FINANCIAL STATEMENTS

Transcription

1 C ONSOLIDATED FINANCIAL STATEMENTS CRH America, Inc. and Subsidiaries (Ultimately, Wholly Owned Subsidiaries of CRH plc, Years Ended December 31, 2014 and 2013 With Report of Independent Auditors

2 Consolidated Financial Statements Years Ended December 31, 2014 and 2013 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, 2014 and 2013, and the related consolidated statements of operations, changes in 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 CRH America, Inc. and Subsidiaries at December 31, 2014 and 2013, 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 21, 2015 A member firm of Ernst & Young Global Limited 2

5 Consolidated Balance Sheets Assets Current assets: Cash and cash equivalents 29,886 December $ $ 239,900 Accounts receivable, less allowance for doubtful accounts of $2,929 and $2,848, respectively 154, ,351 Inventories 117, ,646 Assets held for sale, net 8,063 11,271 Costs and estimated earnings in excess of billings 7,396 8,595 Other current assets 24,610 23,639 Total current assets 342, ,402 Property, plant, and equipment, net 207, ,064 Due from Parent and affiliates, net 4,535,361 4,530,156 Interest rate swaps 58,238 80,596 Goodwill 173, ,456 Identifiable intangible assets, net 7,064 2,205 Other assets 6,022 9,583 Total assets $ 5,330,059 $ 5,504,462 3

6 Liabilities and stockholder s equity Current liabilities: Accounts payable 91,127 December (In Thousands, Except Share Data) $ $ 79,172 Accrued payroll 36,474 27,682 Accrued interest 64,599 72,972 Other accrued expenses 25,289 17,052 Billings in excess of costs and estimated earnings 10,711 10,687 Short-term borrowings 1,247 4,577 Current maturities of long-term debt 55, ,000 Total current liabilities 284, ,142 Long-term debt 3,017,574 3,093,169 Other liabilities 3,158 Stockholder s equity: Common stock, $0.01 par value: 10,000 shares authorized; 2,500 shares issued and outstanding Paid-in capital 1,562,508 1,561,891 Retained earnings 462, ,260 Total stockholder s equity 2,024,880 1,998,151 Total liabilities and stockholder s equity $ 5,330,059 $ 5,504,462 See accompanying notes. 4

7 Consolidated Statements of Operations Year Ended December Net sales $ 893,625 $ 830,935 Cost of sales 693, ,269 Gross profit 200, ,666 Selling, general, and administrative expenses 152, ,773 Operating income 47,949 46,893 Other income (expense): Interest income, net includes related-party transactions (Note 15) 253, ,974 Interest expense includes related-party transactions (Note 15) (251,982) (260,749) Change in fair value of derivatives and fixed rate debt, net (9,627) (21,196) Other, net includes related-party transactions (Note 15) 3,135 2,672 (5,357) (20,299) Income before provision for income taxes 42,592 26,594 Provision for income taxes 16,480 5,112 Net income $ 26,112 $ 21,482 See accompanying notes. 5

8 Consolidated Statements of Stockholder s Equity Other Common Stock Paid-in Retained Comprehensive Shares Amount Capital Earnings Income Total (In Thousands, Except Shares) Balance at January 1, ,500 $ $ 1,561,931 $ 414,778 $ 42 $ 1,976,751 Employee stock compensation (benefit) (40) (40) Recognized gain on derivatives (42) (42) Net income 21,482 21,482 Balance at December 31, ,500 1,561, ,260 1,998,151 Employee stock compensation expense Net income 26,112 26,112 Balance at December 31, ,500 $ $ 1,562,508 $ 462,372 $ $ 2,024,880 See accompanying notes. 6

9 Consolidated Statements of Cash Flows Year Ended December Operating activities Net income $ 26,112 $ 21,482 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 25,595 26,967 Amortization of loan issuance costs and discounts 2,692 3,069 Gain on sale of property, plant, and equipment (439) (219) Loss on disposal of facilities 250 3,661 Employee stock compensation expense (benefit) 617 (40) Impairment of property, plant, and equipment 1,800 Amortization of adjustment to debt resulting from discontinued fair value hedges (8,916) (8,916) Change in fair value of derivatives and fixed rate debt 9,627 21,196 Changes in operating assets and liabilities, net of the effects of business acquisition: Accounts receivable, net (15,213) (23,169) Inventories (5,118) (13,680) Other assets 353 2,603 Accounts payable, accrued expenses, and other liabilities 18,151 8,921 Billings in excess of costs and estimated earnings and costs and estimated earnings in excess of billings on contracts in progress, net 1,223 2,422 Net cash provided by operating activities 54,934 46,097 Investing activities Acquisition of businesses (35,182) (8,306) Purchases of property, plant, and equipment (25,388) (28,489) Proceeds from disposal of facilities 3,371 1,635 Proceeds from sales of property, plant, and equipment 4,582 2,013 Net cash used in investing activities (52,617) (33,147) Financing activities Principal payments of short-term borrowings (3,330) (26,577) Principal payments of long-term borrowings (201,000) (700,000) Changes in due from Parent and affiliates, net (8,001) 201,352 Net cash used in financing activities (212,331) (525,225) Decrease in cash and cash equivalents (210,014) (512,275) Cash and cash equivalents at beginning of year 239, ,175 Cash and cash equivalents at end of year $ 29,886 $ 239,900 See accompanying notes. 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 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 Composite Technologies Corporation (Thermomass), and have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). 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. Actual results could differ from those estimates. 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 $29,886 and $239,900 at December 31, 2014 and 2013, 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, 2014 and 2013, 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, 2014 and 2013 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. 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 four 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, 2014 and 2013, no impairment adjustments have been 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, 2014 and 2013, respectively, approximately 14% and 19% 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. 11

14 2. Summary of Significant Accounting Policies (continued) 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. 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 $2,317 and $2,293 during the years ended December 31, 2014 and 2013, 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 8 have been reclassified to conform to the current year presentation. 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. 12

15 2. Summary of Significant Accounting Policies (continued) 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, 2014 and 2013, the Company recorded a stock compensation expense in 2014 and benefit in 2013 with a corresponding adjustment to paid-in capital of $617 and ($40), respectively, under the CRH plc plans. 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 $16,480 and $5,112 related to income tax expense for the years ended December 31, 2014 and 2013, respectively. The Company s income tax expense (benefit) consists of the following: Year Ended December Current $ 18,528 $ 17,492 Deferred (2,048) (12,380) Total income tax provision $ 16,480 $ 5,112 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: 13

16 2. Summary of Significant Accounting Policies (continued) Percentage of Income Before Income Taxes Year Ended December Statutory income tax rate 35.0% 35.0% State income tax rate, net of federal income tax effect Uncertain tax positions 0.5 (20.5) Other items (comprising items not chargeable to tax/expenses not deductible for tax) Total effective tax rate 38.7% 19.2% 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, 2014 and 2013, and consist of the following: December Accruals and other reserves $ 9,909 $ 9,051 Revaluation differences related to debt 42,597 50,174 Total deferred tax assets $ 52,506 $ 59,225 Property, plant, and equipment $ (13,201) $ (12,026) Goodwill and intangible assets (26,599) (20,529) Revaluation differences related to interest rate swaps (49,390) (60,409) Total deferred tax liabilities $ (89,190) $ (92,964) 14

17 2. Summary of Significant Accounting Policies (continued) 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, 2014 and 2013, the Company s liabilities for unrecognized tax benefits of $7,121 and $6,900, 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, 2014 and 2013, respectively, related to unrecognized tax benefits. 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 2013, the Company identified certain assets which would not be utilized in its ongoing operations. As a result, the Company recorded an impairment charge of $1,800 for the year ended December 31, 2013 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. Guarantees The Company has guarantees outstanding primarily for the benefit of affiliates to enter into lease agreements with third parties. Total maximum future payments under existing guarantees were approximately $1,098 and $1,355 as of December 31, 2014 and 2013, respectively. Comprehensive Income The Company adopted the provisions of Accounting Standards Codification (ASC) 220, Comprehensive Income, effective January 1, For the years ended December 31, 2014 and 2013, there were no material items that gave rise to other comprehensive income and net income equaled comprehensive income. 15

18 3. Inventories Inventories consist of the following: December Raw materials $ 23,443 $ 21,760 Finished goods 93,803 86,886 $ 117,246 $ 108, 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 Land and improvements $ 6,662 $ 5,108 Buildings and improvements 6,884 8,916 Machinery and equipment 6,949 11,687 20,495 25,711 Less accumulated depreciation (12,432) (14,440) $ 8,063 $ 11,271 16

19 5. Property, Plant, and Equipment Property, plant, and equipment consist of the following: December Land, buildings, and improvements $ 204,014 $ 197,239 Machinery and equipment 309, ,275 Construction in progress 13,502 15, , ,001 Less accumulated depreciation (319,695) (316,937) $ 207,465 $ 200,064 Depreciation expense for the years ended December 31, 2014 and 2013 was $24,084 and $25,417, respectively. 6. Acquisitions 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. 17

20 6. Acquisitions (continued) 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 (including preliminary acquisition accounting for Thermomass) 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 ($10,061 is tax deductible) 17,494 Intangible assets 6,370 Deferred tax liability (included in Due from Parent and affiliates, net) (2,420) Other assets 315 Other liabilities (887) Fair value of net assets acquired $ 35,182 For the year ended December 31, 2014, the Company acquired intangible assets subject to amortization valued at $6,370 through two acquisitions, which consist of the following: 18

21 6. Acquisitions (continued) Gross Weighted- Average Amortization Period Non-contractual customer relationships $ 4,270 5 Trade names 2, Total intangible assets $ 6,370 On January 25, 2013, the Company acquired the assets of Modern Precast Concrete for total consideration of $9,435. The acquisition was accounted for by the purchase method of accounting and included no noncash consideration. The results of operations are included in the accompanying consolidated financial statements as of the acquisition date. The primary business function of this business is the manufacture of precast concrete products. No goodwill or intangible assets were recorded in conjunction with the acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Accounts receivable $ 1,211 Inventories 386 Accounts payable (202) Property, plant, and equipment 7,941 Other assets 99 Fair value of net assets acquired $ 9,435 19

22 7. Disposal During 2014, the Company sold certain assets and liabilities related to two facilities to third parties for total consideration of $3,371. 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, Inventories $ 531 Property, plant, and equipment 1,595 Goodwill 1,115 Other payables 380 Carrying value of net assets sold 3,621 Cash proceeds received 3,371 Loss recognized on sale $ (250) On July 1, 2013, certain assets and liabilities related to one facility were sold to a third party. The following table summarizes the book values of the assets and liabilities sold and proceeds received. A loss of $3,661 was recognized on the transaction which is recorded in selling, general, and administrative expenses in the consolidated statement of operations for the year ended December 31, Accounts receivable $ 2,579 Inventories 486 Accounts payable (897) Property, plant, and equipment 111 Goodwill 4,451 Deferred consideration (1,409) Other payables (25) Carrying value of net assets sold 5,296 Cash proceeds received 1,635 Loss recognized on sale $ (3,661) 20

23 8. Goodwill and Intangible Assets As of December 31, 2014, total intangible assets subject to amortization consist of the following: Gross Accumulated Amortization Net Balance Noncompete 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 As of December 31, 2013, total intangible assets subject to amortization consist of the following: Gross Accumulated Amortization Net Balance Noncompete agreements $ 2,898 $ 2,798 $ 100 Non-contractual customer relationships 15,487 15,487 Trade names 8,687 6,582 2,105 Backlog Total intangible assets $ 27,400 $ 25,195 $ 2,205 Amortization expense for intangible assets for the years ended December 31, 2014 and 2013 was $1,511 and $1,550, respectively. The following represents the estimated future amortization expense for intangible assets for each of the years indicated: 21

24 8. Goodwill and Intangible Assets (continued) 2015 $ 1, , , , Thereafter 1,216 $ 7,064 The changes in the carrying value of goodwill for the years ended December 31, 2014 and 2013 are as follows: Balance at the beginning of the year $ 157,456 $ 161,907 Add: acquired on business combinations 17,494 Less: disposals (1,115) (4,451) Balance at end of the year $ 173,835 $ 157, Defined Contribution Plans The Company has various defined contribution retirement plans. Total employer contributions related to the above plans were $6,284 and $5,206 for the years ended December 31, 2014 and 2013, 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 contributions and withdrawal liabilities related to those plans were $8,214 and $569 for the years ended December 31, 2014 and 2013, respectively. During 2014, the Company recognized liabilities resulting from withdrawals from two plans of $7,

25 11. Long-Term Debt and Short-Term Borrowings As of December 31, 2014 and 2013, long-term debt consists of the following: December Senior note, guaranteed by CRH plc., due 2014; interest payable semiannually on March 22 and September 22 at an annual rate of 8.06% $ $ 201,000 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 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 55,000 Global bond, guaranteed by CRH plc, due 2033; interest payable semiannually on April 15 and October 15 at an annual rate of 6.40% 390, ,242 Global bond, guaranteed by CRH plc, due 2016; interest payable semiannually on March 30 and September 30 at an annual rate of 6.00% 1,278,943 1,294,918 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, ,891 Global bond, guaranteed by CRH plc, due 2016; interest payable semiannually on January 15 and July 15 at an annual rate of 4.13% 349, ,719 Global bond, guaranteed by CRH plc, due 2021; interest payable semiannually on January 15 and July 15 at an annual rate of 5.75% 399, ,844 3,160,019 3,381,614 Included in Due from Parent and affiliates, net (87,445) (87,445) Current maturities of long-term debt (55,000) (201,000) Long-term debt $ 3,017,574 $ 3,093,169 23

26 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 $119,020 and $139,614 at December 31, 2014 and 2013, 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, 2014 and 2013 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, among other things, 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, among other things, maintenance of minimum leverage, and net worth ratios. On September 22, 2014, the Company repaid the maturing $201,000 bond with a coupon rate of 8.06%. Principal maturities of long-term debt are as follows at December 31, 2014: 2015 $ 55, ,664, , Thereafter 790,304 $ 3,160,019 24

27 11. Long-Term Debt and Short-Term Borrowings (continued) At December 31, 2014 and 2013, 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 $3,041,000 and $3,242,000, respectively, while the fair value of such debt approximated $3,390,000 and $3,597,000, respectively, based primarily upon Level 2 measures within the valuation hierarchy. Short-term borrowings primarily consist of bank overdrafts. The Company had unsecured lines of credit with three banks totaling $235,000 at December 31, 2014 and three banks totaling $225,000 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, 2014 and 2013; however, the Company had $130,924 and $118,195 of outstanding letters of credit under these agreements at December 31, 2014 and 2013, respectively. During 2014 and 2013, the Company and its subsidiaries paid interest on external debt, net of interest received on interest rate swaps, of $171,145 and $181,977, 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, 2014: 2015 $ 9, , , , ,539 Thereafter 11,005 $ 32,117 25

28 12. Operating Leases (continued) Rental expense for 2014 and 2013 was $10,917 and $10,653, 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. 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 Costs incurred on uncompleted contracts $ 221,106 $ 165,232 Estimated earnings , , ,271 Less billings to date (224,544) (198,363) Net billings in excess of costs and estimated earnings $ (3,315) $ (2,092) Costs and estimated earnings in excess of billings $ 7,396 $ 8,595 Billings in excess of costs and estimated earnings (10,711) (10,687) $ (3,315) $ (2,092) As of December 31, 2014 and 2013, accounts receivable balances include amounts billed but not paid by customers under retainage provisions in construction contracts of $11,530 and $9,897, respectively. A majority of these retainage amounts are expected to be recovered in

29 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 $4,535,361 and $4,530,156 at December 31, 2014 and 2013, 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. At December 31, 2014 and 2013, 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 Vicente Holdings Inc. 27

30 15. Related-Party Transactions (continued) 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, 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. At December 31, 2013, 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, 2013, the outstanding long-term notes receivable from Parent and affiliates ranged from $32,152 to $329,000, 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, 2014 and 2013, the Company had the following significant transactions with Parent and affiliates. On March 18, 2013, the Company issued two Canadian dollar denominated loans to Oldcastle Building Products Canada, Inc. (OBPCI). One was a short-term, interest-free $51,002 loan (CAD $52,000); the other was $66,695 seven-year loan (CAD $68,000) at 5.000% interest per annum. The purpose of these loans was to finance a Canadian acquisition by a wholly owned subsidiary of OBPCI. On March 28, 2013, the $51,002 loan was repaid in full by OBPCI. On the same date, the Company borrowed CAD $451,700 ($424,606 at December 31, 2013) from CRH North America Luxembourg SARL and used the proceeds to settle a foreign exchange swap contract and to repay the existing Canadian dollar denominated interest-free loan with CRH Canada Finance Ltd. 28

31 15. Related-Party Transactions (continued) On October 11, 2013, a loan in the principal amount of $500,000 was made available to the Company from CRH North America Luxembourg SARL (CRHNA) for the purposes of refinancing and to extend the tenor of its existing borrowings from CRHNA. The new loan, plus all other sums due, is required to be repaid on the last day of the term of the loan, October 11, The Company pays interest expense on amounts due and receives interest income on amounts owed to them from Parent and affiliates. During 2014 and 2013, the Company and its subsidiaries paid (received) interest, net of $5,186 and ($23,813), 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 $221,500 and $205,079 in 2014 and 2013, 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 $59,784 and $34,320 in 2014 and 2013, 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 2014 and 2013, were $9,066 and $7,494, 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 2014 and 2013, was $22,409 and $21,099, respectively. Guarantee fees totaling $3,121 and $2,677 in 2014 and 2013, 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. 29

32 15. Related-Party Transactions (continued) Included in selling, general, and administrative expenses are management fees charged by CRH plc of $4,778 and $1,803 in 2014 and 2013, respectively. 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 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 2014 Financial Instrument Fair Value 2013 Fair Value Derivatives designated as hedging instruments Interest rate swaps $ 23,150 $ 35,881 Derivatives not designated as hedging instruments Interest rate swaps 35,088 44,715 Total $ 58,238 $ 80,596 30

33 16. Financial Instruments (continued) The effect of derivative financial instruments in the accompanying consolidated statements of operations for the years ended December 31, 2014 and 2013 include: Derivatives in Fair Value Hedging Relationships Interest rate swaps 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 $ (12,731) $ (34,567) Hedged Items in Fair Value Hedge Relationships Fixed rate debt Derivatives Not Designated as Hedging Instruments Interest rate swaps Location of Gain Recognized in Income on Related Hedged Item Amount of Gain Recognized in Income on Related Hedged Items Change in fair value of derivatives and fixed rate debt $ 12,731 $ 34,567 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 $ (9,627) $ (21,196) At December 31, 2014 and 2013, the Company had two fixed-to-variable interest rate swap agreements outstanding with commercial banks having a total notional amount of $300,000 that were designated as fair value hedges related to the Company s long-term debt. Both of these interest rate swaps mature in In addition, at December 31, 2014 and 2013, the Company had four fixed-to-variable interest rate swap agreements outstanding with commercial banks having a total notional amount of $550,000 that were not designated in hedge accounting relationships. 31

34 16. Financial Instruments (continued) 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 2014 and 2013, 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 3.70% and 3.82%, respectively. Weighted average variable rates are based on rates implied in the yield curve as of December 31, 2014 and 2013, 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 Observable inputs such as quoted prices in active markets; Level 2 Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 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, 2014 and

35 17. Fair Value Measurements (continued) 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, 2014 $ $ 58,238 $ $ 58,238 December 31, ,596 80,596 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, 2014 and 2013 included assets held for sale, which were valued using Level 3 inputs and resulted in the fair values disclosed in Note Workforce The Company had a workforce of 3,451 at December 31, 2014, of which 16% was subject to collective bargaining agreements. Of this 16%, 264 employees are subject to renegotiation in Negotiations will be ongoing throughout 2015 with the different parties, and the Company foresees no related work stoppages. At December 31, 2013, the Company had a workforce of 3,197, of which 17% was subject to collective bargaining agreements. 33

36 19. Subsequent Events 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 21, 2015, the date the consolidated financial statements were available to be issued. 34