C ONSOLIDATED F INANCIAL S TATEMENTS

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1 C ONSOLIDATED F INANCIAL S TATEMENTS (Ultimately, Wholly Owned Subsidiaries of CRH plc, Years Ended December 31, 2015 and 2014 With Report of Independent Auditors Ernst & Young LLP

2 Consolidated Financial Statements Years Ended December 31, 2015 and 2014 Contents Report of Independent Auditors...1 Consolidated Financial Statements Consolidated Balance Sheets...3 Consolidated Statements of Operations...5 Consolidated Statements of Stockholder s Equity...6 Consolidated Statements of Cash Flows...7 Notes to Consolidated Financial Statements...8

3 Ernst & Young LLP Suite Ivan Allen Jr. Boulevard Atlanta, GA Tel: Fax: ey.com The Board of Directors and Stockholder CRH America, Inc. Report of Independent Auditors We have audited the accompanying consolidated financial statements of CRH America, Inc. and Subsidiaries (ultimately wholly owned subsidiaries of CRH plc, a Republic of Ireland corporation), which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholder s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 1 A member firm of Ernst & Young Global Limited

4 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. April 26, A member firm of Ernst & Young Global Limited

5 Consolidated Balance Sheets Assets Current assets: Cash and cash equivalents 3,248 December 31 $ $ 29,886 Accounts receivable, less allowance for doubtful accounts of $6,037 and $2,949, respectively 153, ,873 Inventories 124, ,246 Assets held for sale, net 4,358 8,063 Costs and estimated earnings in excess of billings 3,103 7,396 Interest rate swaps 10,047 Other current assets 30,250 24,610 Total current assets 328, ,074 Property, plant, and equipment, net 225, ,465 Due from Parent and affiliates, net 5,327,793 4,535,361 Interest rate swaps 31,908 58,238 Goodwill 170, ,835 Identifiable intangible assets, net 5,589 7,064 Other assets 14,070 6,022 Total assets $ 6,104,244 $ 5,330,059 3

6 Liabilities and stockholder s equity Current liabilities: Accounts payable 99,191 December 31 (In Thousands, Except Share Data) $ $ 91,127 Accrued payroll 37,569 36,474 Accrued interest 57,075 64,599 Other accrued expenses 40,563 25,289 Billings in excess of costs and estimated earnings 6,186 10,711 Short-term borrowings 7,022 1,247 Current maturities of long-term debt 673,573 55,000 Total current liabilities 921, ,447 Long-term debt 3,098,520 3,017,574 Other liabilities 2,623 3,158 Stockholder s equity: Common stock, $0.01 par value: 10,000 shares authorized; 2,500 shares issued and outstanding Paid-in capital 1,564,589 1,562,508 Non-controlling Interest 6,316 Retained earnings 511, ,372 Total stockholder s equity 2,081,922 2,024,880 Total liabilities and stockholder s equity $ 6,104,244 $ 5,330,059 See accompanying notes. 4

7 Consolidated Statements of Operations Year Ended December 31 Net sales $ 931,403 $ 893,625 Cost of sales 707, ,318 Gross profit 224, ,307 Selling, general, and administrative expenses 158, ,358 Operating income 65,370 47,949 Other income (expense): Interest income, net includes related-party transactions (Note 15) 346, ,117 Interest expense includes related-party transactions (Note 15) (285,555) (251,982) Premium on early redemption of bonds (Note 11) (58,499) Change in fair value of derivatives and fixed rate debt, net (7,182) (9,627) Other, net includes related-party transactions (Note 15) 3,122 3,135 (1,274) (5,357) Income before provision for income taxes 64,096 42,592 Provision for income taxes 15,438 16,480 Net income 48,658 26,112 Non-controlling interests 13 Net income retained $ 48,645 $ 26,112 See accompanying notes. 5

8 Consolidated Statements of Stockholder s Equity Non- Other Common Stock Paid-in Retained Controlling Comprehensive Shares Amount Capital Earnings Interest Income Total (In Thousands, Except Shares) Balance at January 1, ,500 $ $ 1,561,891 $ 436,260 $ $ $ 1,998,151 Employee stock compensation expense Net income 26,112 26,112 Balance at December 31, ,500 1,562, ,372 2,024,880 Employee stock compensation expense 2,081 2,081 Capital Contribution 6,303 6,303 Net income 48, ,658 Balance at December 31, ,500 $ $ 1,564,589 $ 511,017 $ 6,316 $ $ 2,081,922 See accompanying notes. 6

9 Year Ended December 31 Operating activities Net income $ 48,645 $ 26,112 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 26,297 25,595 Amortization of loan issuance costs and discounts 4,000 2,692 Loss (Gain) on sale of property, plant, and equipment 310 (439) Loss (Gain) on disposal of facilities (2,443) 250 Employee stock compensation expense 2, Impairment of property, plant, and equipment 2,059 Amortization of adjustment to debt resulting from discontinued fair value hedges (12,580) (8,916) Change in fair value of derivatives and fixed rate debt, net 7,182 9,627 Changes in operating assets and liabilities, net of the effects of business acquisition: Accounts receivable, net 1,529 (15,213) Inventories (10,058) (5,118) Other assets (5,640) 353 Accounts payable, accrued expenses, and other liabilities 16,441 18,151 Billings in excess of costs and estimated earnings and costs and estimated earnings in excess of billings on contracts in progress, net (232) 1,223 Net cash provided by operating activities 77,591 54,934 Investing activities Acquisition of businesses (88) (35,182) Purchases of property, plant, and equipment (48,577) (25,388) Proceeds from disposal of facilities 3,939 3,371 Proceeds from sales of property, plant, and equipment, net of disposal costs 8,777 4,582 Net cash used in investing activities (35,949) (52,617) Financing activities Proceeds from partial sale of subsidiary 6,750 Proceeds from short-term borrowings 5,775 Proceeds from long-term borrowings, net of issuance costs of $10m 1,734,297 Principal payments of short-term borrowings (3,330) Principal payments of long-term borrowings (1,022,791) (201,000) Premium on early redemption of bonds (58,499) Changes in due from Parent and affiliates, net (733,812) (8,001) Net cash used in financing activities (68,280) (212,331) Decrease in cash and cash equivalents (26,638) (210,014) Cash and cash equivalents at beginning of year 29, ,900 Cash and cash equivalents at end of year $ 3,248 $ 29,886 See accompanying notes. Consolidated Statements of Cash Flows 7

10 Notes to Consolidated Financial Statements December 31, Nature of Operations CRH America, Inc. (Company) is a wholly owned subsidiary of Americas Products & Distribution, Inc., which is ultimately a wholly owned subsidiary of Oldcastle, Inc. (Oldcastle or Parent), a holding company whose ultimate parent is CRH plc, a Republic of Ireland corporation. Oldcastle and its subsidiaries (Group) are engaged in the production and supply of building materials to a wide and varied customer base within the United States. The Group is organized into three core product-based business groups: Building Products (primarily block, pavers, precast, fabricated glass, and lawn and garden products) Materials (primarily aggregates, ready-mixed concrete, and asphalt supply and paving) Distribution of roofing, siding, insulation, and interior products The Company consists of the operations of Building Products precast and concrete accessories businesses and certain treasury and financing activities of Oldcastle. The Company has extensive transactions and relationships with affiliates. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements which have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) comprise those of the Company, its wholly owned subsidiaries CRH Finance America, Inc., Oldcastle Precast, Inc. (Oldcastle Precast), and the latter s wholly owned subsidiary, Meadow Burke, LLC (MB), which wholly owns 62.5% of Composite Technologies Corporation (Thermomass); the remaining 37.5% non-controlled interest is owned by another CRH plc subsidiary. In August 2015, the Company sold the 37.5% interest of Thermomass for $6,750. All significant intercompany balances and transactions have been eliminated in consolidation. 8

11 2. Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our most critical accounting estimates relate to uncertain tax provisions, but we also make certain estimates for legal provisions and other contingencies. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could adversely affect our results of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $3,248 and $29,886 at December 31, 2015 and 2014, respectively. Accounts Receivable and Allowances Accounts receivable consists of customer payments due but not received. Accounts receivable are recorded at their original amount less an estimated allowance for any doubtful accounts. An allowance is made when collection of the full amount is no longer considered probable. Financial Instruments The Company s financial instruments at December 31, 2015 and 2014, consist primarily of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, long-term debt, and interest rate swap agreements. Due to the short maturities of cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings, carrying amounts approximate the respective fair values. Accordingly, such financial instruments were valued based upon Level 1 measures within the valuation hierarchy. See Note 17 for disclosures regarding the fair value of the Company s financial assets and liabilities. 9

12 2. Summary of Significant Accounting Policies (continued) Credit Risk Substantially all of the Company s accounts receivable are due from companies in, or related to, the construction industry in the United States. The Company performs periodic credit evaluations of its customers financial condition and generally does not require collateral. The Company does not believe significant credit risk exists at December 31, 2015 and 2014 related to accounts receivable. Receivables are generally due within 30 days, although extended terms may be granted. Financial instruments give rise to credit risk on amounts due from counterparties. Credit risk is managed by limiting the aggregate amount and duration of exposure to any one counterparty primarily depending on its credit rating and by regular review of these ratings. The Company transacts with counterparties that have high investment grade credit ratings. The maximum exposure arising in the event of default on the part of the counterparty is the carrying value of the relevant financial instrument. The Company places its temporary cash investments and investment grade short-term investments in high credit quality financial institutions, and limits the amount of credit exposure to any one entity. Inventories Inventories are stated at the lower of cost or market and are valued principally on the weighted average cost method. Elements of cost in inventories include raw materials, direct labor, and manufacturing overhead. To properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory, inventory values are reduced based on forecasted usage, orders, and inventory aging. These factors are impacted by market conditions, and changes in strategic direction, and require estimates and management judgment that may include elements that are uncertain. Property, Plant, and Equipment Property, plant, and equipment is stated at cost. The depreciation of property, plant, and equipment is provided using the straight-line method over the estimated useful lives of the respective assets, which range from three to forty years. Assets classified as held for sale are stated at the lower of carrying amount or fair value less costs to sell. Depreciation ceases once an asset is classified as held for sale. 10

13 2. Summary of Significant Accounting Policies (continued) Goodwill and Other Intangible Assets Goodwill represents the amount by which the total purchase price the Company has paid to acquire businesses exceeds the estimated fair value of the net identifiable assets acquired. Goodwill and intangible assets with indefinite lives are evaluated annually for impairment or whenever events or changes in circumstances indicate that impairment may have occurred. The Company has selected December 31 as the date for performing the annual impairment test. Oldcastle Precast is the only reporting unit with goodwill. As such, the Company has developed and completed impairment tests on the Oldcastle Precast reporting unit. When evaluating goodwill for impairment, the Company first compares the book value of the net assets of Oldcastle Precast to the fair value. If the fair value is determined to be less than book value, a second step is performed to compute the amount of impairment. The Company estimates fair value using a discounted cash flow methodology. At December 31, 2015 and 2014, no impairment adjustments were required. Intangible assets that have a finite life, which consist primarily of noncompete agreements, customer relationships, and trade names, are amortized over their useful lives (from one to ten years) using the straight-line method. Revenue Recognition The Company recognizes revenue when products are shipped to its customers. Certain contracts, however, allow for billing of stored materials and the Company records these transactions as receivables with an offset to deferred income. For the years ended December 31, 2015 and 2014, respectively, approximately 8% and 11% of Company revenues were derived under fixed-price contracts from operations that manufacture and erect precast/prestressed components used in construction. For such contracts, the Company recognizes revenue on a percent complete basis of cost incurred to final projected cost. Contract costs are usually recognized as an expense in the accompanying Consolidated Statements of Operations in the accounting periods in which the work to which they relate is performed. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, and repairs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. 11

14 2. Summary of Significant Accounting Policies (continued) Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract costs attributable to claims is included in revenues when realization is probable and the amount can be reliably estimated. Advertising Costs The Company expenses advertising and promotion costs as incurred. Advertising and promotional costs were approximately $2,490 and $2,317 during the years ended December 31, 2015 and 2014, respectively. Shipping and Handling Costs Shipping and handling costs are included as a component of cost of sales. Reclassifications Certain prior year balances within Note 14 have been reclassified to conform to the current year presentation of construction contract revenue and related costs. This change has no effect on the previously reported results of the company. Interest Rate Swaps The Company enters into interest rate swap agreements to reduce the impact of changes in interest rates relating to the issuance of its debt and to manage the Company s overall level of fixed and variable rate debt to a targeted range. The Company recognizes interest rate swaps in the accompanying Consolidated Balance Sheets at fair value. Changes in fair value for interest rate swaps that are not designated in qualifying hedge accounting relationships are recorded in the Consolidated Statements of Operations. Changes in fair value for interest rate swaps that are designated as hedges of the fair value of fixed rate debt are offset against the related debt. Stock Compensation Certain of the Company s employees participate in stock compensation plans of the ultimate parent company, CRH plc. Stock compensation awards are measured based on fair value at each reporting date. For the years ended December 31, 2015 and 2014, the Company recorded stock compensation expense with a corresponding adjustment to paid-in capital of $2,081 and $617, respectively, under the CRH plc plans. 12

15 2. Summary of Significant Accounting Policies (continued) Income Taxes Taxable income of the Company is included in the consolidated U.S. federal income tax return of Parent. Parent has allocated income taxes to the Company on a basis that considers the permanent and temporary differences related to the Company s operations. The aggregate amounts charged to the Company for current income tax amounts and deferred income tax amounts related to temporary differences applicable to the Company are included in Due from Parent and affiliates, net in the accompanying consolidated balance sheets. Due from Parent and affiliates, net includes $15,438 and $16,480 related to income tax expense for the years ended December 31, 2015 and 2014, respectively. The Company s income tax expense (benefit) consists of the following: Year Ended December 31 Current $ 23,061 $ 18,528 Deferred (7,623) (2,048) Total income tax provision $ 15,438 $ 16,480 The Company s effective tax rate differs from the statutory rate principally due to state income taxes, changes in uncertain tax positions, and certain expenses not recognized for income tax purposes. The following table reconciles the statutory tax rate to the effective tax rate (current and deferred) of the Company: Percentage of Income Before Income Taxes Year Ended December 31 Statutory income tax rate 35.0% 35.0% State income tax rate, net of federal income tax effect Uncertain tax positions (2.3) 0.5 Foreign currency transactions (9.2) - Other items (comprising items not chargeable to tax/expenses not deductible for tax) (1.1) 0.4 Total effective tax rate 24.1% 38.7% 13

16 2. Summary of Significant Accounting Policies (continued) Deferred income taxes are provided for all significant temporary differences between income reported for financial reporting and income reported for tax purposes. Deferred income tax assets arise primarily from the recording of accruals which are not currently deductible for tax purposes and the Company s interest rate swap activities. Deferred income tax liabilities arise primarily from the effect of the use, for income tax purposes, of accelerated methods of depreciation and the Company s interest rate swap activities. Deferred tax assets and liabilities attributable to the Company are included as a component of Due from Parent and affiliates, net as of December 31, 2015 and 2014, and consist of the following: December 31 Accruals and other reserves $ 17,798 $ 9,909 Revaluation differences related to debt 35,009 42,597 Total deferred tax assets $ 52,807 $ 52,506 December 31 Property, plant, and equipment $ (12,448) $ (13,201) Goodwill and intangible assets (31,001) (26,599) Revaluation differences related to interest rate swaps (39,963) (49,390) Total deferred tax liabilities $ (83,412) $ (89,190) The Company recognizes the benefit of uncertain tax positions when the position taken or expected to be taken in a tax return is more likely than not of being sustained upon examination by tax authorities. As of December 31, 2015 and 2014, the Company s liabilities for unrecognized tax benefits of $5,649 and $7,121, respectively, were recorded as a component of Due from Parent and affiliates, net. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as components of the income tax provision. The Company does not have any interest and penalties accrued as of December 31, 2015 and 2014, respectively, related to unrecognized tax benefits. 14

17 2. Summary of Significant Accounting Policies (continued) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of the assets may not be fully recoverable. When the carrying value of the asset exceeds the value of its expected undiscounted future cash flows, an impairment charge is recognized equal to the difference between the asset s carrying value and its fair value. During 2015, the Company identified certain assets which would not be utilized in its ongoing operations. As a result, the Company recorded an impairment charge of $2,059 for the year ended December 31, 2015 to reflect the loss in value of these assets, which is included in selling, general, and administrative expenses in the Company s Consolidated Statements of Operations. Comprehensive Income For the years ended December 31, 2015 and 2014, there were no material items that gave rise to other comprehensive income and net income equaled comprehensive income. 3. Inventories Inventories, net of reserves, consist of the following: December 31 Raw materials $ 24,464 $ 23,443 Finished goods 99,653 93,803 $ 124,117 $ 117,246 15

18 4. Assets Held for Sale The Company is committed to selling certain property, plant, and equipment that have underperformed. Based on the Company s knowledge of prospective buyers and offers tendered to date, the sale of these assets is probable and anticipated to be completed within one year; as such, these assets have been classified as held for sale. December 31 Land and improvements $ 3,695 $ 6,662 Buildings and improvements 4,150 6,884 Machinery and equipment 435 6,949 8,280 20,495 Less accumulated depreciation (3,922) (12,432) $ 4,358 $ 8, Property, Plant, and Equipment Property, plant, and equipment consist of the following: December 31 Land, buildings, and improvements $ 216,325 $ 204,014 Machinery and equipment 335, ,644 Construction in progress 13,235 13, , ,160 Less: accumulated depreciation (339,417) (319,695) $ 225,697 $ 207,465 Depreciation expense for the years ended December 31, 2015 and 2014 was $24,823 and $24,084 respectively. 16

19 6. Acquisitions There were no acquisitions during the year ended December 31, During 2014, the Company acquired the following businesses for total consideration of $35,182: Business Acquisition Date Kristar Enterprises, Inc. January 6 MC Precast, Inc. May 16 Composite Technologies Corporation September 8 The Company obtained control of the Kristar Enterprises, Inc. and MC Precast, Inc. businesses by entering into asset purchase agreements and that of Composite Technologies Corporate by acquisition of 100% of the equity interests. These acquisitions were accounted for by the purchase method of accounting and included no noncash consideration. The results of operations are included in the accompanying consolidated statement of operations from the respective acquisition dates. The primary business function of these businesses is the manufacture of concrete insulation systems (Thermomass), environmental solutions (Kristar) and precast concrete products (MC Precast). The principal factor contributing to the recognition of goodwill in the Kristar and Thermomass acquisitions is the potential realization of cost savings and synergies with existing companies. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Accounts receivable $ 7,309 Inventories 4,013 Accounts payable (4,731) Property, plant, and equipment 7,719 Goodwill 17,494 Intangible assets 6,370 Deferred tax liability (2,420) Other assets 315 Other liabilities (887) Fair value of net assets acquired/purchase consideration $ 35,182 17

20 6. Acquisitions (continued) For the year ended December 31, 2014, the Company acquired intangible assets subject to amortization valued at $6,370 through the two acquisitions, which consist of the following: Gross Weighted- Average Amortization Period Non-contractual customer relationships $ 4,270 5 Trade names 2, Total intangible assets $ 6, Disposal During 2015, the Company sold certain assets and liabilities related to two facilities to third parties for total consideration of $8,807. The Company incurred disposal costs of $30 in connection with the sale, which resulted in net proceeds from the sale of $8,777. The following table summarizes the two facilities carrying values of the assets and liabilities sold in 2015 and proceeds received. A net gain of $2,443 was recognized on the transactions, which is recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, Inventories $ 3,216 Property, plant, and equipment 125 Goodwill and other intangibles 3,115 Other payables (122) Carrying value of net assets sold 6,334 Net cash proceeds received 8,807 Disposal Costs (30) Gain recognized on sale $ 2,443 During 2014, certain assets and liabilities related to two facilities were sold to third parties for total consideration of $3,

21 7. Disposal (continued) The following table summarizes the two facilities carrying values of the assets and liabilities sold in 2014, and proceeds received. A net loss of $250 was recognized on the transactions, which is recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2014: Inventories $ 531 Property, plant, and equipment 1,595 Goodwill and other intangible assets 1,115 Other receivables 380 Carrying value of net assets sold 3,621 Net cash proceeds received 3,371 Loss recognized on sale $ (250) 8. Goodwill and Intangible Assets As of December 31, 2015, total intangible assets subject to amortization consist of the following: Gross Accumulated Amortization Net Balance Non-compete agreements $ 2,898 $ 2,898 $ Non-contractual customer relationships 19,757 16,783 2,974 Trade names 10,787 8,172 2,615 Backlog Total intangible assets $ 33,770 $ 28,181 $ 5,589 As of December 31, 2014, total intangible assets subject to amortization consist of the following: Gross Accumulated Amortization Net Balance Non-compete agreements $ 2,898 $ 2,853 $ 45 Non-contractual customer relationships 19,757 15,905 3,852 Trade names 10,787 7,620 3,167 Backlog Total intangible assets $ 33,770 $ 26,706 $ 7,064 19

22 8. Goodwill and Intangible Assets (continued) Amortization expense for intangible assets for the years ended December 31, 2015 and 2014 was $1,474 and $1,511, respectively. The following represents the estimated future amortization expense for intangible assets for each of the years indicated: 2016 $ 1, , , Thereafter 1,057 $ 5,589 The changes in the carrying value of goodwill for the years ended December 31, 2015 and 2014 are as follows: Balance at the beginning of the year $ 173,835 $ 157,456 Add: acquired on business combinations 17,494 Less: disposals during the year (3,115) (1,115) Balance as at end of the year $ 170,720 $ 173, Defined Contribution Plans The Company has various defined contribution retirement plans. Total employer contributions related to the above plans were $7,085 and $6,873 for the years ended December 31, 2015 and 2014, respectively. The Company has no liability to these plans beyond the annual discretionary contributions. 10. Multi-employer Plans The Company participates in a number of multi-employer plans. Total employer expenses related to those plans were $2,351 and $8,214 in 2015 and 2014, respectively. The Company withdrew from plans resulting in a withdrawal liability of $1,491 in 2015 and $7,625 in

23 11. Long-Term Debt and Short-Term Borrowings As of December 31, 2015 and 2014, long-term debt consists of the following: December 31 Senior note, guaranteed by CRH plc., due 2015; interest payable semiannually on May 13 and November 13 at an annual rate of 8.40% $ $ 55,000 Senior note, guaranteed by CRH plc., due 2016; interest payable semiannually on May 30 and November 30 at an annual rate of 7.96% 36,000 36,000 Global bond, guaranteed by CRH plc, due 2016; interest payable semiannually on January 15 and July 15 at an annual rate of 4.13% 113, ,857 Global bond, guaranteed by CRH plc, due 2016; interest payable semiannually on March 30 and September 30 at an annual rate of 6.00% 523,828 1,278,943 Global bond, guaranteed by CRH plc, due 2018; interest payable semiannually on January 15 and July 15 at an annual rate of 8.13% 649, ,915 Global bond, guaranteed by CRH plc, due 2021; interest payable semiannually on January 15 and July 15 at an annual rate of 3.88% 399, ,865 Global bond, guaranteed by CRH plc, due 2025; interest payable semiannually on May 18 and November 18 at an annual rate of 3.88% 1,256,492 Global bond, guaranteed by CRH plc, due 2033; interest payable semiannually on April 15 and October 15 at an annual rate of 6.40% 385, ,439 Global bond, guaranteed by CRH plc, due 2045; interest payable semiannually on May 18 and November 18 at an annual rate of 5.13% 494,012 3,859,538 3,160,019 Included in Due from Parent and affiliates, net (87,445) (87,445) Current maturities of long-term debt (673,573) (55,000) Long-term debt $ 3,098,520 $ 3,017,574 21

24 11. Long-Term Debt and Short-Term Borrowings (continued) The carrying value of long-term debt is adjusted for the effects of discounting on the original issue and interest rate swap agreements accounted for as fair value hedges. The total adjustments of $100,026 and $119,020 at December 31, 2015 and 2014, respectively, are reflected as a net increase in the carrying value of the related debt. The total balance of $87,445 of senior notes held by CRH Belgard Limited as of December 31, 2015 and 2014 is classified in Due from Parent and affiliates, net in the accompanying Consolidated Balance Sheets. All senior notes and global bonds contain certain restrictive covenants including, maintenance of insurance on the Company s assets, limitations on disposal of fixed assets, prompt payments of taxes and assessments, limitations on sales and leaseback transactions, and limitations on the merger and/or sale of the Company. In addition, restrictive covenants are also placed on CRH plc, the guarantor and ultimate parent of the Company, including, maintenance of minimum leverage, and net worth ratios. In May 2015, the Company issued $1,750,000 of Global Bonds at a discount in two series comprised of $1,250,000 in 10 year notes paying a fixed coupon of 3.875% and $500,000 in 30 year notes paying a fixed coupon of 5.125%. A portion of the proceeds were used to repay outstanding bonds purchased via a bond tender. Of the $1,600,000 Global Bonds due in 2016, $967,791 in nominal value were purchased. The total cost of the bond retirement, inclusive of premiums paid of $58,499 and fees, was $42,537 and is recorded in the Consolidated Statement of Operations. Principal maturities of long-term debt are as follows at December 31, 2015: 2016 $ 673, , Thereafter 2,536,025 $ 3,859,537 At December 31, 2015 and 2014, the par value of the Company s long-term debt, excluding adjustments to the carrying value for the effects of discounting on the original issue and interest rate swap agreements accounted for as fair value hedges, was $3,768,209 and $3,041,000, respectively, while the fair value of such debt approximated $3,892,000 and $3,390,000, respectively, based primarily upon Level 2 measures within the valuation hierarchy. 22

25 11. Long-Term Debt and Short-Term Borrowings (continued) Short-term borrowings primarily consist of bank overdrafts. The Company had unsecured lines of credit with three banks totaling $235,000 at December 31, 2015 and three banks totaling $235,000 at December 31, The various lines of credit have variable interest rates based on the prevailing interest rate at the time of borrowing as well as the length of time funds are borrowed. There were no outstanding balances under these lines of credit at December 31, 2015 and 2014; however, the Company had $120,625 and $130,924 of outstanding letters of credit under these agreements at December 31, 2015 and 2014, respectively. Additionally, the Company has a letter of credit facility of $40,000 of which $27,000 is outstanding at each year end. During 2015 and 2014, the Company and its subsidiaries paid interest on external debt, net of interest received on interest rate swaps, of $166,217 and $171,145, respectively. 12. Operating Leases The Company is obligated under various noncancelable operating leases for equipment, automobiles, and office facilities with varying terms of five to ten years. The following is a schedule of the future minimum lease payments for the Company s operating leases with initial or remaining noncancelable lease terms in excess of one year as of December 31, 2015: 2016 $ 7, , , , ,743 Thereafter 13,642 $ 34,476 Rental expense for 2015 and 2014 was $10,482 and $10,917, respectively. 13. Contingencies and Litigation The Company is involved in a number of lawsuits that arise in the normal course of its business. In the opinion of management, based upon discussions with legal counsel, liabilities, if any, arising from these proceedings have not had, and are not expected to have, a material adverse effect on the Company s consolidated financial statements. 23

26 14. Costs and Estimated Earnings on Uncompleted Contracts The details of the Company s costs and billings related to construction contracts, as well as a reconciliation to the line items in which such amounts are recorded in the accompanying Consolidated Balance Sheets, are as follows: December 31 Costs incurred on uncompleted contracts $ 159,318 $ 170,188 Estimated earnings 25,096 24, , ,271 Less billings to date (187,496) 197,830 Net billings in excess of costs and estimated earnings $ (3,083) $ (3,315) Costs and estimated earnings in excess of billings $ 3,103 $ 7,396 Billings in excess of costs and estimated earnings (6,186) (10,711) $ (3,083) $ (3,315) As of December 31, 2015 and 2014, accounts receivable balances include amounts billed but not paid by customers under retainage provisions in construction contracts of $10,650 and $11,530, respectively. 15. Related-Party Transactions The Company participates in a centralized cash management system with Oldcastle whereby excess cash is invested to maximize the return to system participants. The Company also performs certain treasury and finance functions on behalf of the Group. The amounts due from Parent and affiliates included in the accompanying Consolidated Balance Sheets of $5,327,793 and $4,535,361 at December 31, 2015 and 2014, respectively, represent loans, income tax accounts, and related accrued interest due from Parent and affiliates. With the exception of the notes with CRH North America Luxembourg SARL, Oldcastle BuildingEnvelope Canada, Inc., and Oldcastle Building Products Canada, Inc., and bonds held by CRH Belgard Limited, these amounts are due on demand; however, it is the intention of management of Parent and CRH plc not to pay or call the amounts due or receivable within the next twelve months. 24

27 15. Related-Party Transactions (continued) At December 31, 2015 and 2014, the Company s outstanding balances (noted above) with Parent and affiliates included the following entities: CRH North America Luxembourg SARL CRH Canada Finance, Ltd. CRH Belgard Limited Oldcastle Building Products, Inc. Oldcastle Building Products Canada, Inc. Oldcastle BuildingEnvelope Canada, Inc. Oldcastle Distribution, Inc. Oldcastle Finance, Inc. Oldcastle Holdings, Inc. Oldcastle BuildingEnvelope, Inc. Oldcastle Materials, Inc. and Subsidiaries The amounts due from Parent and affiliates include both a series of long-term notes payable to and long-term notes receivables from a wide array of the related parties noted above. At December 31, 2015, the outstanding long-term notes payable to Parent and affiliates ranged from $34,953 to $500,000, with maturity dates ranging from September 13, 2019 to October 15, 2033, and interest rates ranging from 5.00% to 6.40%. At December 31, 2015, the outstanding longterm notes receivable from Parent and affiliates ranged from $140,000 to $865,809, with maturity dates ranging from December 15, 2018 to August 23, 2022, and interest rates ranging from 0.56% of 5.00%. These balances are included in Due from Parent and affiliates, net in the consolidated balance sheets. At December 31, 2014, the outstanding long-term notes payable to Parent and affiliates ranged from $87,445 to $500,000, with maturity dates ranging from March 30, 2020 to October 15, 2033, and interest rates ranging from 4.950% to 6.400%. At December 31, 2014, the outstanding long-term notes receivable from Parent and affiliates ranged from $30,216 to $302,165, with maturity dates ranging from September 13, 2019 to March 15, 2020, and interest rates of 5.000%. These balances are included in Due from Parent and affiliates, net in the consolidated balance sheets. For the years ended December 31, 2015 and 2014, the Company had the following significant transactions with Parent and affiliates: 25

28 15. Related-Party Transactions (continued) The Company pays interest expense on amounts due and receives interest income on amounts owed to them from Parent and affiliates. During 2015 and 2014, the Company and its subsidiaries (received) paid interest, net of ($10,426) and $5,186 respectively, on loans to Parent and affiliates. Interest income, net presented in the accompanying Consolidated Statements of Operations includes interest earned on amounts due from Parent and affiliates of $255,858 and $221,500 in 2015 and 2014, respectively. The interest income reimburses the Company for a portion of external interest expense incurred by the Company. The amount is determined at management s discretion. Interest expense presented in the accompanying Consolidated Statements of Operations includes interest incurred on amounts due to Parent and affiliates of $45,592 and $59,784 in 2015 and 2014, respectively. The Company participates in insurance plans administered by Parent under which it is fully insured for general liability and worker compensation claims and pays an annual premium. Premiums paid to Parent for insurance in 2015 and 2014, were $9,477 and $9,066, respectively. The Company also participates in a health insurance plan administered by Parent under which the Company is charged for actual claims incurred and records an accrual for estimated incurred but unreported claims. Claims expense under this health insurance plan in 2015 and 2014, was $27,129 and $22,409, respectively. Guarantee fees totaling $3,461 and $3,121 in 2015 and 2014, respectively, are included in Other, net in the accompanying Consolidated Statements of Operations and reflect the net amount of guarantee fees charged by CRH plc and the amount charged to affiliated companies. Included in selling, general, and administrative expenses are management fees charged by CRH plc of $4,037 and $4,778 in 2015 and 2014, respectively. CRH Finance America Inc, a wholly owned subsidiary, was transferred to another CRH plc subsidiary during the year. This transaction had an immaterial effect on the consolidated financial results of the Company. 16. Financial Instruments The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which requires the recognition of all derivative instruments in the accompanying Consolidated Balance Sheets at fair value. The Company enters into interest rate swap agreements to reduce the impact of changes in interest rates relating to the issuance of long-term 26

29 16. Financial Instruments (continued) debt and to manage the Company s overall level of fixed and variable interest rate debt to a targeted range. The following table summarizes the types of derivative financial instruments utilized by the Company and the related fair values, which are recorded in the interest rate swap line items in the accompanying Consolidated Balance Sheets: Fair Value of Derivative Financial Instruments Assets Type of Derivative 2015 Financial Instrument Fair Value 2014 Fair Value Derivatives designated as hedging instruments Interest rate swaps $ 8,382 $ 23,150 Derivatives not designated as hedging instruments Interest rate swaps 33,573 35,088 Total $ 41,955 $ 58,238 The effect of derivative financial instruments in the accompanying Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 include: Derivatives in Fair Value Hedging Relationships Interest rate swaps Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Change in fair value of derivatives and fixed rate debt $ 8,382 $ (12,731) Hedged Items in Fair Value Hedge Relationships Fixed rate debt Derivatives Not Designated as Hedging Instruments Interest rate swaps Location of Gain (Loss) Recognized in Income on Related Hedged Item Amount of Gain (Loss) Recognized in Income on Related Hedged Items Change in fair value of derivatives and fixed rate debt $ (7,935) $ 12,731 Location of Loss Recognized in Income on Derivatives Amount of Loss Recognized in Income on Derivatives Change in fair value of derivatives and fixed rate debt $ (24,665) $ (9,627) 27

30 16. Financial Instruments (continued) Fair value adjustments made to the underlying bonds as a result of the bond redemption completed in May 2015 totaled approximately $16 million and are included in the Consolidated Statement of Operations. At December 31, 2015 the Company had six fixed-to-variable interest rate swap agreements outstanding with commercial banks having a total notional amount of $875,000 (2014: $300,000) that were designated as fair value hedges related to the Company s long-term debt. In addition, at December 31, 2015 the Company had six fixed-to-variable interest rate swap agreements outstanding with commercial banks having a total notional amount of $850,000 (2014: $550,000), that were not designated in hedge accounting relationships. The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate swap agreements; however, the Company does not anticipate nonperformance by the counterparties due to their high credit ratings. During 2015 and 2014, the fixed interest rate received exceeded the variable interest rate paid on all interest rate swap agreements, resulting in the Company receiving a weighted average interest rate, net of 3.48% and 3.70%, respectively. Weighted average variable rates are based on rates implied in the yield curve as of December 31, 2015 and 2014, which are primarily based upon London Interbank Offering Rate (LIBOR) indices. 17. Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value as the exchange value of an asset or a liability in an orderly transaction between market participants and outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. The three broad fair value hierarchy levels are defined as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Consists observable market data, other than that included in Level 1, which is either directly or indirectly observable. Level 3 Consists of unobservable market data. The input may reflect the assumptions of the entity, not a market participant, little available market data, and the entity s own assumptions that are considered by management to be the best available information. 28

31 17. Fair Value Measurements (continued) The Company records assets and liabilities at fair value on a recurring and nonrecurring basis as required by U.S. GAAP. There were no material liabilities measured at fair value on a nonrecurring basis for the years ended December 31, 2015 and The following financial assets were measured at fair value on a recurring basis: Year Ended Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value Measurements Using Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Interest rate swaps December 31, 2015 $ $ 41,955 $ $ 41,955 December 31, ,238 58,238 The fair value of the Company s interest rate swaps is based on a model-driven valuation using the forward LIBOR yield curve and a credit valuation adjustment to incorporate counter-party credit risk. Generally, nonfinancial assets are recorded at fair value on a nonrecurring basis as a result of recording impairment charges. Assets measured on a nonrecurring basis for the years ended December 31, 2015 and 2014 included assets held for sale, which were valued using Level 2 inputs and resulted in the fair values disclosed in Note Workforce The Company had a workforce of 3,680 at December 31, 2015, of which 12% was subject to collective bargaining agreements. Of this 12%, 299 employees are subject to renegotiation in Negotiations will be ongoing throughout 2016 with the different parties, and the Company foresees no related work stoppages. At December 31, 2014, the Company had a workforce of 3,451, of which 16% was subject to collective bargaining agreements. 19. Subsequent Events Effective January 1, 2016, all of the membership interests in Meadow Burke, LLC and SurePods, LLC were transferred at historical cost to a new entity called Oldcastle Light Building Products, LLC, which is ultimately wholly owned by CRH plc. Net assets transferred totaled $83,

32 19. Subsequent Events (continued) On March 8, 2016, the Company purchased the assets of Colorado Concrete Precast, a precast concrete manufacturer in Loveland, Colorado, for $6,600 The Company has evaluated whether any additional subsequent events have occurred that would require disclosure or recognition in the accompanying consolidated financial statements and concluded that no additional disclosure or recognition is necessary. The evaluation was performed through April 26, 2016, the date the consolidated financial statements were available to be issued. 30

33 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization and may refer to one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com Ernst & Young LLP. All Rights Reserved. ey.com

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