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 JUNE 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 12,713 $ 8,798 $ — $ 21,511 Trade accounts receivable, net — 239,109 8,525 — 247,634 Inventories — 41,496 7,288 — 48,784 Prepaid expenses — 7,974 307 — 8,281 Other receivables 5,776 6,366 55 — 12,197 Other current assets — 4,437 2,845 — 7,282 Intercompany receivables 14,394 — — (14,394 ) — Total current assets 20,170 312,095 27,818 (14,394 ) 345,689 Property, plant and equipment, net — 457,426 216,766 — 674,192 Goodwill — 156,637 60,679 — 217,316 Intangible assets, net — 119,945 2,242 — 122,187 Deferred income taxes — — 677 (677 ) — Investment in subsidiaries 571,615 — — (571,615 ) — Long-term intercompany receivables 369,555 — — (369,555 ) — Other assets — 6,243 948 — 7,191 Total assets $ 961,340 $ 1,052,346 $ 309,130 $ (956,241 ) $ 1,366,575 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 652 $ 127,887 $ 1,740 $ — $ 130,279 Accrued liabilities 4,589 73,719 7,620 — 85,928 Current maturities of long-term debt — 28,169 584 — 28,753 Intercompany payables — — 14,394 (14,394 ) — Total current liabilities 5,241 229,775 24,338 (14,394 ) 244,960 Long-term debt, net of current maturities 659,008 62,303 490 — 721,801 Other long-term obligations and deferred credits 875 74,763 2,885 — 78,523 Deferred income taxes — 4,170 — (677 ) 3,493 Long-term intercompany payables — 249,217 120,338 (369,555 ) — Total liabilities 665,124 620,228 148,051 (384,626 ) 1,048,777 Total shareholders' equity 296,216 432,118 139,497 (571,615 ) 296,216 Non-controlling interest — — 21,582 — 21,582 Total equity 296,216 432,118 161,079 (571,615 ) 317,798 Total liabilities and equity $ 961,340 $ 1,052,346 $ 309,130 $ (956,241 ) $ 1,366,575 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 JUNE 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 375,316 $ 28,884 $ — $ 404,200 Cost of goods sold before depreciation, depletion and amortization — 298,667 21,571 — 320,238 Selling, general and administrative expenses — 30,494 1,381 — 31,875 Depreciation, depletion and amortization — 18,491 3,651 — 22,142 Change in value of contingent consideration 46 (1,672 ) — — (1,626 ) Impairment of assets — 1,299 — — 1,299 Loss (gain) on sale of assets, net — (385 ) 14 — (371 ) Operating income (loss) (46 ) 28,422 2,267 — 30,643 Interest expense, net 10,058 910 546 — 11,514 Other expense (income), net 811 (1,531 ) (721 ) — (1,441 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (10,915 ) 29,043 2,442 — 20,570 Income tax expense (benefit) (3,093 ) 7,335 50 — 4,292 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (7,822 ) 21,708 2,392 — 16,278 Equity in earnings of subsidiaries 24,087 — — (24,087 ) — Net income (loss) 16,265 21,708 2,392 (24,087 ) 16,278 Less: Net income attributable to non-controlling interest — — (13 ) — (13 ) Net income (loss) attributable to U.S. Concrete $ 16,265 $ 21,708 $ 2,379 $ (24,087 ) $ 16,265 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 335,468 $ 5,458 $ — $ 340,926 Cost of goods sold before depreciation, depletion and amortization — 259,733 3,841 — 263,574 Selling, general and administrative expenses — 29,457 743 — 30,200 Depreciation, depletion and amortization — 15,561 789 — 16,350 Change in value of contingent consideration 139 581 — — 720 Gain on sale of assets, net — (198 ) — — (198 ) Operating income (loss) (139 ) 30,334 85 — 30,280 Interest expense, net 9,989 379 — — 10,368 Derivative loss 15,766 — — — 15,766 Other expense (income), net — (622 ) 26 — (596 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries (25,894 ) 30,577 59 — 4,742 Income tax expense (benefit) (3,702 ) 10,610 3 — 6,911 Net income (loss) from continuing operations before equity in earnings of subsidiaries (22,192 ) 19,967 56 — (2,169 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (180 ) — — (180 ) Net income (loss) before equity in earnings of subsidiaries (22,192 ) 19,787 56 — (2,349 ) Equity in earnings of subsidiaries 19,843 — — (19,843 ) — Net income (loss) $ (2,349 ) $ 19,787 $ 56 $ (19,843 ) $ (2,349 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 684,145 $ 47,842 $ — $ 731,987 Cost of goods sold before depreciation, depletion and amortization — 549,283 38,187 — 587,470 Selling, general and administrative expenses — 60,096 4,055 — 64,151 Depreciation, depletion and amortization — 35,776 6,941 — 42,717 Change in value of contingent consideration 89 (1,347 ) — — (1,258 ) Impairment of assets — 1,299 — — 1,299 Loss (gain) on sale of assets, net — (575 ) 14 — (561 ) Operating income (loss) (89 ) 39,613 (1,355 ) — 38,169 Interest expense, net 19,827 1,801 1,195 — 22,823 Other expense (income), net 811 (2,535 ) (1,336 ) — (3,060 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (20,727 ) 40,347 (1,214 ) — 18,406 Income tax expense (benefit) (5,776 ) 11,699 21 — 5,944 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (14,951 ) 28,648 (1,235 ) — 12,462 Equity in earnings of subsidiaries 27,358 — — (27,358 ) — Net income (loss) 12,407 28,648 (1,235 ) (27,358 ) 12,462 Less: Net income attributable to non-controlling interest — — (55 ) — (55 ) Net income (loss) attributable to U.S. Concrete $ 12,407 $ 28,648 $ (1,290 ) $ (27,358 ) $ 12,407 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 629,491 $ 10,568 $ — $ 640,059 Cost of goods sold before depreciation, depletion and amortization — 491,024 8,309 — 499,333 Selling, general and administrative expenses — 54,655 1,362 — 56,017 Depreciation, depletion and amortization — 30,929 1,280 — 32,209 Change in value of contingent consideration 280 1,048 — — 1,328 Loss (gain) on sale of assets, net — (392 ) 2 — (390 ) Operating income (loss) (280 ) 52,227 (385 ) — 51,562 Interest expense, net 19,688 822 — — 20,510 Derivative loss 13,910 — — — 13,910 Other expense (income), net — (1,373 ) 69 — (1,304 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries (33,878 ) 52,778 (454 ) — 18,446 Income tax expense (benefit) (7,467 ) 21,097 (17 ) — 13,613 Net income (loss) from continuing operations before equity in earnings of subsidiaries (26,411 ) 31,681 (437 ) — 4,833 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (302 ) — — (302 ) Net income (loss) before equity in earnings of subsidiaries (26,411 ) 31,379 (437 ) — 4,531 Equity in earnings of subsidiaries 30,942 — — (30,942 ) — Net income (loss) $ 4,531 $ 31,379 $ (437 ) $ (30,942 ) $ 4,531 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (21,669 ) $ 61,128 $ 1,461 $ 6,940 $ 47,860 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (19,432 ) (1,405 ) — (20,837 ) Payments for acquisitions, net of cash acquired — (61,111 ) — — (61,111 ) Proceeds from sale of property, plant and equipment — 997 88 — 1,085 Proceeds from disposals of businesses — 158 — — 158 Insurance proceeds from property loss claims — 1,634 500 — 2,134 Net cash used in investing activities — (77,754 ) (817 ) — (78,571 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 228,613 — — — 228,613 Repayments of revolver borrowings (177,213 ) — — — (177,213 ) Proceeds from exercise of stock options 78 — — — 78 Payments of other long-term obligations (2,215 ) (1,325 ) — — (3,540 ) Payments for other financing — (13,404 ) (305 ) — (13,709 ) Other treasury share purchases (1,869 ) — — — (1,869 ) Cash paid to non-controlling interest — — (249 ) — (249 ) Other proceeds — 464 — — 464 Intercompany funding (25,725 ) 39,470 (6,805 ) (6,940 ) — Net cash provided by (used in) financing activities 21,669 25,205 (7,359 ) (6,940 ) 32,575 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS — — (98 ) — (98 ) NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — 8,579 (6,813 ) — 1,766 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 6,970 15,611 — 22,581 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ — $ 15,549 $ 8,798 $ — $ 24,347 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ 20,700 $ 61,704 $ 2,072 $ (31,321 ) $ 53,155 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (16,612 ) (2,080 ) — (18,692 ) Payments for acquisitions, net of cash acquired 469 (33,305 ) — — (32,836 ) Proceeds from sale of property, plant and equipment — 841 — — 841 Proceeds from disposals of businesses — 873 — — 873 Investment in subsidiaries (646 ) — — 646 — Net cash provided by (used in) investing activities (177 ) (48,203 ) (2,080 ) 646 (49,814 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 211,500 — — — 211,500 Proceeds from exercise of stock options and warrants 494 — — — 494 Payments of other long-term obligations (2,925 ) (1,611 ) — — (4,536 ) Payments for other financing — (8,778 ) — — (8,778 ) Debt issuance costs (3,231 ) — — — (3,231 ) Other treasury share purchases (2,825 ) — — — (2,825 ) Intercompany funding (223,536 ) 191,666 1,195 30,675 — Net cash provided by (used in) financing activities (20,523 ) 181,277 1,195 30,675 192,624 NET INCREASE IN CASH AND CASH EQUIVALENTS — 194,778 1,187 — 195,965 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 75,576 198 — 75,774 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 270,354 $ 1,385 $ — $ 271,739 |