Guarantor and Non-Guarantor Financial Information | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes. There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries. The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the wholly-owned guarantors and the Non-Guarantors. Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities. Condensed Consolidating Balance Sheets September 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 75,529 $ 1,946 $ 3,707 $ (16,252 ) $ 64,930 Accounts receivable, net 289 279,071 22,489 (179 ) 301,670 Intercompany receivables 523,663 509,313 — (1,032,976 ) — Cost and estimated earnings in excess of billings — 45,732 1,897 — 47,629 Inventories — 227,047 2,714 — 229,761 Other current assets 1,758 12,986 946 — 15,690 Total current assets 601,239 1,076,095 31,753 (1,049,407 ) 659,680 Property, plant and equipment, net 12,556 1,678,923 60,331 — 1,751,810 Goodwill — 1,089,169 59,419 — 1,148,588 Intangible assets, net — 18,892 — — 18,892 Other assets 3,219,616 160,131 1,449 (3,330,364 ) 50,832 Total assets $ 3,833,411 $ 4,023,210 $ 152,952 $ (4,379,771 ) $ 3,629,802 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 4,765 $ — $ — $ — $ 4,765 Current portion of acquisition-related liabilities — 11,648 — — 11,648 Accounts payable 4,580 121,519 15,560 (179 ) 141,480 Accrued expenses 42,095 85,922 2,723 (16,252 ) 114,488 Intercompany payables 580,768 438,378 13,830 (1,032,976 ) — Billings in excess of costs and estimated earnings — 12,417 655 — 13,072 Total current liabilities 632,208 669,884 32,768 (1,049,407 ) 285,453 Long-term debt 1,808,190 — — — 1,808,190 Acquisition-related liabilities — 25,185 — — 25,185 Other noncurrent liabilities 3,756 213,054 76,225 (171,318 ) 121,717 Total liabilities 2,444,154 908,123 108,993 (1,220,725 ) 2,240,545 Total member's interest 1,389,257 3,115,087 43,959 (3,159,046 ) 1,389,257 Total liabilities and member’s interest $ 3,833,411 $ 4,023,210 $ 152,952 $ (4,379,771 ) $ 3,629,802 Condensed Consolidating Balance Sheets December 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 370,741 $ 10,254 $ 14,933 $ (12,372 ) $ 383,556 Accounts receivable, net — 183,139 15,191 — 198,330 Intercompany receivables 573,301 484,747 — (1,058,048 ) — Cost and estimated earnings in excess of billings — 9,264 248 — 9,512 Inventories — 180,283 4,156 — 184,439 Other current assets 1,167 6,354 243 — 7,764 Total current assets 945,209 874,041 34,771 (1,070,420 ) 783,601 Property, plant and equipment, net 9,259 1,569,118 37,047 — 1,615,424 Goodwill — 976,206 61,114 — 1,037,320 Intangible assets, net — 16,833 — — 16,833 Other assets 2,890,674 162,711 1,271 (3,003,593 ) 51,063 Total assets $ 3,845,142 $ 3,598,909 $ 134,203 $ (4,074,013 ) $ 3,504,241 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 4,765 $ — $ — $ — $ 4,765 Current portion of acquisition-related liabilities — 11,587 — — 11,587 Accounts payable 3,976 89,912 6,749 — 100,637 Accrued expenses 47,047 79,372 2,227 (12,372 ) 116,274 Intercompany payables 684,057 369,918 4,073 (1,058,048 ) — Billings in excess of costs and estimated earnings — 15,349 401 — 15,750 Total current liabilities 739,845 566,138 13,450 (1,070,420 ) 249,013 Long-term debt 1,810,833 — — — 1,810,833 Acquisition-related liabilities — 52,239 — — 52,239 Other noncurrent liabilities 2,870 193,801 75,209 (171,318 ) 100,562 Total liabilities 2,553,548 812,178 88,659 (1,241,738 ) 2,212,647 Total member's interest 1,291,594 2,786,731 45,544 (2,832,275 ) 1,291,594 Total liabilities and member’s interest $ 3,845,142 $ 3,598,909 $ 134,203 $ (4,074,013 ) $ 3,504,241 Condensed Consolidating Statements of Operations For the three months ended September 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 668,145 $ 28,064 $ (1,548 ) $ 694,661 Cost of revenue (excluding items shown separately below) — 452,394 20,957 (1,548 ) 471,803 General and administrative expenses 10,951 46,910 2,856 — 60,717 Depreciation, depletion, amortization and accretion 574 52,213 1,187 — 53,974 Operating (loss) income (11,525 ) 116,628 3,064 — 108,167 Other income, net (132,382 ) (3,019 ) (236 ) 132,266 (3,371 ) Interest expense (income) 29,396 (1,882 ) 1,206 — 28,720 Gain on sale of business — (12,108 ) — — (12,108 ) Income from operations before taxes 91,461 133,637 2,094 (132,266 ) 94,926 Income tax expense 1,034 2,898 567 — 4,499 Net income attributable to member of Summit Materials, LLC $ 90,427 $ 130,739 $ 1,527 $ (132,266 ) $ 90,427 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 92,484 $ 130,652 $ (443 ) $ (130,209 ) $ 92,484 Condensed Consolidating Statements of Operations For the nine months ended September 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,548,960 $ 65,597 $ (4,585 ) $ 1,609,972 Cost of revenue (excluding items shown separately below) — 1,087,150 48,031 (4,585 ) 1,130,596 General and administrative expenses 45,175 141,372 8,245 — 194,792 Depreciation, depletion, amortization and accretion 1,919 145,135 3,609 — 150,663 Operating (loss) income (47,094 ) 175,303 5,712 — 133,921 Other (income) loss, net (204,677 ) (10,563 ) (87 ) 203,534 (11,793 ) Interest expense (income) 87,924 (5,447 ) 3,589 — 86,066 Gain on sale of business — (12,108 ) — — (12,108 ) Income from operations before taxes 69,659 203,421 2,210 (203,534 ) 71,756 Income tax expense 1,226 1,481 616 — 3,323 Net income attributable to member of Summit Materials, LLC $ 68,433 $ 201,940 $ 1,594 $ (203,534 ) $ 68,433 Comprehensive income attributable to member of Summit Materials, LLC $ 66,697 $ 200,497 $ 4,773 $ (205,270 ) $ 66,697 Condensed Consolidating Statements of Operations For the three months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 606,046 $ 29,608 $ (1,473 ) $ 634,181 Cost of revenue (excluding items shown separately below) — 389,716 21,302 (1,473 ) 409,545 General and administrative expenses 15,011 44,373 2,372 — 61,756 Depreciation, depletion, amortization and accretion 619 47,032 1,318 — 48,969 Operating (loss) income (15,630 ) 124,925 4,616 — 113,911 Other income, net (126,386 ) (1,569 ) (245 ) 125,484 (2,716 ) Interest expense (income) 28,182 (670 ) 1,196 — 28,708 Income from operations before taxes 82,574 127,164 3,665 (125,484 ) 87,919 Income tax expense — 4,397 889 — 5,286 Net income 82,574 122,767 2,776 (125,484 ) 82,633 Net income attributable to noncontrolling interest — — — 59 59 Net income attributable to member of Summit Materials, LLC $ 82,574 $ 122,767 $ 2,776 $ (125,543 ) $ 82,574 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 87,160 $ 122,555 $ (1,598 ) $ (120,957 ) $ 87,160 Condensed Consolidating Statements of Operations For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,384,956 $ 62,230 $ (4,635 ) $ 1,442,551 Cost of revenue (excluding items shown separately below) — 922,024 45,632 (4,635 ) 963,021 General and administrative expenses 44,718 131,770 5,715 — 182,203 Depreciation, depletion, amortization and accretion 1,940 128,851 2,965 — 133,756 Operating (loss) income (46,658 ) 202,311 7,918 — 163,571 Other income, net (204,877 ) (1,561 ) (500 ) 203,165 (3,773 ) Interest expense (income) 76,586 (533 ) 3,142 — 79,195 Income from operations before taxes 81,633 204,405 5,276 (203,165 ) 88,149 Income tax expense — 5,119 1,424 — 6,543 Net income 81,633 199,286 3,852 (203,165 ) 81,606 Net loss attributable to noncontrolling interest — — — (27 ) (27 ) Net income attributable to member of Summit Materials, LLC $ 81,633 $ 199,286 $ 3,852 $ (203,138 ) $ 81,633 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 90,928 $ 198,489 $ (4,646 ) $ (193,843 ) $ 90,928 Condensed Consolidating Statements of Cash Flows For the nine months ended September 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (107,736 ) $ 173,597 $ 4,696 $ — $ 70,557 Cash flow from investing activities: Acquisitions, net of cash acquired — (210,894 ) — — (210,894 ) Purchase of property, plant and equipment (5,946 ) (156,016 ) (21,790 ) — (183,752 ) Proceeds from the sale of property, plant, and equipment — 18,257 169 — 18,426 Proceeds from the sale of a business — 21,564 — — 21,564 Other — 2,660 — — 2,660 Net cash used for investing activities (5,946 ) (324,429 ) (21,621 ) — (351,996 ) Cash flow from financing activities: Proceeds from investment by member (112,386 ) 128,001 — — 15,615 Net proceeds from debt issuance 64,500 — — — 64,500 Loans received from and payments made on loans from other Summit Companies (60,387 ) 58,052 6,215 (3,880 ) — Payments on long-term debt (69,265 ) (9,701 ) (61 ) — (79,027 ) Payments on acquisition-related liabilities — (32,821 ) — — (32,821 ) Debt issuance costs (550 ) — — — (550 ) Distributions from partnership (2,569 ) — — — (2,569 ) Other (873 ) (1,007 ) (33 ) — (1,913 ) Net cash (used in) provided by financing activities (181,530 ) 142,524 6,121 (3,880 ) (36,765 ) Impact of cash on foreign currency — — (422 ) — (422 ) Net decrease in cash (295,212 ) (8,308 ) (11,226 ) (3,880 ) (318,626 ) Cash — Beginning of period 370,741 10,254 14,933 (12,372 ) 383,556 Cash — End of period $ 75,529 $ 1,946 $ 3,707 $ (16,252 ) $ 64,930 Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (92,840 ) $ 198,890 $ 26,845 $ — $ 132,895 Cash flow from investing activities: Acquisitions, net of cash acquired (24,538 ) (321,340 ) (25,601 ) — (371,479 ) Purchase of property, plant and equipment (4,994 ) (137,505 ) (4,979 ) — (147,478 ) Proceeds from the sale of property, plant, and equipment — 13,231 59 — 13,290 Other — 182 — — 182 Net cash used for investing activities (29,532 ) (445,432 ) (30,521 ) — (505,485 ) Cash flow from financing activities: Proceeds from investment by member (3,409 ) 249,359 10,717 — 256,667 Capital issuance costs (627 ) — — — (627 ) Net proceeds from debt issuance 302,000 — — — 302,000 Loans received from and payments made on loans from other Summit Companies (10,787 ) 20,975 (6,282 ) (3,906 ) — Payments on long-term debt (6,874 ) (6,009 ) (4 ) — (12,887 ) Payments on acquisition-related liabilities — (20,116 ) — — (20,116 ) Financing costs (5,317 ) — — — (5,317 ) Distributions from partnership (2,609 ) — — — (2,609 ) Other (536 ) (288 ) (21 ) — (845 ) Net cash provided by financing activities 271,841 243,921 4,410 (3,906 ) 516,266 Impact of cash on foreign currency — — 734 — 734 Net increase (decrease) in cash 149,469 (2,621 ) 1,468 (3,906 ) 144,410 Cash — Beginning of period 133,862 4,820 14,656 (10,666 ) 142,672 Cash — End of period $ 283,331 $ 2,199 $ 16,124 $ (14,572 ) $ 287,082 |