Senior Notes' Guarantor and Non-Guarantor Financial Information | Senior Notes’ 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. 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 December 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 117,219 $ 8,440 $ 7,719 $ (4,870 ) $ 128,508 Accounts receivable, net — 199,538 15,165 (185 ) 214,518 Intercompany receivables 500,765 624,427 — (1,125,192 ) — Cost and estimated earnings in excess of billings — 17,711 891 — 18,602 Inventories — 210,149 3,702 — 213,851 Other current assets 1,953 11,308 2,800 — 16,061 Total current assets 619,937 1,071,573 30,277 (1,130,247 ) 591,540 Property, plant and equipment, net 13,300 1,709,083 57,749 — 1,780,132 Goodwill — 1,136,785 56,243 — 1,193,028 Intangible assets, net — 18,460 — — 18,460 Other assets 3,292,851 154,080 947 (3,397,794 ) 50,084 Total assets $ 3,926,088 $ 4,089,981 $ 145,216 $ (4,528,041 ) $ 3,633,244 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,354 $ — $ — $ — $ 6,354 Current portion of acquisition-related liabilities — 31,770 — — 31,770 Accounts payable 4,712 92,132 12,349 (185 ) 109,008 Accrued expenses 45,146 57,826 1,927 (4,870 ) 100,029 Intercompany payables 673,175 436,564 15,453 (1,125,192 ) — Billings in excess of costs and estimated earnings — 11,347 493 — 11,840 Total current liabilities 729,387 629,639 30,222 (1,130,247 ) 259,001 Long-term debt 1,807,502 — — — 1,807,502 Acquisition-related liabilities — 45,354 — — 45,354 Other noncurrent liabilities 3,768 226,137 77,368 (171,317 ) 135,956 Total liabilities 2,540,657 901,130 107,590 (1,301,564 ) 2,247,813 Total member's interest 1,385,431 3,188,851 37,626 (3,226,477 ) 1,385,431 Total liabilities and member’s interest $ 3,926,088 $ 4,089,981 $ 145,216 $ (4,528,041 ) $ 3,633,244 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 and Comprehensive Loss Year Ended December 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 2,018,428 $ 88,658 $ (6,084 ) $ 2,101,002 Cost of revenue (excluding items shown separately below) — 1,416,222 65,641 (6,084 ) 1,475,779 General and administrative expenses 62,376 184,917 10,554 — 257,847 Depreciation, depletion, amortization and accretion 2,622 197,406 4,882 — 204,910 Operating (loss) income (64,998 ) 219,883 7,581 — 162,466 Other (income) loss, net (249,204 ) (14,643 ) 823 247,657 (15,367 ) Interest expense (income) 118,857 (7,818 ) 4,792 — 115,831 Gain on sale of business — (12,108 ) — — (12,108 ) Income from operations before taxes 65,349 254,452 1,966 (247,657 ) 74,110 Income tax expense 1,512 8,226 535 — 10,273 Net income attributable to member of Summit Materials, LLC $ 63,837 $ 246,226 $ 1,431 $ (247,657 ) $ 63,837 Comprehensive income attributable to member of Summit Materials, LLC $ 57,356 $ 243,359 $ 10,779 $ (254,138 ) $ 57,356 Condensed Consolidating Statements of Operations and Comprehensive Loss Year ended December 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,854,434 $ 84,020 $ (5,879 ) $ 1,932,575 Cost of revenue (excluding items shown separately below) — 1,227,037 60,619 (5,879 ) 1,281,777 General and administrative expenses 63,954 178,023 8,426 — 250,403 Depreciation, depletion, amortization and accretion 2,601 172,738 4,179 — 179,518 Operating (loss) income (66,555 ) 276,636 10,796 — 220,877 Other income, net (307,876 ) (1,925 ) (533 ) 309,860 (474 ) Interest expense (income) 105,735 (2,415 ) 4,335 — 107,655 Income from operations before taxes 135,586 280,976 6,994 (309,860 ) 113,696 Income tax expense (benefit) 1,518 (23,774 ) 1,911 — (20,345 ) Net income 134,068 304,750 5,083 (309,860 ) 134,041 Net loss attributable to noncontrolling interest — — — (27 ) (27 ) Net income attributable to member of Summit Materials, LLC $ 134,068 $ 304,750 $ 5,083 $ (309,833 ) $ 134,068 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 144,377 $ 302,209 $ (2,685 ) $ (299,524 ) $ 144,377 Condensed Consolidating Statements of Operations and Comprehensive Loss Year ended December 31, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,586,858 $ 47,064 $ (7,859 ) $ 1,626,063 Cost of revenue (excluding items shown separately below) — 1,047,120 32,531 (7,859 ) 1,071,792 General and administrative expenses 91,533 152,402 6,374 — 250,309 Depreciation, depletion, amortization and accretion 2,410 142,773 4,117 — 149,300 Operating (loss) income (93,943 ) 244,563 4,042 — 154,662 Other (income) loss, net (239,082 ) 1,908 (326 ) 238,874 1,374 Interest expense 83,068 9,956 3,459 — 96,483 Income from continuing operations before taxes 62,071 232,699 909 (238,874 ) 56,805 Income tax (benefit) expense — (5,551 ) 269 — (5,282 ) Net income 62,071 238,250 640 (238,874 ) 62,087 Net income attributable to noncontrolling interest — — — 16 16 Net income attributable to member of Summit Materials, LLC $ 62,071 $ 238,250 $ 640 $ (238,890 ) $ 62,071 Comprehensive income attributable to member of Summit Materials, LLC $ 63,093 $ 239,353 $ (1,485 ) $ (237,868 ) $ 63,093 Condensed Consolidating Statements of Cash Flows For the year ended December 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (142,315 ) $ 340,401 $ 11,282 $ — $ 209,368 Cash flow from investing activities: Acquisitions, net of cash acquired — (246,017 ) — — (246,017 ) Purchase of property, plant and equipment (7,607 ) (188,435 ) (24,643 ) — (220,685 ) Proceeds from the sale of property, plant, and equipment — 21,263 372 — 21,635 Proceeds from the sale of a business — 21,564 — — 21,564 Other — 3,804 — — 3,804 Net cash used for investing activities (7,607 ) (387,821 ) (24,271 ) — (419,699 ) Cash flow from financing activities: Proceeds from investment by member (146,533 ) 162,148 — — 15,615 Net proceeds from debt issuance 64,500 — — — 64,500 Loans received from and payments made on loans from other Summit Companies 51,696 (65,845 ) 6,647 7,502 — Payments on long-term debt (69,265 ) (15,662 ) (115 ) — (85,042 ) Payments on acquisition-related liabilities — (34,004 ) — — (34,004 ) Debt issuance costs (550 ) — — — (550 ) Distributions from partnership (2,569 ) — — — (2,569 ) Other (879 ) (1,031 ) (33 ) — (1,943 ) Net cash (used in) provided by financing activities (103,600 ) 45,606 6,499 7,502 (43,993 ) Impact of cash on foreign currency — — (724 ) — (724 ) Net decrease in cash (253,522 ) (1,814 ) (7,214 ) 7,502 (255,048 ) Cash — Beginning of period 370,741 10,254 14,933 (12,372 ) 383,556 Cash — End of period $ 117,219 $ 8,440 $ 7,719 $ (4,870 ) $ 128,508 Condensed Consolidating Statements of Cash Flows For the year ended December 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (127,102 ) $ 392,316 $ 29,918 $ — $ 295,132 Cash flow from investing activities: Acquisitions, net of cash acquired (24,538 ) (324,892 ) (25,500 ) — (374,930 ) Purchase of property, plant and equipment (6,196 ) (182,295 ) (5,655 ) — (194,146 ) Proceeds from the sale of property, plant, and equipment — 16,822 250 — 17,072 Other — (471 ) — — (471 ) Net cash used for investing activities (30,734 ) (490,836 ) (30,905 ) — (552,475 ) Cash flow from financing activities: Proceeds from investment by member 40,913 252,911 10,717 — 304,541 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 119,858 (108,026 ) (10,126 ) (1,706 ) — Payments on long-term debt (8,463 ) (7,967 ) (8 ) — (16,438 ) Purchase of noncontrolling interests — (532 ) — — (532 ) Payments on acquisition-related liabilities — (32,150 ) — — (32,150 ) Financing costs (6,416 ) — — — (6,416 ) Distributions from partnership (51,986 ) — — — (51,986 ) Other (564 ) (282 ) (20 ) — (866 ) Net cash provided by financing activities 394,715 103,954 563 (1,706 ) 497,526 Impact of cash on foreign currency — — 701 — 701 Net increase in cash 236,879 5,434 277 (1,706 ) 240,884 Cash — Beginning of period 133,862 4,820 14,656 (10,666 ) 142,672 Cash — End of period $ 370,741 $ 10,254 $ 14,933 $ (12,372 ) $ 383,556 Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (132,328 ) $ 373,588 $ 3,617 $ — $ 244,877 Cash flow from investing activities: Acquisitions, net of cash acquired (42,844 ) (294,114 ) — — (336,958 ) Purchase of property, plant and equipment (5,247 ) (146,336 ) (1,900 ) — (153,483 ) Proceeds from the sale of property, plant, and equipment — 16,606 262 — 16,868 Other — 2,921 — — 2,921 Net cash used for investing activities (48,091 ) (420,923 ) (1,638 ) — (470,652 ) Cash flow from financing activities: Proceeds from investment by member (502,140 ) 529,517 — — 27,377 Capital issuance costs (136 ) — — — (136 ) Net proceeds from debt issuance 354,000 — — — 354,000 Loans received from and payments made on loans from other Summit Companies 440,738 (442,072 ) 400 934 — Payments on long-term debt (110,500 ) (10,202 ) — — (120,702 ) Payments on acquisition-related liabilities (400 ) (29,140 ) — — (29,540 ) Financing costs (5,801 ) — — — (5,801 ) Distributions from partnership (42,192 ) — — — (42,192 ) Other — (16 ) — — (16 ) Net cash provided by financing activities 133,569 48,087 400 934 182,990 Impact of cash on foreign currency — — 69 — 69 Net (decrease) increase in cash (46,850 ) 752 2,448 934 (42,716 ) Cash — Beginning of period 180,712 4,068 12,208 (11,600 ) 185,388 Cash — End of period $ 133,862 $ 4,820 $ 14,656 $ (10,666 ) $ 142,672 |