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 SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 14,634 $ 10,548 $ — $ 25,182 Trade accounts receivable, net — 240,970 14,131 — 255,101 Inventories — 44,409 5,188 — 49,597 Prepaid expenses — 8,587 934 — 9,521 Other receivables 8,877 8,634 197 — 17,708 Other current assets — 3,353 9 — 3,362 Intercompany receivables 16,124 — — (16,124 ) — Total current assets 25,001 320,587 31,007 (16,124 ) 360,471 Property, plant and equipment, net — 466,641 214,420 — 681,061 Goodwill — 154,661 83,738 — 238,399 Intangible assets, net — 118,846 4,923 — 123,769 Deferred income taxes — — — — — Investment in subsidiaries 593,753 — — (593,753 ) — Long-term intercompany receivables 347,791 — — (347,791 ) — Other assets — 6,331 991 — 7,322 Total assets $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 134,331 $ 2,982 $ — $ 137,313 Accrued liabilities 14,283 91,179 8,932 — 114,394 Current maturities of long-term debt 143 29,294 358 — 29,795 Intercompany payables — — 16,124 (16,124 ) — Total current liabilities 14,426 254,804 28,396 (16,124 ) 281,502 Long-term debt, net of current maturities 636,445 63,811 462 — 700,718 Other long-term obligations and deferred credits 906 54,502 2,876 — 58,284 Deferred income taxes — 14,397 19,593 — 33,990 Long-term intercompany payables — 225,728 122,063 (347,791 ) — Total liabilities 651,777 613,242 173,390 (363,915 ) 1,074,494 Total shareholders' equity 314,768 453,824 139,931 (593,753 ) 314,770 Non-controlling interest — — 21,758 — 21,758 Total equity 314,768 453,824 161,689 (593,753 ) 336,528 Total liabilities and equity $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 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 SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 370,151 $ 34,116 $ — $ 404,267 Cost of goods sold before depreciation, depletion and amortization — 299,976 25,292 — 325,268 Selling, general and administrative expenses — 30,535 1,685 — 32,220 Depreciation, depletion and amortization — 21,253 4,220 — 25,473 Change in value of contingent consideration 31 364 — — 395 Gain on sale of assets, net — (14,081 ) — — (14,081 ) Operating income (loss) (31 ) 32,104 2,919 — 34,992 Interest expense, net 9,687 955 1,099 — 11,741 Other expense (income), net (81 ) (1,272 ) 250 — (1,103 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (9,637 ) 32,421 1,570 — 24,354 Income tax expense (benefit) (3,101 ) 10,713 963 — 8,575 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (6,536 ) 21,708 607 — 15,779 Equity in earnings of subsidiaries 22,138 — — (22,138 ) — Net income (loss) 15,602 21,708 607 (22,138 ) 15,779 Less: Net income attributable to non-controlling interest — — (177 ) — (177 ) Net income (loss) attributable to U.S. Concrete $ 15,602 $ 21,708 $ 430 $ (22,138 ) $ 15,602 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 351,005 $ 3,623 $ — $ 354,628 Cost of goods sold before depreciation, depletion and amortization — 275,581 3,414 — 278,995 Selling, general and administrative expenses — 28,630 1,426 — 30,056 Depreciation, depletion and amortization — 16,028 565 — 16,593 Change in value of contingent consideration 389 330 — — 719 Impairment of assets — — 648 — 648 Gain on sale of assets, net — (106 ) — — (106 ) Operating income (loss) (389 ) 30,542 (2,430 ) — 27,723 Interest expense, net 9,977 574 1 — 10,552 Derivative loss (13,119 ) — — — (13,119 ) Loss on extinguishment of debt 60 — — — 60 Other expense (income), net — (654 ) (633 ) — (1,287 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries 2,693 30,622 (1,798 ) — 31,517 Income tax expense (benefit) (3,930 ) 11,240 (69 ) — 7,241 Net income (loss) from continuing operations before equity in earnings of subsidiaries 6,623 19,382 (1,729 ) — 24,276 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (222 ) — — (222 ) Net income (loss) before equity in earnings of subsidiaries 6,623 19,160 (1,729 ) — 24,054 Equity in earnings of subsidiaries 17,431 — — (17,431 ) — Net income (loss) $ 24,054 $ 19,160 $ (1,729 ) $ (17,431 ) $ 24,054 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,054,296 $ 81,958 $ — $ 1,136,254 Cost of goods sold before depreciation, depletion and amortization — 849,259 63,479 — 912,738 Selling, general and administrative expenses — 90,631 5,740 — 96,371 Depreciation, depletion and amortization — 57,029 11,161 — 68,190 Change in value of contingent consideration 120 (983 ) — — (863 ) Impairment of assets — 1,299 — — 1,299 Loss (gain) on sale of assets, net — (14,656 ) 14 — (14,642 ) Operating income (loss) (120 ) 71,717 1,564 — 73,161 Interest expense, net 29,514 2,756 2,294 — 34,564 Other expense (income), net 730 (3,807 ) (1,086 ) — (4,163 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (30,364 ) 72,768 356 — 42,760 Income tax expense (benefit) (8,877 ) 22,412 984 — 14,519 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (21,487 ) 50,356 (628 ) — 28,241 Equity in earnings of subsidiaries 49,496 — — (49,496 ) — Net income (loss) 28,009 50,356 (628 ) (49,496 ) 28,241 Less: Net income attributable to non-controlling interest — — (232 ) — (232 ) Net income (loss) attributable to U.S. Concrete $ 28,009 $ 50,356 $ (860 ) $ (49,496 ) $ 28,009 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 980,496 $ 14,191 $ — $ 994,687 Cost of goods sold before depreciation, depletion and amortization — 766,605 11,723 — 778,328 Selling, general and administrative expenses — 83,285 2,788 — 86,073 Depreciation, depletion and amortization — 46,957 1,845 — 48,802 Change in value of contingent consideration 669 1,378 — — 2,047 Impairment of assets — — 648 — 648 Loss (gain) on sale of assets, net — (498 ) 2 — (496 ) Operating income (loss) (669 ) 82,769 (2,815 ) — 79,285 Interest expense, net 29,665 1,396 1 — 31,062 Derivative loss 791 — — — 791 Loss on extinguishment of debt 60 — — — 60 Other expense (income), net — (2,027 ) (564 ) — (2,591 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries (31,185 ) 83,400 (2,252 ) — 49,963 Income tax expense (benefit) (11,397 ) 32,337 (86 ) — 20,854 Net income (loss) from continuing operations before equity in earnings of subsidiaries (19,788 ) 51,063 (2,166 ) — 29,109 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (524 ) — — (524 ) Net income (loss) before equity in earnings of subsidiaries (19,788 ) 50,539 (2,166 ) — 28,585 Equity in earnings of subsidiaries 48,373 — — (48,373 ) — Net income (loss) $ 28,585 $ 50,539 $ (2,166 ) $ (48,373 ) $ 28,585 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (20,843 ) $ 108,514 $ 2,876 $ (331 ) $ 90,216 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (29,328 ) (2,878 ) — (32,206 ) Payments for acquisitions, net of cash acquired — (72,326 ) — — (72,326 ) Proceeds from disposals of businesses and property, plant and equipment — 18,564 39 — 18,603 Purchases of environmental credits — — (2,836 ) — (2,836 ) Insurance proceeds from property loss claims — 1,654 500 — 2,154 Net cash used in investing activities — (81,436 ) (5,175 ) — (86,611 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 338,213 — — — 338,213 Repayments of revolver borrowings (310,713 ) — — — (310,713 ) Proceeds from exercise of stock options 78 — — — 78 Payments of other long-term obligations (2,215 ) (3,433 ) — — (5,648 ) Payments for other financing (12 ) (20,632 ) (568 ) — (21,212 ) Other treasury share purchases (1,876 ) — — — (1,876 ) Cash paid to non-controlling interest — — (249 ) — (249 ) Other proceeds — 464 — — 464 Intercompany funding (2,632 ) 4,187 (1,886 ) 331 — Net cash provided by (used in) financing activities 20,843 (19,414 ) (2,703 ) 331 (943 ) EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS — — (61 ) — (61 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 7,664 (5,063 ) — 2,601 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 6,970 15,611 — 22,581 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 14,634 $ 10,548 $ — $ 25,182 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (905 ) $ 95,217 $ 363 $ (10,429 ) $ 84,246 CASH FLOWS FROM INVESTING ACTIVITIES: — Purchases of property, plant and equipment — (31,416 ) (2,568 ) — (33,984 ) Payments for acquisitions, net of cash acquired 469 (57,265 ) — — (56,796 ) Proceeds from disposals of businesses and property, plant and equipment — 2,306 2 — 2,308 Investment in subsidiaries (646 ) — — 646 — Advance for note receivable (8,063 ) — — — (8,063 ) Net cash provided by (used in) investing activities (8,240 ) (86,375 ) (2,566 ) 646 (96,535 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 211,500 — — — 211,500 Proceeds from exercise of stock options and warrants 2,695 — — — 2,695 Payments of other long-term obligations (2,925 ) (4,789 ) (8 ) — (7,722 ) Payments for other financing — (14,317 ) — — (14,317 ) Debt issuance costs (4,332 ) — — — (4,332 ) Other treasury share purchases (3,046 ) — — — (3,046 ) Intercompany funding (194,747 ) 182,561 2,403 9,783 — Net cash provided by (used in) financing activities 9,145 163,455 2,395 9,783 184,778 NET INCREASE IN CASH AND CASH EQUIVALENTS — 172,297 192 — 172,489 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 75,576 198 — 75,774 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 247,873 $ 390 $ — $ 248,263 |