FINANCIAL STATEMENTS FOR GUARANTORS OF THE SENIOR NOTES | (P) FINANCIAL STATEMENTS FOR GUARANTORS OF THE SENIOR NOTES On July 25, 2016, the Company launched a public offering of $300.0 million principal of senior unsecured notes due in 2026 (the “New Notes”). The New Notes will be senior unsecured obligations of the Company and will be offered under the Company’s existing shelf registration statement filed with the Securities and Exchange Commission. The New Notes will be guaranteed by all of the Company’s wholly-owned subsidiaries, and all guarantees will be full and unconditional and are joint and several. The following unaudited condensed consolidating financial statements present separately the earnings and comprehensive earnings, financial position and cash flows of the parent issuer (Eagle Materials Inc.) and the guarantors (all wholly-owned subsidiaries of Eagle Materials Inc.) on a combined basis with eliminating entries (dollars in thousands) . Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended June 30, 2016 Parent Guarantor Eliminations Consolidated Revenues $ — $ 297,504 $ — $ 297,504 Cost of Goods Sold — 225,549 — 225,549 Gross Profit — 71,955 — 71,955 Equity in Earnings of Unconsolidated Joint Venture 7,980 7,980 (7,980 ) 7,980 Equity in Earnings of Subsidiaries 49,703 — (49,703 ) — Corporate General and Administrative Expenses (8,231 ) (1,602 ) — (9,833 ) Other Income (Loss) (77 ) 1,152 — 1,075 Interest Expense, net (10,011 ) 6,110 — (3,901 ) Earnings before Income Taxes 39,364 85,595 (57,683 ) 67,276 Income Taxes 5,980 (27,912 ) — (21,932 ) Net Earnings $ 45,344 $ 57,683 $ (57,683 ) $ 45,344 Net Earnings $ 45,344 $ 57,683 $ (57,683 ) $ 45,344 Net Actuarial Change in Benefit Plans, net of tax 312 312 (312 ) 312 Comprehensive Earnings $ 45,656 $ 57,995 $ (57,995 ) $ 45,656 Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended June 30, 2015 Parent Guarantor Eliminations Consolidated Revenues $ — $ 284,963 $ — $ 284,963 Cost of Goods Sold — 223,866 — 223,866 Gross Profit — 61,097 — 61,097 Equity in Earnings of Unconsolidated Joint Venture 7,830 7,830 (7,830 ) 7,830 Equity in Earnings of Subsidiaries 41,446 — (41,446 ) — Corporate General and Administrative Expenses (7,691 ) (1,300 ) — (8,991 ) Other Income (133 ) 568 — 435 Interest Expense, net (9,216 ) 4,730 — (4,486 ) Earnings before Income Taxes 32,236 72,925 (49,276 ) 55,885 Income Taxes 5,526 (23,649 ) — (18,123 ) Net Earnings $ 37,762 $ 49,276 $ (49,276 ) $ 37,762 Net Earnings $ 37,762 $ 49,276 $ (49,276 ) $ 37,762 Net Actuarial Change in Benefit Plans, net of tax 131 131 (131 ) 131 Comprehensive Earnings $ 37,893 $ 49,407 $ (49,407 ) $ 37,893 Condensed Consolidating Balance Sheet At June 30, 2016 Parent Guarantor Eliminations Consolidated ASSETS Current Assets - Cash and Cash Equivalents $ 4,208 $ 4,972 $ — $ 9,180 Accounts and Notes Receivable 1,135 141,163 — 142,298 Inventories — 240,999 — 240,999 Income Tax Receivable 17,349 — (17,349 ) — Prepaid and Other Current Assets 1,485 6,535 — 8,020 Total Current Assets 24,177 393,669 (17,349 ) 400,497 Property, Plant and Equipment - 2,613 2,080,979 — 2,083,592 Less: Accumulated Depreciation (842 ) (836,400 ) — (837,242 ) Property, Plant and Equipment, net 1,771 1,244,579 — 1,246,350 Notes Receivable — 2,652 — 2,652 Deferred Income Taxes 3,974 — (3,974 ) — Investment in Joint Venture 37 48,663 — 48,700 Investments in Subsidiaries and Receivables from Affiliates 4,219,567 2,682,721 (6,902,288 ) — Goodwill and Intangible Assets, net — 163,298 — 163,298 Other Assets 5,473 22,115 — 27,588 $ 4,254,999 $ 4,557,697 $ (6,923,611 ) $ 1,889,085 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities- Accounts Payable $ 6,320 $ 55,002 $ — $ 61,322 Accrued Liabilities 10,563 29,946 — 40,509 Income Tax Payable — 27,268 (17,349 ) 9,919 Current Portion of Long-term Debt 8,000 — — 8,000 Total Current Liabilities 24,883 112,216 (17,349 ) 119,750 Long-term Debt 490,714 — — 490,714 Other Long-term Liabilities 239 58,403 — 58,642 Payables to Affiliates 2,682,720 2,133,303 (4,816,023 ) — Deferred Income Taxes — 167,510 (3,974 ) 163,536 Total Liabilities 3,198,556 2,471,432 (4,837,346 ) 832,642 Total Stockholders’ Equity 1,056,443 2,086,265 (2,086,265 ) 1,056,443 $ 4,254,999 $ 4,557,697 $ (6,923,611 ) $ 1,889,085 Condensed Consolidating Balance Sheet At March 31, 2016 Parent Guarantor Eliminations Consolidated ASSETS Current Assets - Cash and Cash Equivalents $ 3,507 $ 1,884 $ — $ 5,391 Accounts and Notes Receivable 324 119,897 — 120,221 Inventories — 243,595 — 243,595 Income Tax Receivable — 6,731 (1,108 ) 5,623 Prepaid and Other Current Assets 1,365 3,808 — 5,173 Total Current Assets 5,196 375,915 (1,108 ) 380,003 Property, Plant and Equipment - 2,612 2,070,164 — 2,072,776 Less: Accumulated Depreciation (814 ) (816,651 ) — (817,465 ) Property, Plant and Equipment, net 1,798 1,253,513 — 1,255,311 Notes Receivable — 2,672 — 2,672 Deferred Income Taxes 3,375 — (3,375 ) — Investment in Joint Venture 33 49,432 — 49,465 Investments in Subsidiaries and Receivables from Affiliates 4,085,806 2,529,480 (6,615,286 ) — Goodwill and Intangible Assets, net — 165,827 — 165,827 Other Assets 5,557 24,800 — 30,357 $ 4,101,765 $ 4,401,639 $ (6,619,769 ) $ 1,883,635 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities- Accounts Payable $ 6,968 $ 59,646 $ — $ 66,614 Accrued Liabilities 15,708 30,267 — 45,975 Income Tax Payable 1,108 — (1,108 ) — Current Portion of Long-term Debt 8,000 — — 8,000 Total Current Liabilities 31,784 89,913 (1,108 ) 120,589 Long-term Debt 499,714 — — 499,714 Other Long-term Liabilities 256 60,866 — 61,122 Payables to Affiliates 2,529,480 2,042,633 (4,572,113 ) — Deferred Income Taxes — 165,054 (3,375 ) 161,679 Total Liabilities 3,061,234 2,358,466 (4,576,596 ) 843,104 Total Stockholders’ Equity 1,040,531 2,043,173 (2,043,173 ) 1,040,531 $ 4,101,765 $ 4,401,639 $ (6,619,769 ) $ 1,883,635 Condensed Consolidating Statement of Cash Flows Three Months ended June 30, 2016 Parent Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities $ (35,457 ) $ 89,540 $ — $ 54,083 CASH FLOWS FROM INVESTING ACTIVITIES Additions to Property, Plant and Equipment — (8,978 ) — (8,978 ) Net Cash Used in Investing Activities — (8,978 ) — (8,978 ) CASH FLOWS FROM FINANCING ACTIVITIES Increase in Credit Facility (9,000 ) — — (9,000 ) Dividends Paid to Stockholders (4,828 ) — — (4,828 ) Purchase and Retirement of Common Stock (39,135 ) — — (39,135 ) Proceeds from Stock Option Exercises 10,632 — — 10,632 Shares Redeemed to Settle Employee Taxes on Stock Compensation (2,284 ) — — (2,284 ) Excess Tax Benefits from Share Based Payment Arrangements 3,299 — — 3,299 Intra-entity Activity, net 77,474 (77,474 ) — — Net Cash Provided by (Used in) Financing Activities 36,158 (77,474 ) — (41,316 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 701 3,088 — 3,789 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,507 1,884 — 5,391 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,208 $ 4,972 $ — $ 9,180 Condensed Consolidating Statement of Cash Flows Three Months ended June 30, 2015 Parent Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities $ (35,394 ) $ 56,009 $ — $ 20,615 CASH FLOWS FROM INVESTING ACTIVITIES Additions to Property, Plant and Equipment — (27,122 ) — (27,122 ) Net Cash Used in Investing Activities — (27,122 ) — (27,122 ) CASH FLOWS FROM FINANCING ACTIVITIES Increase in Credit Facility 11,000 — — 11,000 Dividends Paid to Stockholders (5,025 ) — — (5,025 ) Purchase and Retirement of Common Stock — — — — Proceeds from Stock Option Exercises 950 — — 950 Shares Redeemed to Settle Employee Taxes on Stock Compensation (1,523 ) — — (1,523 ) Excess Tax Benefits from Share Based Payment Arrangements 1,142 — — 1,142 Intra-entity Activity, net 30,048 (30,048 ) — — Net Cash Provided by (Used in) Financing Activities 36,592 (30,048 ) — 6,544 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,198 (1,161 ) — 37 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,644 3,870 — 7,514 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,482 $ 2,709 $ — $ 7,551 |