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 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 302,474 $ 5,488 $ 9,834 $ (6,477 ) $ 311,319 Accounts receivable, net — 234,053 19,236 (33 ) 253,256 Intercompany receivables 443,323 942,385 — (1,385,708 ) — Cost and estimated earnings in excess of billings — 12,291 797 — 13,088 Inventories — 199,794 4,993 — 204,787 Other current assets 1,763 10,308 1,760 — 13,831 Total current assets 747,560 1,404,319 36,620 (1,392,218 ) 796,281 Property, plant and equipment, net 11,602 1,674,443 61,404 — 1,747,449 Goodwill — 1,142,063 58,636 — 1,200,699 Intangible assets, net — 23,498 — — 23,498 Operating lease right-of-use assets 3,316 24,551 4,910 — 32,777 Other assets 3,596,161 168,314 734 (3,709,690 ) 55,519 Total assets $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908 ) $ 3,856,223 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 30,200 — — 30,200 Accounts payable 4,588 103,812 8,603 (33 ) 116,970 Accrued expenses 51,043 72,970 2,701 (6,477 ) 120,237 Current operating lease liabilities 764 6,571 1,092 — 8,427 Intercompany payables 922,356 447,827 15,525 (1,385,708 ) — Billings in excess of costs and estimated earnings — 12,183 1,681 — 13,864 Total current liabilities 986,693 673,563 29,602 (1,392,218 ) 297,640 Long-term debt 1,851,057 — — — 1,851,057 Acquisition-related liabilities — 17,666 — — 17,666 Noncurrent operating lease liabilities 3,480 18,047 3,854 — 25,381 Other noncurrent liabilities 4,259 203,919 80,169 (137,018 ) 151,329 Total liabilities 2,845,489 913,195 113,625 (1,529,236 ) 2,343,073 Total member's interest 1,513,150 3,523,993 48,679 (3,572,672 ) 1,513,150 Total liabilities and member’s interest $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908 ) $ 3,856,223 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 Statements of Operations and Comprehensive Income Year Ended December 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 2,139,457 $ 94,879 $ (12,196 ) $ 2,222,140 Cost of revenue (excluding items shown separately below) — 1,473,124 65,404 (12,196 ) 1,526,332 General and administrative expenses 58,099 195,683 11,366 — 265,148 Depreciation, depletion, amortization and accretion 3,997 207,277 5,828 — 217,102 Operating (loss) income (62,096 ) 263,373 12,281 — 213,558 Other (income) loss, net (279,517 ) (8,767 ) (790 ) 291,662 2,588 Interest expense (income) 127,734 (16,561 ) 4,815 — 115,988 Income from operation before taxes 89,687 288,701 8,256 (291,662 ) 94,982 Income tax expense 1,090 3,377 1,918 — 6,385 Net income attributable to Summit LLC $ 88,597 $ 285,324 $ 6,338 $ (291,662 ) $ 88,597 Comprehensive income attributable to member of Summit Materials, LLC $ 91,242 $ 287,395 $ 1,622 $ (289,017 ) $ 91,242 Condensed Consolidating Statements of Operations and Comprehensive Income 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 operation 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 Summit 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 Income 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) loss, net (307,876 ) (1,925 ) (533 ) 309,860 (474 ) Interest expense 105,735 (2,415 ) 4,335 — 107,655 Income from continuing operations before taxes 135,586 280,976 6,994 (309,860 ) 113,696 Income tax (benefit) expense 1,518 (23,774 ) 1,911 — (20,345 ) Net income 134,068 304,750 5,083 (309,860 ) 134,041 Net income 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 attributable to member of Summit Materials, LLC $ 144,377 $ 302,209 $ (2,685 ) $ (299,524 ) $ 144,377 Condensed Consolidating Statements of Cash Flows For the year ended December 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (112,019 ) $ 431,323 $ 17,880 $ — $ 337,184 Cash flow from investing activities: Acquisitions, net of cash acquired — (5,392 ) — — (5,392 ) Purchase of property, plant and equipment (2,513 ) (163,652 ) (11,330 ) — (177,495 ) Proceeds from the sale of property, plant, and equipment — 21,083 90 — 21,173 Other — (1,095 ) — — (1,095 ) Net cash used for investing activities (2,513 ) (149,056 ) (11,240 ) — (162,809 ) Cash flow from financing activities: Proceeds from investment by member (21,614 ) 40,690 — — 19,076 Net proceeds from debt issuance 300,000 — — — 300,000 Loans received from and payments made on loans from other Summit Companies 287,029 (280,836 ) (4,586 ) (1,607 ) — Payments on long-term debt (256,354 ) (13,650 ) (225 ) — (270,229 ) Payments on acquisition-related liabilities — (31,383 ) — — (31,383 ) Debt issuance costs (6,312 ) — — — (6,312 ) Distributions from partnership (2,500 ) — — — (2,500 ) Other (462 ) (40 ) — — (502 ) Net cash provided by (used in) financing activities 299,787 (285,219 ) (4,811 ) (1,607 ) 8,150 Impact of cash on foreign currency — — 286 — 286 Net increase (decrease) in cash 185,255 (2,952 ) 2,115 (1,607 ) 182,811 Cash — Beginning of period 117,219 8,440 7,719 (4,870 ) 128,508 Cash — End of period $ 302,474 $ 5,488 $ 9,834 $ (6,477 ) $ 311,319 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 ) Financing 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 (decrease) 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 |