14,628 (14,628 ) — Total current liabilities 6,720 193,846 22,503 (14,628 ) 208,441 Long-term debt, net of current maturities 608,127 58,545 713 — 667,385 Other long-term obligations and deferred credits 2,035 88,743 2,563 — 93,341 Deferred income taxes — 5,499 — (674 ) 4,825 Long-term intercompany payables — 195,282 126,911 (322,193 ) — Total liabilities 616,882 541,915 152,690 (337,495 ) 973,992 Total shareholders' equity 280,451 403,467 140,789 (544,256 ) 280,451 Non-controlling interest — — 21,691 — 21,691 Total equity 280,451 403,467 162,480 (544,256 ) 302,142 Total liabilities and equity $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 308,829 $ 18,958 $ — $ 327,787 Cost of goods sold before depreciation, depletion and amortization — 250,616 16,616 — 267,232 Selling, general and administrative expenses — 29,602 2,674 — 32,276 Depreciation, depletion and amortization — 17,285 3,290 — 20,575 Change in value of contingent consideration 43 325 — — 368 Loss (gain) on sale of assets, net — (190 ) — — (190 ) Operating income (loss) (43 ) 11,191 (3,622 ) — 7,526 Interest expense, net 9,769 891 649 — 11,309 Other income — (1,004 ) (615 ) — (1,619 ) Income (loss) before income taxes and equity in earnings of subsidiaries (9,812 ) 11,304 (3,656 ) — (2,164 ) Income tax expense (benefit) (2,683 ) 4,364 (29 ) — 1,652 Income (loss), net of taxes and before equity in earnings of subsidiaries (7,129 ) 6,940 (3,627 ) — (3,816 ) Equity in earnings of subsidiaries 3,271 — — (3,271 ) — Net income (loss) (3,858 ) 6,940 (3,627 ) (3,271 ) (3,816 ) Less: Net income attributable to non-controlling interest — — (42 ) — (42 ) Net income (loss) attributable to U.S. Concrete $ (3,858 ) $ 6,940 $ (3,669 ) $ (3,271 ) $ (3,858 ) 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 Change in value of contingent consideration 141 467 — — 608 Loss (gain) on sale of assets, net — (194 ) 2 — (192 ) Operating income (loss) (141 ) 21,893 (470 ) — 21,282 Interest expense, net 9,699 443 — — 10,142 Derivative income (1,856 ) — — — (1,856 ) Other expense (income), net — (751 ) 43 — (708 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries (7,984 ) 22,201 (513 ) — 13,704 Income tax expense (benefit) (3,765 ) 10,487 (20 ) — 6,702 Income (loss) 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 ) Income (loss), 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (698 ) $ 32,285 $ 660 $ (6,311 ) $ 25,936 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (7,828 ) (547 ) — (8,375 ) Payments for acquisitions, net of cash acquired — (60,250 ) — — (60,250 ) Proceeds from sale of property, plant and equipment — 254 8 — 262 Proceeds from disposals of businesses — 72 — — 72 Insurance proceeds from property loss claims — 1,634 — — 1,634 Net cash provided by (used in) investing activities — (66,118 ) (539 ) — (66,657 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 135,650 — — — 135,650 Repayments of revolver borrowings (69,650 ) — — — (69,650 ) Proceeds from exercise of stock options 28 — — — 28 Payments of other long-term obligations (1,390 ) (2,150 ) — — (3,540 ) Payments for other financing — (6,265 ) (154 ) — (6,419 ) Other treasury share purchases (1,233 ) — — — (1,233 ) Intercompany funding (62,707 ) 54,811 1,585 6,311 — Net cash provided by (used in) financing activities 698 46,396 1,431 6,311 54,836 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS — — (80 ) — (80 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 12,563 1,472 — 14,035 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 6,970 15,611 — 22,581 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 19,533 $ 17,083 $ — $ 36,616 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 (used in) 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 sale of property, plant and equipment — 485 — — 485 Proceeds from disposals of businesses — 294 — — 294 Investment in subsidiaries (646 ) — — 646 — Net cash provided by (used in) 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 provided by (used in) 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 |