UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM 10-K~~Washington, D.C. 20549

~~(Mark~~FORM 10-K ~~One)~~

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 28,~~SECTION ~~2013~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 27, 2014

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number 333-187556~~transition period from to

~~SUMMIT MATERIALS,~~Commission ~~LLC~~file number 333-187556

~~(Exact~~SUMMIT MATERIALS, ~~name~~LLC ~~of registrant as specified in its charter)~~

Delaware		24-4138486
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1550 Wynkoop Street, 3rd Floor Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (303) 893-0012


Delaware		24-4138486
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1550 Wynkoop Street, 3^rd Floor Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section 12(b)~~area ~~of the Act~~code: ~~None~~(303) 893-0012

Securities registered pursuant to Section 12(gb) of the Act: None

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ¨ No x~~: None

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the Securities Act. Yes x¨ No ¨x

Indicate by check mark if ~~whether~~ the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ¨ No x

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by Section 13 ~~posted~~or ~~pursuant~~15(d) ~~to Rule 405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item 405~~posted ofon ~~Regulation~~its ~~S-K~~corporate ~~(§229.405~~Web ofsite, ~~this~~if ~~chapter)~~any, isevery ~~not~~Interactive ~~contained~~Data File required ~~herein,~~to ~~and~~be ~~will~~submitted ~~not~~and beposted ~~contained,~~pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s~~Regulation ~~knowledge,~~S-T in(§232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements~~the ~~incorporated~~preceding by12 ~~reference~~months in(or ~~Part~~for ~~III~~such ofshorter ~~this~~period ~~Form~~that ~~10-K~~the orregistrant ~~any~~was ~~amendment~~required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). Yes x No ¨

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item 405 anof ~~accelerated~~Regulation ~~filer, a non~~S-~~accelerated~~K ~~filer,~~(§229.405 orof athis ~~smaller~~chapter) ~~reporting~~is ~~company.~~not ~~See~~contained herein, and will not be contained, to the ~~definitions~~best of ~~“large~~registrant’s ~~accelerated filer~~knowledge,” ~~“accelerated~~in ~~filer”~~definitive ~~and~~proxy ~~“smaller~~or ~~reporting~~information ~~company”~~statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act.~~10-K or any amendment to this Form 10-K x

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ~~¨ Non~~a non-accelerated filer, xor ~~Smaller~~a smaller reporting company. ¨See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ isNon-accelerated afiler ~~shell~~x ~~company~~Smaller ~~(as~~reporting ~~defined~~company ~~in Rule 12b-2 of the Exchange Act). Yes~~ ¨ ~~No x~~

AsIndicate ofby ~~March 7,~~check ~~2014,~~mark ~~100%~~whether of the registrant’s ~~outstanding~~is ~~limited~~a ~~liability~~shell company ~~interests~~(as ~~were~~defined ~~held~~in byRule ~~Summit~~12b-2 ~~Materials Intermediate~~of ~~Holdings,~~the ~~LLC~~Exchange Act). Yes ¨ No x

PART	ITEM		PAGE
I	1	Business		3
	1A	Risk Factors		15
	1B	Unresolved Staff Comments		23
	2	Properties		24
	3	Legal Proceedings		31
	4	Mine Safety Disclosures		31
II	5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		32
	6	Selected Financial Data		32
	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
	7A	Quantitative and Qualitative Disclosures about Market Risk		54
	8	Financial Statements and Supplementary Data		56
	9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		95
	9A	Controls and Procedures		95
	9B	Other Information		95
III	10	Directors, Executive Officers and Corporate Governance		96
	11	Executive Compensation		99
	12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		107
	13	Certain Relationships and Related Transactions, and Director Independence		109
	14	Principal Accountant Fees and Services		110
IV	15	Exhibits and Financial Statement Schedules		112

As of February 23, 2015, 100% of the registrant’s outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC.

DISCLOSURETable REGARDINGof FORWARD-LOOKING STATEMENTS Contents

This annual report on Form 10-K (this “report”) contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results.


PART	ITEM		PAGE

I	1	Business		4

	1A	Risk Factors		16

	1B	Unresolved Staff Comments		24

	2	Properties		24

	3	Legal Proceedings		29

	4	Mine Safety Disclosures		29

II	5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		29

	6	Selected Financial Data		29

	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31

	7A	Quantitative and Qualitative Disclosures about Market Risk		61

	8	Financial Statements and Supplementary Data		62

	9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		102

	9A	Controls and Procedures		102

	9B	Other Information		103

III	10	Directors, Executive Officers and Corporate Governance		103

	11	Executive Compensation		106

	12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		120

	13	Certain Relationships and Related Transactions, and Director Independence		122

	14	Principal Accountant Fees and Services		123

IV	15	Exhibits, Financial Statement Schedules		124

~~Some~~2 of the important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and elsewhere in this report. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

WeTable undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Contents

~~CERTAIN~~DISCLOSURE ~~DEFINITIONS~~REGARDING FORWARD-LOOKING STATEMENTS

AsThis ~~used~~annual inreport on Form 10-K (this “report”) contains “forward-looking statements” within the meaning of the federal securities laws, ~~unless~~which ~~otherwise~~involve ~~noted~~risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All non-historical statements such as those relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and it is ~~context~~impossible ~~otherwise~~to ~~requires:~~anticipate all factors that could affect our actual results.

•Some ~~“We,”~~of “the important factors that could cause actual results to differ materially from our,” expectations are disclosed under “~~us,~~Risk Factors” and ~~“the~~elsewhere ~~Company”~~in ~~refer~~this report. All subsequent written and oral forward-looking statements attributable to ~~Summit~~us, ~~Materials~~or persons acting on our behalf, ~~LLC~~are ~~and~~expressly qualified ~~its~~in ~~subsidiaries~~their asentirety aby ~~combined~~these ~~entity;~~cautionary statements.

•We ~~“Parent”~~undertake ~~refers~~no ~~only~~obligation to ~~Summit~~publicly ~~Materials~~update ~~Holdings~~or ~~L.P.~~revise any forward-looking statement as a result of new information, ~~our~~future ~~indirect~~events ~~parent~~or ~~entity;~~otherwise, except as otherwise required by law.

•CERTAIN ~~“Summit~~DEFINITIONS ~~Materials” refers only to Summit Materials, LLC and not its subsidiaries;~~

•As ~~“Finance~~used ~~Corp.”~~in ~~refers~~this ~~only~~report, tounless ~~Summit~~otherwise ~~Materials~~noted ~~Finance~~or ~~Corp.,~~the acontext ~~100~~otherwise ~~percent-owned~~requires: ~~subsidiary of Summit Materials;~~

• “~~Hamm~~We,” “our,” “us,” and “~~Predecessor~~the Company” refer to ~~Hamm,~~Summit ~~Inc.~~Materials, ~~our~~LLC ~~inaugural acquisition~~ and ~~the~~its ~~predecessor~~subsidiaries ~~entity~~as ofa ~~Summit~~combined ~~Materials~~entity;

• “~~Cornejo~~Summit Holdings” refers ~~collectively~~only to ~~Cornejo~~Summit &Materials ~~Sons,~~Holdings L.LP.C., ~~C&S~~our ~~Group,~~indirect ~~Inc.,~~parent ~~Concrete Materials Company of Kansas, LLC and Cornejo Materials, Inc.~~entity;

• “~~Continental~~Summit ~~Cement~~Materials” refers only to ~~Continental~~Summit ~~Cement Company~~Materials, ~~L.L.C.~~LLC and not its ~~subsidiary~~subsidiaries;

• “~~Harper~~Finance ~~Contracting~~Corp.” refers ~~collectively~~only to ~~substantially~~Summit ~~all~~Materials ~~the~~Finance ~~assets of Harper Contracting, Inc~~Corp., ~~Harper~~a ~~Sand~~wholly-owned ~~and~~indirect ~~Gravel,~~subsidiary ~~Inc.,~~of ~~Harper~~Summit ~~Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc.~~Materials;

• “~~Altaview Concrete~~Cornejo” refers collectively to ~~Altaview~~Cornejo ~~Concrete~~& Sons, ~~LLC~~L.L.C., ~~Peak~~C&S ~~Construction Materials~~Group, ~~LLC~~Inc., ~~Peak~~Concrete ~~Management~~Materials Company of Kansas, ~~L.C.~~LLC and ~~Wasatch~~Cornejo ~~Concrete Pumping~~Materials, ~~LLC~~Inc.;

• “RKHarper ~~Hall~~Contracting” refers collectively to ~~R.K.~~substantially ~~Hall~~all ~~Construction~~the assets of Harper Contracting, ~~Ltd~~Inc., ~~RHMB~~Harper ~~Capital~~Sand and Gravel, LInc.~~L.C.~~, ~~Hall~~Harper ~~Materials~~Excavating, ~~Ltd~~Inc., ~~B&H~~Harper ~~Contracting~~Ready Mix Company, LInc.P. and ~~RKH~~Harper ~~Capital~~Investments, LInc.~~L.C.~~;

• “~~B&B~~Altaview Concrete” refers collectively to ~~B&B~~Altaview ~~Resources~~Concrete, ~~Inc.~~LLC, ~~Valley~~Peak ~~Ready~~Construction ~~Mix~~Materials, ~~Inc.~~LLC, ~~and~~Peak ~~Salt~~Management, ~~Lake~~L.C. ~~Sand~~and &Wasatch ~~Gravel~~Concrete Pumping, ~~Inc.~~LLC;

• “~~Industrial~~RK ~~Asphalt~~Hall” refers collectively to ~~Industrial~~R.K. ~~Asphalt~~Hall Construction, ~~LLC~~Ltd., ~~Asphalt~~RHMB ~~Paving~~Capital, ~~Company~~L.L.C., ofHall ~~Austin~~Materials, ~~LLC~~Ltd., ~~KBDJ~~B&H Contracting, L.P., ~~and~~RKH ~~all~~Capital, ~~the~~L.L.C. ~~assets~~and ofSCS ~~Apache~~ Materials ~~Transport~~, ~~Inc~~L.P.;

• “~~Ramming Paving~~B&B” refers collectively to ~~J.D.~~B&B ~~Ramming~~Resources, ~~Paving Co~~Inc., ~~LLC,~~Valley ~~RTI~~Ready ~~Hot~~ Mix, ~~LLC, RTI Equipment Co~~Inc., ~~LLC~~ and ~~Ramming~~Salt ~~Transportation~~Lake ~~Co.~~Sand & Gravel, ~~LLC~~Inc.;

• “~~Norris~~Industrial Asphalt” refers collectively to ~~Norris~~Industrial ~~Quarries~~Asphalt, LLC, Asphalt Paving Company of Austin, LLC, KBDJ, L.P. and all the assets of Apache Materials Transport, Inc.;

• “~~Kay~~Ramming ~~& Kay~~Paving” refers collectively to ~~certain~~J.D. ~~assets~~Ramming ofPaving ~~Kay~~Co., &LLC, ~~Kay~~RTI ~~Contracting~~Hot Mix, LLC, RTI Equipment Co., LLC and Ramming Transportation Co., LLC;

• “~~Sandco~~Norris” refers to ~~certain~~Norris ~~assets~~Quarries, ~~of Sandco Inc.~~LLC;

1• “Kay & Kay” refers to certain assets of Kay & Kay Contracting, LLC;

• “~~Lafarge~~Sandco” refers to ~~Lafarge~~certain ~~North~~assets ~~America,~~of Sandco Inc.;

• “~~Westroc~~Lafarge” refers to ~~Westroc~~Lafarge North America, ~~LLC~~Inc.;

• “~~Alleyton~~Westroc” refers ~~collectively~~ to ~~Alleyton Resource Company~~Westroc, LLC; ~~Alcomat, LLC and Alleyton Services Company, LLC, formerly known as Alleyton Resource Corporation, Colorado Gulf, LP and certain assets of Barten Shepard Investments, LP;~~

• “~~Blackstone~~Alleyton” refers collectively to ~~certain~~Alleyton ~~investment~~Resource ~~funds~~Company, ~~affiliated~~LLC, ~~with~~Alcomat, ~~Blackstone~~LLC ~~Capital~~and ~~Partners~~Alleyton VServices ~~L.P.~~Company, LLC, the surviving entities from the acquisition of Alleyton Resource Corporation, Colorado Gulf, LP and certain assets of Barten Shephard Investments, LP;

• “~~Silverhawk~~Troy Vines” refers to ~~certain~~Troy ~~investment funds affiliated with Silverhawk Summit~~Vines, ~~L.P.~~Incorporated; ~~and~~

•3 ~~“Sponsors” refers to Blackstone and Silverhawk.~~

2Table of Contents

~~PART~~• I“Buckhorn Materials” refers to Buckhorn Materials, LLC, which is the surviving entity from the acquisition of Buckhorn Materials LLC and Construction Materials Group LLC;

~~Item~~• 1.“Canyon ~~BUSINESS~~Redi-Mix” refers collectively to Canyon Redi-Mix, Inc. and CRM Mixers LP;

~~Overview~~• “Mainland” refers to Mainland Sand & Gravel ULC, which is the surviving entity from the acquisition of Rock Head Holdings Ltd., B.I.M. Holdings Ltd., Carlson Ventures Ltd., Mainland Sand and Gravel Ltd. and Jamieson Quarries Ltd.;

We• ~~are~~“Southwest aReady ~~leading,~~Mix” ~~vertically-integrated,~~refers ~~geographically-diverse,~~to ~~heavy-side~~Southwest ~~building~~Ready ~~materials company. We supply aggregates~~Mix, cement and related downstream products such as ready-mixed concrete, asphalt paving mix, concrete products and paving and related construction services for a variety of end uses in the U.S. construction industry, including private residential and non-residential construction, as well as public infrastructure projects. We believe we are a top 15 supplier of aggregates, a top 25 producer of cement and a major producer of asphalt paving mix and ready-mixed concrete in the United States by volume. As of December 28, 2013, we had 1.2 billion tons and 0.4 billion tons of proven and probable aggregates reserves serving our aggregates and cement businesses, respectively, and operated over 200 sites and plants. In the year ended December 28, 2013, we sold 17.5 million tons of aggregates, 1.0 million tons of cement, 1.2 million cubic yards of ready-mixed concrete and 3.9 million tons of asphalt paving mix. For the year ended December 28, 2013, we generated revenue of $916.2 million. LLC;

~~Summit~~• ~~Materials~~“Colorado isCounty aS&G” ~~limited~~refers ~~liability~~to ~~company~~Colorado ~~that~~County ~~was~~Sand ~~formed~~& ~~under~~Gravel ~~the laws of the State of Delaware in September 2008~~Co. ~~Since July 2009~~, ~~the Sponsors and certain of our officers, directors and employees have made $794~~L.~~5 million of funding commitments to Parent~~L.C., Wewhich ~~have~~is ~~grown~~the ~~rapidly~~surviving ~~through~~entity ~~our~~from ~~disciplined~~the acquisition ~~strategy, utilizing approximately $463.9 million~~ of ~~equity~~Colorado ~~commitments~~County ~~funded~~Sand to& ~~Parent~~Gravel ~~by the Sponsors and certain other investors~~Co. ~~Today~~, ~~our eight operating companies make up our three distinct geographic regions, spanning 16 states and 23 metropolitan statistical areas~~L. ~~We believe each of our operating companies has a top three market share position in its local market area and an extensive operating history, averaging over 35 years~~L. ~~Our highly experienced management team~~C, ~~led~~M by& ~~30-year~~M ~~industry veteran~~Gravel ~~CEO~~Sales, ~~Tom Hill~~Inc., ~~has~~Marek ~~successfully~~Materials ~~enhanced~~Co. ~~the operations of acquired companies by focusing on scale advantages~~Operating, ~~cost~~Ltd. ~~efficiencies~~ and ~~pricing~~Marek ~~discipline~~Materials ~~to improve profitability and cash flow~~Co., L.L.C.;

~~Our~~• ~~strategy~~“Concrete isSupply” ~~focused~~refers ~~on developing a vertically-integrated, heavy-side building materials company with a strong aggregates base. We strive~~ to beConcrete aSupply ~~leading supplier~~ of ~~all four major resource-based products—aggregates~~Topeka, ~~cement~~Inc., ~~ready-mixed~~Penny’s ~~concrete~~Concrete and ~~asphalt~~Ready ~~paving~~Mix, ~~mix—in the U~~L.SL. ~~heavy-side building materials industry~~C. ~~We believe vertical integration across these major products strengthens our market positions~~ and ~~helps~~Builders usChoice ~~achieve~~Concrete ~~significant~~Company ~~cost advantages. We believe a diversified mix~~ of ~~products also provides us with greater stability and insulates against local market fluctuations~~Missouri, ~~pricing dynamics and other individual market variances~~L. L.C.;

~~Our~~• ~~revenue~~“Blackstone” isrefers derived from multiple end-use markets, including residential and non-residential construction, as well as public infrastructure construction. For the year ended December 28, 2013, approximately 42% of our revenue related to ~~residential~~investment ~~and~~funds ~~non-residential~~associated ~~construction~~with ~~and~~or ~~approximately~~designated 58% related to public infrastructure construction. In general, our aggregates and asphalt paving mix and paving businesses are weighted towards public infrastructure construction. Our cement and ready-mixed concrete businesses serve both the private construction and public infrastructure markets. Private construction includes both new residential and non-residential construction and repair and remodel markets, which have been significantly affected by ~~recent~~The ~~and~~Blackstone ~~current~~Group ~~economic conditions~~L. We believe exposure to various geographic markets affords us greater stability through economic cycles and positions us to capitalize on upside opportunities when the residential and non-residential construction markets recoverP. ~~Public infrastructure construction includes spending by federal, state~~ and ~~local~~its governments for roads, highways, bridges, airports and other public infrastructure construction projects. A significant portion of our construction services revenue is from public infrastructure construction projects, a historically more stable portion of state and federal budgets. Our acquisitions to date are primarily focused in states with constitutionally-protected transportation funding sources, which we believe limits our exposure to state and local budgetary uncertainties. affiliates;

~~Markets~~• by“Silverhawk” ~~Region~~refers to certain investment funds affiliated with Silverhawk Summit, L.P.; and

We• ~~currently~~“Sponsors” ~~operate~~refers across 16 states through our three regional platforms, which also serve as our reporting segments: Central, West and East. Information concerning revenue, operating income (loss), assets employed and certain additional information attributable to ~~each~~Blackstone reporting segment for each year in the three year period ended December 28, 2013 is included in note 20 to our audited consolidated financial information included elsewhere in this report, which information is incorporated herein by reference. Each of our operating businesses has its own management team that, in turn, reports to a regional president who is responsible for overseeing the operating businesses, developing growth opportunities, implementing best practices and ~~integrating acquired businesses within the regional platform~~Silverhawk. ~~Acquisitions are an important element of our strategy, as we seek to enhance value through increased scale and cost savings from vertical integration within local markets.~~

3Unless otherwise stated or the context otherwise requires, all references to years refer to our fiscal year.

~~Central~~PART ~~Region.~~I The Central region encompasses our integrated aggregates, cement, ready-mixed concrete, asphalt paving mix, construction and other operations in Kansas, Missouri, Nebraska, Iowa and Illinois. As of December 28, 2013, within the region, we controlled approximately 0.4 billion tons of proven and probable aggregates reserves serving our aggregates business and approximately 0.4 billion tons serving our cement business and $523.2 million of net property, plant and equipment and inventories (“hard assets”). During the years ended December 28, 2013 and December 29, 2012, approximately 36% and 33%, respectively, of our revenue was generated in the Central region. Approximately 57% and 48% of the Central region’s revenue was derived from residential and non-residential construction and the remaining approximately 43% and 52% was derived from public infrastructure spending in the years ended December 28, 2013 and December 29, 2012, respectively.

~~Our~~Item cement business in Missouri, Continental Cement, operates a highly efficient, technologically advanced, integrated manufacturing and distribution system strategically located near Hannibal, Missouri, 100 miles north of St1. ~~Louis along the Mississippi River~~BUSINESS. Continental Cement utilizes an on-site solid and liquid waste fuel processing facility, which can reduce our fuel costs at that facility by up to 50%. The Continental Cement plant is covered by Hazardous Waste Combuster Maximum Achievable Control Technology Standards regulations (“HWC-MACT”), rather than the Environmental Protection Agency’s (“EPA”) National Emission Standards for Hazardous Air Pollutants (“NESHAP”), due to its waste fuel processing capabilities. We believe the facility is well positioned to comply with any potential regulatory changes during the foreseeable future.

~~West~~Overview Region. The West region encompasses our integrated aggregates, ready-mixed concrete, asphalt paving mix, construction and other operations in Texas, Utah, Colorado, Idaho and Wyoming. As of December 28, 2013, within the region, we controlled approximately 0.4 billion tons of proven and probable aggregates reserves and $257.0 million of hard assets. During the years ended December 28, 2013 and December 29, 2012, approximately 47% and 52%, respectively, of our revenue was generated in the West region. Approximately 43% and 36% of the West region’s revenue was generated by residential and non-residential construction and the remaining approximately 57% and 64% was derived from public infrastructure spending in the years ended December 28, 2013 and December 29, 2012, respectively.

~~East~~We ~~Region.~~are ~~The~~one ~~East~~of ~~region~~the ~~encompasses~~fastest ~~our~~growing ~~integrated~~construction ~~aggregates,~~materials ~~asphalt~~companies ~~paving~~in ~~mix~~the United States, ~~construction~~with ~~and~~a ~~other~~197% ~~operations~~ increase in ~~Kentucky~~revenue between the year ended December 31, ~~Tennessee~~2010 and ~~Virginia.~~the Asyear ofended December 2827, ~~2013~~2014, ~~within~~as ~~the~~compared ~~region,~~to wean ~~controlled~~average increase of approximately ~~0.4~~38% ~~billion~~in ~~tons~~revenue ofreported ~~proven~~by ~~and~~our ~~probable~~competitors ~~aggregates~~over ~~reserves~~the ~~and~~same ~~$144~~period.1 ~~million~~Our ofmaterials ~~hard~~include ~~assets.~~aggregates, ~~During~~which ~~the~~we ~~years~~supply ~~ended~~across ~~December 28,~~the ~~2013~~country, ~~and~~with ~~December 29~~a focus on Texas, ~~2012~~Kansas, ~~approximately~~Kentucky, ~~18%~~Utah and ~~15%~~Missouri, ~~respectively~~and cement, ofwhich ~~our~~we ~~revenue~~supply ~~was~~primarily ~~generated~~ in ~~the~~Missouri, ~~East~~Iowa ~~region~~and Illinois. ~~Approximately~~Within ~~92%~~our markets, we offer customers a single-source provider for construction materials and ~~73%~~related downstream ofproducts ~~the~~through ~~East~~our ~~region’s~~vertical ~~revenue~~integration. ~~was~~In ~~derived~~addition ~~from~~to ~~public~~supplying ~~infrastructure~~aggregates ~~spending~~to customers, we use our materials internally to produce ready-mixed concrete and ~~the~~asphalt ~~remaining~~paving mix, which may be sold externally or used in our paving and 8%related services businesses. Our vertical integration creates opportunities to increase aggregates volumes and ~~27%~~optimize ~~was~~margin ~~generated~~at byeach ~~residential~~stage of production and ~~non-residential~~enables ~~construction~~us into ~~the~~provide ~~years~~customers ~~ended~~with ~~December 28~~efficiency gains, ~~2013~~convenience and ~~December 29~~reliability, ~~2012,~~which we ~~respectively~~believe gives us a competitive advantage.

~~Acquisition~~Since ~~History~~our first acquisition more than five years ago, we have rapidly become a major participant in the U.S. construction materials industry. We believe that, by volume, we are a top 10 aggregates supplier, a top 25 cement producer and a major producer of ready-mixed concrete and asphalt paving mix. Our revenue in 2014 was $1.2 billion with a net loss of $6.3 million. Our proven and probable aggregates reserves were 2.1 billion tons as of December 27, 2014. In 2014, we sold 25.4 million tons of aggregates, 1.0 million tons of cement, 2.8 million cubic yards of ready-mixed concrete and 4.3 million tons of asphalt paving mix across our more than 200 sites and plants.

The ~~following~~rapid growth ~~table~~we ~~lists~~have achieved over the last five years has been due in large part to our acquisitions, ~~completed~~which ~~since~~we funded with equity commitments that our Sponsors and certain other investors made to Summit Holdings together with debt financing. During this ~~August~~period, ~~2009:~~we witnessed a cyclical decline and slow recovery in the private construction market and nominal growth in public infrastructure spending. However, the private construction market is beginning to rebound, which we believe signals the outset of a strong growth period in our industry and end markets. We believe we are well positioned to capitalize on this anticipated recovery in order to grow our business and reduce our leverage over time. As of December 27, 2014, our total indebtedness was approximately $1,064.9 million.

Company	Date of Acquisition	Region
Hamm (predecessor)	August 25, 2009	Central
Hinkle Contracting Company	February 1, 2010	East
Cornejo	April 16, 2010	Central
Elmo Greer & Sons, LLC	April 20, 2010	East
Continental Cement	May 27, 2010	Central
Harshman Construction L.L.C. and Harshman Farms, Inc.	June 15, 2010	Central
South Central Kentucky Limestone, LLC	July 23, 2010	East
Harper Contracting	August 2, 2010	West
Kilgore Pavement Maintenance, LLC and Kilgore Properties, LLC	August 2, 2010	West
Con-Agg of MO, L.L.C.	September 15, 2010	Central
Altaview Concrete	September 15, 2010	West
EnerCrest Products, Inc.	September 28, 2010	West

The private construction market includes residential and nonresidential new construction and the repair and remodel market. According to the National Association of Home Builders, the number of total housing starts in the United States, a leading indicator for our residential business, is expected to grow 57% from 2013 to 2016. In addition, the Portland Cement Association (“PCA”) projects that spending in private nonresidential construction will grow 26% over the same period. The private construction market represented 56% of our revenue in 2014.

Company	Date of Acquisition	Region
RK Hall	November 30, 2010	West
SCS Materials, L.P.	November 30, 2010	West
Triple C Concrete, Inc.	January 14, 2011	West
Elam Construction, Inc.	March 31, 2011	West
Bourbon Limestone Company	May 27, 2011	East
Fischer Quarries, L.L.C.	May 27, 2011	Central
B&B	June 8, 2011	West
Grand Junction Pipe, Inc.	June 10, 2011	West
Industrial Asphalt	August 2, 2011	West
Ramming Paving	October 28, 2011	West
Norris	February 29, 2012	Central
Kay & Kay	October 5, 2012	East
Sandco	November 30, 2012	West
Lafarge	April 1, 2013	Central
Westroc	April 1, 2013	West
Alleyton	January 17, 2014	West

~~Our~~Public ~~End~~infrastructure, ~~Markets~~which includes spending by federal, state and local governments for roads, highways, bridges, airports and other public infrastructure projects, has been a relatively stable portion of government budgets providing consistent demand to our industry and is projected by the PCA to grow approximately 3% from 2013 to 2016. With the nation’s infrastructure aging, we expect U.S. infrastructure spending to grow over the long term, and we believe we are well positioned to capitalize on any such increase. Despite this projected growth, we do not believe it will be consistent across the United States, but will instead be concentrated in certain regions. The public infrastructure market represented 44% of our revenue in 2014.

~~Residential~~In ~~Construction.~~addition ~~Residential~~to ~~construction~~the ~~includes~~anticipated ~~single~~growth ~~family~~in ~~houses~~our ~~and~~end ~~multi-family~~markets, ~~units~~we ~~such~~expect ashigher ~~apartments~~volume and ~~condominiums.~~pricing ~~Demand~~in ~~for~~our ~~residential~~core ~~construction~~product iscategories. ~~influenced~~The PCA estimates that cement consumption will increase approximately 30% from 2013 to 2016, reflecting rising demand in the major end markets. At the same time, we believe that cement pricing will be driven higher by ~~employment~~tightening ~~prospects~~production capacity in the United States, ~~new~~where ~~household~~the ~~formation~~PCA projects consumption will exceed domestic cement capacity by 2017 driven by both increasing demand and ~~mortgage~~by ~~interest~~other ~~rates~~capacity constraints arising from the U.S. InEnvironmental ~~recent~~Protection ~~years~~Agency’s (“EPA”) National Emission Standards for Hazardous Air Pollutants (“NESHAP”) regulation for Portland Cement Plants (“PC-MACT”), ~~foreclosures~~with ~~have~~which ~~resulted~~compliance is generally required in 2015. Favorable market dynamics can also be seen in aggregates, where volumes decreased from 3.1 billion tons in 2006 to an ~~oversupply~~estimated of2.1 ~~available~~billion ~~houses~~tons in 2013, ~~which~~a 34% decline that has ~~dampened~~been offset by growth in the ~~demand~~average ~~for~~price ~~new~~per ~~residential~~ton, ~~construction~~which increased from $7.37 in ~~many~~2006 ~~markets~~to an estimated $8.94 in ~~the~~2013, a 21% increase, ~~United~~according ~~States~~to the U.S. ~~However,~~Geological ~~employment~~Survey. ~~prospects~~Consistent ~~are~~with ~~improving~~these market trends, ~~foreclosure~~our ~~rates~~cement ~~have~~and ~~stabilized~~aggregates average pricing increased 6% and ~~demand~~2%, ~~has~~respectively, ~~begun~~from tothe ~~grow~~year inended ~~certain~~December 31, ~~markets~~2010 ~~over~~to the ~~past~~year ~~several~~ended ~~months~~December 27, 2014.

~~Non-Residential~~Historically, ~~Construction~~we have sought to supplement organic growth potential with acquisitions, by strategically targeting attractive, new markets or expanding in existing markets. ~~Non-residential~~We ~~construction~~consider ~~encompasses~~population ~~all~~trends, ~~privately~~employment ~~financed~~rates, competitive landscape, private construction outlook, public funding and various other ~~than~~factors ~~residential~~prior ~~structures~~to entering a new market. ~~Demand~~In ~~for~~addition ~~non-residential~~to ~~construction~~analyzing ismacroeconomic ~~driven~~data, bywe ~~population~~seek ~~and~~to ~~economic~~establish ~~growth.~~a ~~Population~~top ~~growth~~position ~~spurs~~in ~~demand~~our ~~for~~local ~~stores~~markets, ~~shopping~~which ~~centers~~we believe supports our achieving sustainable organic growth and ~~restaurants~~attractive returns. ~~Economic~~This ~~growth~~positioning ~~creates~~provides ~~demand~~local ~~for~~economies ~~projects~~of ~~such~~scale asand ~~hotels~~synergies, ~~office~~which ~~buildings,~~benefit ~~warehouses~~our pricing, costs and ~~factories~~profitability. ~~The~~We ~~supply~~believe ~~of non-residential~~that ~~construction~~each ~~projects~~of isour ~~affected~~operating bycompanies ~~interest~~has ~~rates~~a ~~and~~top ~~the~~three ~~availability~~market ofshare ~~credit~~position toin ~~finance~~its ~~these~~local ~~projects~~market.

~~Public~~Our acquisition ~~Infrastructure~~strategy ~~Construction.~~to ~~Public~~date ~~infrastructure~~has ~~construction~~helped ~~includes~~us ~~spending~~to byachieve ~~federal,~~scale ~~state~~ and ~~local governments~~rapid ~~for highways~~growth, ~~bridges,~~and ~~airports,~~we ~~schools,~~believe ~~public~~that ~~buildings~~significant ~~and~~opportunities ~~other~~remain ~~public~~for ~~infrastructure~~growth ~~construction~~through ~~projects~~acquisition. ~~Public~~We ~~infrastructure~~estimate ~~spending~~that ~~has~~approximately ~~historically~~65% ~~been~~of ~~more~~the ~~stable~~U.S. ~~than~~construction ~~private~~materials ~~sector~~market ~~construction~~is privately owned. WeFrom ~~believe~~this ~~that~~group, ~~public infrastructure~~our ~~spending~~senior ismanagement ~~less~~team ~~sensitive~~maintains tocontact ~~interest~~with ~~rate~~over ~~changes~~300 ~~and~~private ~~economic~~companies. ~~cycles~~These ~~and~~long-standing ~~often~~relationships, iscultivated ~~supported~~over bydecades, ~~multi-year~~have ~~federal~~been ~~and~~the ~~state~~primary ~~legislation~~source for our past acquisitions and, ~~programs.~~we Abelieve, ~~significant~~will be ~~portion~~a key driver of our ~~revenue~~future isgrowth. ~~derived~~We ~~from~~believe ~~public~~the ~~infrastructure construction~~value ~~projects.~~proposition Aswe aoffer ~~result,~~to ~~the~~potential ~~supply~~sellers has made us a buyer of ~~federal~~choice and ~~state~~has ~~funding~~enabled ~~for~~us ~~public~~to ~~infrastructure~~largely ~~highway~~avoid ~~construction~~competitive ~~significantly~~auctions ~~affects~~and ~~our~~instead ~~public~~negotiate ~~infrastructure~~directly ~~end~~with ~~use~~sellers ~~business~~at attractive valuations.

~~Historically,~~Our ~~public~~Regional ~~infrastructure~~Platforms funding has been underpinned by a series of six-year federal highway authorization bills. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows the state departments of transportation to plan for their long term highway construction and maintenance needs.

5We currently operate across 17 U.S. states and in British Columbia, Canada through our three regional platforms that make up our operating segments: West; Central; and East. Each of our operating businesses has its own management team that, in turn, reports to a regional president who is responsible for overseeing the operating businesses, developing growth opportunities, implementing best practices and integrating acquired businesses. Acquisitions are an important element of our strategy, as we seek to enhance value through increased scale and cost savings within local markets.

~~Moving~~• ~~Ahead~~West ~~for~~Region: ~~Progress~~Our inWest ~~the~~region ~~21st~~includes ~~Century~~operations ~~Act~~in ~~(“MAP-21”)~~Texas, athe ~~27-month, approximately~~Mountain ~~$105~~states ~~billion~~of ~~transportation~~Utah, ~~funding~~Colorado, ~~program~~Idaho ~~that~~and ~~provides~~Wyoming ~~$40.4 billion~~ and ~~$41.0~~in ~~billion~~British ~~for~~Columbia, ~~highway~~Canada ~~infrastructure~~where ~~investments~~we insupply ~~fiscal~~aggregates, ~~years~~ready-mixed ~~2013 and 2014~~concrete, ~~respectively,~~asphalt ~~was~~paving ~~enacted~~mix inand ~~July~~paving ~~2012~~ and ~~took~~related ~~effect in October 2012~~services. ~~The spending~~As ~~levels~~of ~~are~~December ~~consistent~~27, ~~with~~2014, the ~~preceding~~West ~~federal~~region ~~transportation~~controlled ~~funding~~approximately ~~program~~0.7 ~~Currently,~~billion ~~there~~tons isof ~~uncertainty~~proven asand toprobable ~~what~~aggregates ~~will~~reserves ~~succeed~~and ~~MAP-21,~~$362.4 ~~which~~million ~~expires~~of inhard ~~September 2014~~assets. ADuring ~~new~~the ~~highway~~year ~~bill~~ended ~~may~~December be27, ~~passed by the end of~~ 2014, ~~which would~~approximately ~~require~~55% ~~continuing~~of ~~resolutions~~our ~~between~~revenue ~~September~~was ~~2014~~generated ~~and~~in the ~~date~~West aregion. ~~new~~In ~~bill~~2014, iswe ~~passed.~~continued Weto ~~are~~expand ~~not~~the ~~expecting~~West aregion, with significant ~~change~~growth in ~~funding~~Texas ~~levels~~ through ~~the~~key ~~continuing~~acquisitions ~~resolutions~~as orwell aas ~~new bill. However, given~~ the ~~nation’s~~establishment ~~aging infrastructure~~of ~~and~~a ~~considering~~new ~~longstanding~~platform ~~historical~~in ~~spending~~British ~~trends~~Columbia, ~~management~~Canada ~~expects~~with ~~U.S.~~our ~~infrastructure~~September ~~investment~~acquisition toof ~~grow over the long-term~~Mainland. ~~Management believes that the Company is well-positioned to capitalize on any such increase in investment.~~

• Central Region: Our ~~Industry~~Central region extends across the Midwestern United States, most notably in Kansas, Missouri, Nebraska, Iowa and Illinois, where we supply aggregates, cement, ready-mixed concrete, asphalt paving mix and paving and related services. As of December 27, 2014, the Central region controlled approximately 0.9 billion tons of proven and probable aggregates reserves, approximately 0.4 billion of which serve its cement business, and $539.9 million of hard assets. During the year ended December 27, 2014, approximately 33% of our revenue was generated in the Central region.

~~The~~Our ~~U.S. heavy-side building materials industry is composed of four primary sectors: (i) aggregates; (ii)~~ cement; ~~(iii) ready-mixed concrete; and (iv) asphalt paving mix~~plant, ~~each~~commissioned ~~of which is widely used~~ in ~~most forms of construction activity. Participants in these sectors typically range from small~~2008, ~~privately-held~~is ~~companies focused on~~ a ~~single~~highly ~~product~~efficient, ortechnologically ~~market~~advanced, tointegrated ~~multinational~~manufacturing ~~corporations~~and ~~that~~distribution ~~offer a wide array of construction~~system ~~materials~~strategically ~~and~~located ~~services.~~near ~~Competition~~Hannibal, ~~is constrained in part by the distance materials can be transported efficiently~~Missouri, ~~resulting~~100 inmiles ~~predominantly~~north ~~local~~of ~~or regional operations~~St. ~~Due~~Louis toalong the ~~lack~~Mississippi ofRiver. ~~product~~We ~~differentiation,~~utilize ~~competition~~an ~~for all of our products is predominantly based~~ on-site ~~price~~solid and, toliquid awaste ~~lesser~~fuel ~~extent~~processing facility, ~~quality~~which ofcan ~~products~~reduce ~~and service. As a result,~~ the ~~prices~~plant’s wefuel ~~charge~~costs ~~our~~by ~~customers~~up ~~are not likely~~ to be50% ~~materially~~and ~~different~~is ~~from~~one ~~the~~of only ~~prices~~12 ~~charged~~facilities ~~by other producers~~ in the ~~same markets.~~United ~~Accordingly,~~States ~~our~~with ~~profitability~~such iscapabilities. ~~generally~~Our ~~dependent~~cement onbusiness ~~the~~primarily ~~level~~serves ofmarkets ~~demand~~in ~~for~~Missouri, ~~our~~Iowa ~~products~~ and ~~our ability to control operating costs~~Illinois.

~~Transportation~~• ~~infrastructure~~East ~~projects,~~Region: ~~driven~~Our byEast ~~both~~region ~~state~~serves ~~and~~markets ~~federal~~in ~~funding programs~~Kentucky, ~~represent~~South aCarolina, ~~significant~~North ~~share~~Carolina, ofTennessee ~~the~~and ~~U.S.~~Virginia, ~~heavy-side~~where ~~building~~we ~~materials~~supply ~~market.~~aggregates, Inasphalt ~~addition~~paving tomix ~~federal~~and ~~funding under~~paving ~~MAP-21, highway construction~~ and ~~maintenance~~related ~~funding~~services. isAs ~~also~~of ~~available~~December ~~through~~27, ~~state~~2014, ~~county~~the ~~and~~East ~~local~~region ~~agencies.~~controlled ~~Our~~approximately ~~five~~0.5 ~~largest~~billion ~~states~~tons byof ~~revenue~~proven ~~(Texas, Kansas, Kentucky, Missouri~~ and ~~Utah,~~probable ~~which~~aggregates ~~represented~~reserves ~~approximately 25%, 20%, 17%, 12%~~ and ~~11%,~~$152.8 ~~respectively,~~million of ~~our~~hard ~~total~~assets. ~~revenue~~During ~~for~~ the year ended December 28 27, ~~2013)~~2014, ~~each~~approximately ~~have~~12% ~~funds~~of ~~whose~~our revenue ~~sources~~was ~~are~~generated ~~constitutionally~~in ~~protected~~the ~~and~~East ~~may only be spent on transportation projects:~~ region.

•5 ~~Texas Department of Transportation’s budget from 2012 to 2014 is $31.0 billion.~~

•Table Kansasof has a 10 year $8.2 billion highway bill that was passed in May 2010.Contents

•Acquisition ~~Kentucky’s~~History ~~highway program has anticipated 2013-2018 funding of $5.7 billion.~~

•The ~~Missouri~~following ~~has~~table anlists ~~estimated~~acquisitions ~~$0.7~~we ~~billion~~have incompleted ~~annual~~since ~~construction~~August ~~funding~~2009: ~~committed to essential road and bridge programs through 2017.~~

• Utah’s transportation investment fund had $3.5 billion committed through 2018.


Company	Date of Acquisition	Region
Hamm, Inc.	August 25, 2009	Central
Hinkle Contracting Company, LLC	February 1, 2010	East
Cornejo	April 16, 2010	Central
Elmo Greer & Sons, LLC	April 20, 2010	East
Continental Cement	May 27, 2010	Central
Harshman Construction L.L.C. and Harshman Farms, Inc.	June 15, 2010	Central
South Central Kentucky Limestone, LLC	July 23, 2010	East
Harper Contracting	August 2, 2010	West
Kilgore Pavement Maintenance, LLC and Kilgore Properties, LLC	August 2, 2010	West
Con-Agg of MO, L.L.C.	September 15, 2010	Central
Altaview Concrete	September 15, 2010	West
EnerCrest Products, Inc.	September 28, 2010	West
RK Hall	November 30, 2010	West
Triple C Concrete, Inc.	January 14, 2011	West
Elam Construction, Inc.	March 31, 2011	West
Bourbon Limestone Company	May 27, 2011	East
Fischer Quarries, L.L.C.	May 27, 2011	Central
B&B	June 8, 2011	West
Grand Junction Concrete Pipe, Inc.	June 10, 2011	West
Industrial Asphalt	August 2, 2011	West
Ramming Paving	October 28, 2011	West
Norris	February 29, 2012	Central
Kay & Kay	October 5, 2012	East
Sandco	November 30, 2012	West
Lafarge	April 1, 2013	Central
Westroc	April 1, 2013	West
Alleyton	January 17, 2014	West
Troy Vines	March 31, 2014	West
Buckhorn Materials	June 9, 2014	East
Canyon Redi-Mix	July 29, 2014	West
Mainland	September 4, 2014	West
Southwest Ready Mix	September 19, 2014	West
Colorado County S&G	September 30, 2014	West
Concrete Supply	October 3, 2014	Central

~~Demand~~Our ~~for~~End ~~our~~Markets products is observed to have low elasticity in relation to prices. We believe this is partially explained by the absence of competitive replacement products and relatively low contribution of our products to construction costs. We do not believe that increases in our products’ prices are likely to affect the decision to undertake a construction project since these costs usually represent a small portion of total construction costs.

Residential Construction. ~~Materials~~Residential construction includes single family houses and multi-family units such as apartments and condominiums. Demand for residential construction is influenced by employment prospects, new household formation and mortgage interest rates. In recent years, foreclosures have resulted in an oversupply of available houses, which had dampened the demand for new residential construction in many markets in the United States. However, employment prospects have improved, foreclosure rates have stabilized and demand has begun to grow, although the rate of growth is inconsistent across the United States.

~~Aggregates~~Nonresidential Construction. Nonresidential construction encompasses all privately financed construction other than residential structures. Demand for nonresidential construction is driven by population and economic growth. Population growth spurs demand for stores, shopping centers and restaurants. Economic growth creates demand for projects such as hotels, office buildings, warehouses and factories. The supply of nonresidential construction projects is affected by interest rates and the availability of credit to finance these projects.

~~Aggregates~~Public ~~are~~Infrastructure ~~key~~Construction. ~~material~~Public ~~components~~infrastructure ~~used~~construction inincludes ~~the~~spending ~~production~~by offederal, ~~ready-mixed concrete~~ state and ~~asphalt~~local ~~paving~~governments ~~mixes~~ for ~~the~~highways, ~~public infrastructure~~bridges, ~~highway~~airports, ~~commercial~~schools, ~~and~~public ~~residential~~buildings ~~construction~~and ~~markets~~other ~~and~~public ~~are~~infrastructure ~~also~~projects. ~~widely~~Public ~~used~~infrastructure ~~for~~spending ~~various~~has ~~applications~~historically ~~and~~been ~~products,~~more ~~such~~stable asthan ~~road~~private ~~and~~sector ~~building~~construction. ~~foundations,~~We ~~railroad~~believe ~~ballast,~~that ~~erosion~~public infrastructure ~~control,~~spending ~~filtration,~~is ~~roofing~~less ~~granules~~sensitive ~~and~~to ~~in solutions~~interest ~~for~~rate ~~snow~~changes and ~~ice~~economic ~~control.~~cycles ~~Generally~~and ~~extracted~~often ~~from~~is ~~the~~supported ~~earth~~by ~~using~~multi-year ~~surface~~federal orand ~~underground~~state ~~mining~~legislation ~~methods,~~and ~~aggregates~~programs. ~~are~~A ~~produced~~significant ~~from~~portion ~~natural deposits~~ of ~~various~~our ~~materials~~revenue ~~such~~is asderived ~~limestone,~~from ~~sand~~public ~~and gravel, granite and trap rock~~infrastructure projects. ~~Once extracted,~~As ~~processed~~a ~~and graded~~result, ~~aggregates~~the ~~are~~supply ~~supplied~~of ~~directly~~federal toand ~~their~~state ~~end~~funding ~~use or incorporated~~ for ~~further~~public ~~processing~~infrastructure ~~into~~highway construction ~~materials,~~significantly ~~such~~affects asour ~~cement,~~public ~~ready~~infrastructure end-~~mixed~~use ~~concrete and asphalt paving mix~~business.

According to the February 2013 U.S. Geological Survey, approximately 1.28 billion tons of crushed stone with a value of approximately $11.5 billion was produced in the United States in 2012, in line with 1.28 billion tons in 2011. Sand and gravel production was approximately 907 million tons in 2012 valued at approximately $6~~.25~~ billion, up from 894 million tons in 2011. The U.S. aggregate industry is highly fragmented relative to other building product markets, with numerous participants operating in localized markets and the top players controlling approximately 30% of the national market in 2012. In January 2013, the U.S. Geological Survey (“USGS”) reported that a total of 1,550 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2012 in the United States.

6Table of Contents

~~Transportation~~In ~~cost~~the ispast, apublic ~~major~~infrastructure ~~variable~~sector infunding ~~determining~~was ~~aggregate~~underpinned ~~pricing~~by ~~and~~a ~~marketing radius.~~series ~~The~~of ~~cost~~six-year offederal highway ~~transporting~~authorization ~~aggregate~~bills. ~~products~~Federal ~~from~~funds ~~the~~are ~~plant~~allocated to the ~~market~~states, ~~often~~which ~~equates~~are required to ormatch ~~exceeds~~a ~~the~~portion ~~sale price~~ of the ~~product~~federal atfunds ~~the~~they ~~plant~~receive. AsFederal ahighway ~~result~~spending ofuses ~~the~~funds ~~high~~predominantly ~~transportation~~from ~~costs and~~ the ~~large~~Federal ~~quantities~~Highway ofTrust ~~bulk~~Fund, ~~material~~which ~~that~~derives ~~have~~its torevenue befrom ~~shipped,~~taxes ~~finished~~on ~~products~~diesel ~~are~~fuel, ~~typically~~gasoline ~~marketed~~and ~~locally~~other user fees. ~~High~~The ~~transportation~~dependability ~~costs~~of ~~are~~federal ~~responsible~~funding ~~for~~allows the ~~wide~~state ~~dispersion~~departments of ~~production~~transportation ~~sites. Where possible, construction material producers maintain operations adjacent~~ to ~~highly~~plan ~~populated areas~~for totheir ~~reduce~~long ~~transportation~~term ~~costs~~highway construction and ~~enhance~~maintenance ~~margins~~needs.

WeFunding ~~believe~~for ~~that~~ the ~~long-term~~existing ~~growth~~federal oftransportation ~~the~~funding ~~market~~program ~~for~~expired ~~aggregates is~~on ~~predominantly~~September 30, ~~driven~~2014 byand ~~growth~~on ~~in population~~August 1, ~~employment and households~~2014, ~~which~~a inHighway ~~turn~~Trust Fund ~~affects~~extension ~~transportation~~bill ~~infrastructure~~was ~~spending~~enacted. ~~and~~This ~~changes~~bill inprovides ~~population~~approximately ~~density~~$10.8 Inbillion ~~recent~~of ~~years~~funding, ~~the~~which ~~recession~~is ~~and~~expected ~~subsequent~~to ~~slow~~last ~~recovery~~until inMay ~~the~~2015. ~~United States~~Any ~~has~~additional ~~led~~funding toor asuccessor ~~decrease~~programs inhave ~~overall~~yet ~~private~~to ~~construction~~be ~~activity~~approved. ~~Despite~~With the ~~increase~~nation’s ~~in federal stimulus spending, public~~ infrastructure ~~construction activity also declined over this period~~aging, we ~~albeit~~expect ~~less than private construction markets~~U. ~~While~~S. ~~short-term~~infrastructure ~~demand~~spending ~~for~~to ~~aggregates~~grow ~~fluctuates~~over ~~with~~the ~~economic~~long ~~cycles~~term, ~~the~~and ~~declines~~we ~~have~~believe ~~historically~~we ~~been~~are ~~followed~~well bypositioned ~~strong~~to ~~recovery,~~capitalize ~~with~~on ~~each~~any ~~peak~~such ~~establishing a new historical high~~increase.

~~A significant portion of annual demand for aggregates is derived from large public infrastructure and highway construction projects.~~Our ~~According~~Industry to the Montana Contractors’ Association, approximately 38,000 tons of aggregate are required to construct a one mile stretch of a typical four-lane interstate highway. Highways located in markets with significant seasonal temperature variances are particularly vulnerable to freeze-thaw conditions that exert excessive stress on pavement and lead to more rapid surface degradation. Surface maintenance repairs, as well as general highway construction, occur in the warmer months, resulting in a majority of aggregates production and sales in the eight months from April through November in most states.

~~Cement~~The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mixed concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our products and our ability to control operating costs.

~~Portland~~Transportation ~~cement~~infrastructure projects, andriven ~~industry~~by ~~term~~both ~~for~~state ~~the~~and ~~common~~federal ~~cement~~funding ~~in general use around the world~~programs, isrepresent ~~made from~~ a ~~combination~~significant share of ~~limestone,~~the ~~shale,~~U.S. ~~clay,~~construction ~~silica~~materials ~~and iron ore~~market. ItIn isaddition ato ~~fundamental~~federal ~~building~~funding, ~~material~~highway ~~consumed in several stages throughout the~~ construction ~~cycle of residential, non-residential~~ and ~~public~~maintenance ~~infrastructure~~funding ~~projects. It~~ is aalso ~~binding~~available ~~agent~~through ~~that~~state, ~~when~~county ~~mixed with sand or aggregates~~ and ~~water,~~local ~~produces either ready-mixed concrete or mortar and is an important component of other essential building materials~~agencies. ~~Cement~~Our isfive ~~sold~~largest ~~either~~states inby ~~bulk~~revenue or(Texas, inKansas, ~~bags as branded products~~Kentucky, ~~depending~~Utah onand ~~its final user. Few construction~~Missouri, ~~projects~~which ~~can~~represented ~~take~~approximately ~~place~~34%, ~~without~~19%, ~~utilizing~~11%, ~~Portland~~10% ~~cement~~and ~~somewhere~~9%, ~~in the design~~respectively, ~~making~~of itour atotal ~~key~~revenue ~~ingredient used~~ in ~~the~~2014) ~~construction~~each ~~industry.~~have ~~The~~funds ~~majority~~whose ofrevenue ~~all~~sources ~~cement shipments~~ are ~~sent~~constitutionally toprotected ~~ready-mixed~~and ~~concrete~~may ~~operators.~~only ~~The~~be ~~remaining~~spent ~~shipments are~~on ~~directed~~transportation toprojects: ~~manufacturers of concrete related products such as block and precast.~~

~~The~~• ~~principal~~Texas ~~raw~~Department ~~materials in cement are a blend~~ of ~~approximately~~Transportation’s ~~80%~~budget ~~limestone~~from ~~and~~2014 ~~approximately~~to 5%2016 ~~shale,~~is ~~with the remaining raw materials being clay and iron ore~~$25.3 ~~Generally, the limestone and shale are mined from quarries located on site with the production plant~~billion. ~~These~~On ~~core ingredients~~November ~~are~~4, ~~blended and crushed into a fine grind and then preheated and ultimately introduced into a kiln heated to about 3~~2014,~~000°F.~~ ~~Under~~voters ~~this~~in ~~extreme~~Texas ~~heat,~~passed a ~~chemical~~proposition ~~transformation~~that ~~occurs~~is ~~uniting~~expected ~~the elements~~ to ~~form~~provide abetween ~~new~~$1.2 ~~substance~~billion ~~with new physical~~ and ~~chemical characteristics~~$1.7 ~~This~~billion ~~new~~of ~~substance~~incremental isfunding ~~called~~annually ~~clinker~~to ~~and it is formed into pieces about~~ the ~~size~~Texas Department of ~~marbles~~Transportation. The ~~clinker~~funds ismust ~~then~~be ~~cooled~~used ~~and~~for ~~later~~construction, ~~ground~~maintenance, ~~into~~rehabilitation aand ~~fine~~acquiring ~~powder~~right-of-way ~~that~~for ~~then~~public ~~is classified as Portland cement~~roads.

~~Cement~~• ~~production~~Kansas inhas ~~the United States is distributed among 98 production facilities located across 35 states. It is~~ a ~~capital-intensive~~ ~~business~~10 ~~with~~year ~~variable costs dominated by raw materials and energy required to fuel the kiln~~$8.2 ~~Building~~billion ~~new~~highway ~~plants~~bill ~~is challenging given the extensive permitting~~ that iswas ~~required~~passed ~~and significant costs. We believe new plant construction costs~~ in ~~the~~May ~~United States to be approximately $250-300 per ton, not including costs for property or securing raw materials and the required distribution network~~2010. Assuming construction costs of $275 per ton, a 1.25 million ton facility, comparable to the Continental Cement plant’s potential annual capacity, would cost approximately $343.8 million to construct.

As• ~~reported~~Kentucky’s bybiennial ~~the~~highway PCA in the 2013 North American Cement Industry Annual Yearbook, consumption is down significantly from the industry peak of 141 million tons in 2005 to 86 million tons in 2012 because of the decline in U.S. construction ~~sector~~plan ~~activity. Domestic cement consumption~~ has atfunding times outpaced domestic production capacity with the shortfall being supplied with imports, primarily from China, Canada, Greece, Mexico and South Korea. The PCA reports that cement imports have declined since their peak of ~~39 million tons in 2006 to 8 million tons in 2012, in a manner indicative of the industry’s general response to the current demand downturn~~$3.6 Inbillion ~~addition to the reduction in imports, U.S. capacity utilization declined~~ from ~~95%~~July in2014 ~~2006~~ to ~~66%~~June ~~in 2012 according to the PCA~~2016. Continental Cement operated above the industry mean at 78% capacity utilization in 2013 as its markets did not suffer the pronounced demand declines seen in states like Florida, California and Arizona. Demand is seasonal in nature with nearly two-thirds of U.S. consumption occurring between May and October, coinciding with end-market construction activity.

~~NESHAP~~• is due to come into effect in 2015. On December 20, 2012, the EPA signed the final NESHAP rule, which was less stringent than previous drafts. The PCA had estimated based on the draft rule that 18 plants could be forced to close due to the inability to meet NESHAP standards or because the compliance investment required may not be justified on a financial basis. Continental CementUtah’s ~~plant~~transportation ~~utilizes~~investment ~~alternative~~fund ~~fuel~~had ~~(hazardous and non-hazardous) as well as coal and petroleum coke and, as a result, is subject to HWC-MACT standards, rather than NESHAP~~$3.0 Webillion ~~expect~~committed ~~HWC-MACT~~through ~~standards to generally conform to NESHAP, for which we are mostly in compliance, ahead of the effective date of the HWC-MACT standards~~2018. ~~Any additional costs to comply with the HWC-MACT standards are not expected to be material.~~

• Missouri has an estimated $0.7 billion in annual construction funding committed to essential road and bridge programs through 2017.

~~Ready-Mixed~~Demand ~~Concrete~~for our products is observed to have low elasticity in relation to prices. We believe this is partially explained by the absence of competitive replacement products and relatively low contribution of our products to total construction costs. We do not believe that increases in our products’ prices are likely to affect the decision to undertake a construction project since these costs usually represent a small portion of total construction costs.

~~Ready-mixed~~Aggregates concrete is one of the most versatile and widely used materials in construction today. Its flexible recipe characteristics allow for an end product that can assume almost any color, shape, texture and strength to meet the many requirements of end users that range from bridges, foundations, skyscrapers, pavements, dams, houses, parking garages, water treatment facilities, airports, tunnels, power plants, hospitals and schools. The versatility of ready-mixed concrete gives engineers significant flexibility when designing these projects.

~~Cement,~~Aggregates ~~coarse~~are ~~aggregate,~~key ~~fine~~material ~~aggregate,~~components ~~water~~used ~~and~~in ~~admixtures are~~ the ~~primary~~production ~~ingredients~~of ~~that~~cement, ~~constitute a basic~~ ready-mixed concrete~~. The~~ ~~cement~~ and ~~water~~asphalt ~~are~~paving ~~combined~~mixes ~~and~~for athe ~~chemical~~residential, nonresidential ~~reaction~~and ispublic ~~produced~~infrastructure ~~called~~markets ~~hydration.~~and ~~This~~are ~~paste~~also orwidely ~~binder~~used ~~represents~~for ~~between~~various 15applications toand ~~20%~~products, ofsuch ~~the~~as ~~volume~~road ofand ~~the~~building ~~mix~~foundations, ~~that~~railroad ~~coats~~ballast, ~~each~~erosion ~~particle~~control, offiltration, ~~aggregate~~roofing granules and ~~serves~~in assolutions ~~the~~for ~~agent~~snow ~~that~~and ~~binds the~~ice ~~aggregates~~control. ~~together,~~Generally ~~according~~extracted tofrom the ~~National~~earth ~~Ready~~using ~~Mixed~~surface ~~Concrete~~or ~~Association~~underground ~~(the~~mining ~~“NRMCA”).~~methods, ~~The~~ aggregates ~~represent~~are 60produced tofrom ~~75%~~natural deposits of ~~the~~various ~~mix~~materials bysuch ~~volume~~as limestone, ~~with~~sand aand ~~small~~gravel, ~~portion~~granite ofand ~~volume~~trap (5rock. toOnce ~~8%)~~extracted, ~~consisting~~processed ofand graded, ~~entrapped~~aggregates ~~air~~are ~~that~~supplied ~~was~~directly ~~generated by~~to ~~using~~their ~~air~~end ~~entraining~~use ~~admixtures.~~or ~~Once~~incorporated ~~fully~~for ~~hydrated,~~further ~~the~~processing ~~workable~~into ~~concrete~~construction ~~will~~materials ~~then harden~~ and ~~take~~products, onsuch ~~the~~as ~~shape~~cement, ofready-mixed ~~the~~concrete ~~form~~and inasphalt ~~which~~paving ~~it was placed~~mix.

~~The~~According ~~quality~~to the March 2014 U.S. Geological Survey, approximately 1.3 billion tons of crushed stone with a ~~concrete~~value ~~mix~~of isapproximately ~~generally~~$11.9 billion ~~determined~~was byproduced in the ~~weight~~United ~~ratio~~States ofin ~~water~~2013, toin ~~cement.~~line ~~Higher~~with ~~quality~~the ~~concrete~~1.3 isbillion tons produced byin ~~lowering~~2012. ~~the~~Sand ~~water-cement~~and ~~ratio~~gravel asproduction ~~much~~was asapproximately ~~possible~~935 million ~~without~~tons ~~sacrificing~~in 2013 valued at approximately $6.7 billion, up from 899 million tons produced in 2012. The U.S. aggregate industry is highly fragmented relative to other building product markets, with numerous participants operating in localized markets and the ~~workability~~top ten players controlling approximately 30% of the ~~fresh~~national ~~concrete~~market in 2013. ~~Specialty~~In ~~admixtures~~February ~~such~~2014, asthe ~~high~~U.S. ~~range~~Geological ~~water~~Survey ~~reducers~~reported ~~can~~that ~~aid~~a intotal ~~achieving~~of ~~this~~1,550 ~~condition~~companies ~~without~~operating ~~sacrificing~~4,000 ~~quality~~quarries and 91 underground mines produced or sold crushed stone in 2013 in the United States.

~~Other~~7 materials commonly used in the production of ready-mixed concrete include fly-ash, a waste by-product from coal burning power plants, silica fume, a waste by-product generated from the manufacture of silicon and ferro-silicon metals, and ground granulated blast furnace slag, a by-product of the iron and steel manufacturing process. All of these products have cemetitious properties that enhance the strength, durability and permeability of the concrete. These materials are available directly from the producer or via specialist distributors who intermediate between the source producers and the ready-mixed concrete user.

GivenTable the high weight-to-value ratio, delivery of ready-mixed concrete is typically limited to a one-hour haul from a production plant location and is further limited by a 90 minute window in which newly-mixed concrete must be poured to maintain quality and performance. As a result of the transportation constraints, the ready-mixed concrete market is highly localized, with an estimated 5,500 ready-mixed concrete plants in the United States according to the NRMCA. According to the NRMCA, 290 million cubic yards of ready-mixed concrete was produced in 2012, which is a 9% increase from the 266 million cubic yards produced in 2011 but a 36% decrease from the industry peak of 458 million cubic yards in 2005. Contents

~~Asphalt~~Transportation ~~Paving~~costs ~~Mix~~are a major variable in determining aggregate pricing and marketing radius. The cost of transporting aggregate products from the plant to the market often equates to or exceeds the sale price of the product at the plant. As a result of the high transportation costs and the large quantities of bulk material that have to be shipped, finished products are typically marketed locally. High transportation costs are responsible for the wide dispersion of production sites. Where possible, construction material producers maintain operations adjacent to highly populated areas to reduce transportation costs and enhance margins. However, more recently, rising land values combined with local environmental concerns have been forcing production sites to move further away from the end-use locations.

~~Asphalt~~We ~~paving~~believe ~~mix~~that isthe long-term growth of the ~~most~~market ~~common~~for ~~roadway~~aggregates ~~material~~is ~~used~~predominantly ~~today~~driven by growth in population, employment and households, which in turn affects demand for nonresidential construction, including stores, shopping centers and restaurants and increases transportation infrastructure spending. ItIn isrecent ayears, ~~versatile~~the recession and ~~essential~~subsequent ~~building~~slow ~~material~~recovery ~~that~~in the United States has ~~been~~led ~~used~~ to ~~surface~~a ~~90%~~decrease ofin overall private and public infrastructure construction activity. While short-term demand for aggregates fluctuates with economic cycles, the ~~more~~declines ~~than~~have 2historically been followed by strong recovery, with each peak establishing a new historical high.~~5 million~~ ~~miles~~In addition, according to the U.S. Geological Survey, during periods of ~~paved~~economic ~~roadways~~decline in ~~the~~which ~~United~~aggregates ~~States~~volumes sold has decreased, ~~according~~prices have historically continued to ~~National~~grow, ~~Geographic~~as ~~News.~~illustrated in the following table:

LOGO

~~Typically,~~A ~~asphalt~~significant ~~paving~~portion ~~mix~~of annual demand for aggregates is ~~placed~~derived infrom ~~three~~large ~~distinct~~public ~~layers~~infrastructure and highway construction projects. According to ~~create~~the aMontana ~~flexible~~Contractors’ ~~pavement~~Association, ~~structure.~~approximately ~~These~~38,000 ~~layers~~tons ~~consist~~of aggregate are required to construct a one mile stretch of a ~~base~~typical ~~course,~~four-lane aninterstate ~~intermediate~~highway. orHighways ~~binder~~located ~~course,~~in markets with significant seasonal temperature variances are particularly vulnerable to freeze-thaw conditions that exert excessive stress on pavement and alead ~~surface~~to ormore ~~wearing course~~rapid surface degradation. ~~These~~Surface ~~layers~~maintenance ~~vary~~repairs, inas ~~thicknesses~~well ofas ~~three~~general tohighway construction, ~~six~~occur ~~inches~~in ~~for~~the ~~base~~warmer ~~mix~~months, ~~two~~resulting toin ~~four~~a ~~inches~~majority ~~for~~of ~~intermediate~~aggregates ~~mix~~production and ~~one~~sales toin ~~two~~the ~~inches~~period ~~for~~from ~~surface~~April ~~mix~~through November in most states.

~~According~~Cement to the National Asphalt Pavement Association, the components of asphalt paving mix by weight are approximately 95% aggregates and 5% asphalt cement, a petroleum based product that serves as the binder. The ingredients are then metered, mixed and heated to a temperature in excess of 300° F before being placed in a truck and delivered to the jobsite for final placement.

~~Asphalt~~Portland ~~pavement~~cement, isan industry ~~generally~~term ~~100%~~for ~~recyclable~~the ~~and~~common ~~reusable~~cement ~~and~~in isgeneral use around the ~~most~~world, ~~reused~~is made from a combination of limestone, shale, clay, silica and ~~recycled~~iron ~~pavement~~ore. It is a fundamental building material consumed in several stages throughout the ~~United~~construction ~~States.~~cycle of ~~Reclaimed~~residential, ~~asphalt~~nonresidential ~~pavement~~and ~~can~~public beinfrastructure ~~incorporated~~projects. ~~into~~It ~~new~~is ~~pavement~~a atbinding ~~replacement~~agent ~~rates~~that, inwhen ~~excess~~mixed ofwith ~~30%~~sand ~~depending~~or ~~upon~~aggregates ~~the~~and ~~mix~~water, produces either ready-mixed concrete or mortar and ~~the~~is ~~application~~an important component of ~~the~~other ~~product~~essential construction materials. WeCement ~~actively~~is ~~engage~~sold either in ~~the~~bulk ~~recycling~~or ofin ~~previously~~bags ~~used~~as ~~asphalt~~branded ~~pavement~~products, ~~and~~depending ~~concrete~~on its final user. ~~This~~ ~~material~~Few isconstruction ~~crushed~~projects ~~and~~can ~~repurposed~~take place without utilizing cement somewhere in the design, making it a key ingredient used in the construction industry. ~~cycle~~The majority of all cement shipments are sent to ready-mixed concrete operators. ~~Approximately~~The ~~68 million~~remaining ~~tons~~shipments are directed to manufacturers of ~~used~~concrete ~~asphalt~~related isproducts ~~recycled~~such ~~annually~~as byblock ~~the~~and ~~industry~~precast. Nearly two-thirds of U.S. consumption occurs between May and November, coinciding with end-market construction activity.

The ~~use~~principal ofraw ~~warm~~materials ~~mix~~in ~~asphalt~~cement ~~(“WMA”)~~are ora ~~“green”~~blend ~~asphalt~~of approximately is80% ~~gaining~~limestone ~~popularity.~~and ~~The~~approximately ~~immediate~~10% ~~benefit~~shale, towith ~~producing WMA is~~ the ~~reduction~~remaining inraw ~~energy~~materials ~~consumption~~being ~~required~~clay byand ~~burning~~iron ~~fuels~~ore. ~~to heat~~Generally, ~~traditional~~the ~~hot~~limestone ~~mix~~and ~~asphalt~~shale ~~(“HMA”)~~are tomined ~~temperatures~~from inquarries ~~excess~~located ofon ~~300°F~~site atwith the production plant. These ~~high~~core ~~production~~ingredients ~~temperatures~~ are blended ~~needed~~and tocrushed ~~allow~~into ~~the~~a ~~asphalt~~fine ~~binder~~grind toand ~~become~~then ~~viscous~~preheated ~~enough~~and ultimately introduced into a kiln heated to ~~completely~~about ~~coat~~3,000°F. ~~the~~Under ~~aggregate~~this ~~in the~~extreme ~~HMA~~heat, ~~have~~a ~~good~~chemical ~~workability~~transformation ~~during~~occurs ~~laying~~uniting ~~and~~the ~~compaction,~~elements ~~and~~to ~~durability~~form ~~during~~a ~~traffic~~new ~~exposure~~substance with new physical and chemical characteristics. ~~According~~This tonew ~~the~~substance ~~Federal~~is ~~Highway~~called ~~Administration,~~clinker ~~WMA~~and ~~can~~it ~~reduce~~is ~~the~~formed ~~temperature~~into bypieces 50about tothe ~~70°F,~~size ~~resulting~~of inmarbles. ~~lower~~The ~~emissions,~~clinker ~~fumes~~is then cooled and ~~odors generated~~later atground ~~the~~into ~~plant~~a ~~and~~fine ~~the~~powder ~~paving~~that ~~site~~then is classified as Portland cement.

AccordingTable to the National Asphalt Pavement Association, there are approximately 4,000 asphalt paving mix plants in the United States. As reported by the National Asphalt Pavement Association, an estimated 360 million tons of asphalt paving mix was produced in 2012 which was broadly in line with the estimated 366 million tons produced in 2011. Contents

~~Our~~Cement ~~Operations~~production in the United States is distributed among 98 production facilities located across 34 states. It is a capital-intensive business with variable costs dominated by raw materials and energy required to fuel the kiln. Building new plants is challenging given the extensive permitting that is required and significant costs. We estimate new plant construction costs in the United States to be approximately $250-300 per ton, not including costs for property or securing raw materials and the required distribution network. Assuming construction costs of $275 per ton, a 1.25 million ton facility, comparable to our cement plant’s potential annual capacity, would cost approximately $343.8 million to construct.

WeAs ~~operate~~reported ~~our~~by ~~construction~~the ~~materials~~PCA ~~and~~in ~~construction~~the ~~services~~2014 ~~businesses~~United ~~through~~States ~~local~~Cement ~~operations~~Industry ~~and~~Annual ~~marketing teams~~Yearbook, ~~which~~consumption ~~work~~is ~~closely~~down ~~with~~significantly ~~our~~from ~~end~~the ~~customers~~industry peak of approximately 141.1 million tons in 2005 to ~~deliver~~approximately 90.3 million tons in 2013 because of the ~~products~~decline in U.S. construction activity. U.S. cement consumption has at times outpaced domestic production capacity with the shortfall being supplied with imports, primarily from China, Canada, Greece, Mexico and ~~services~~South Korea. The PCA reports that cement imports have declined since their peak of approximately 39.6 million tons in 2006 to approximately 8.0 million tons in 2013, ~~meet~~in ~~each~~a ~~customer~~manner indicative of the industry’s ~~specific~~general ~~needs~~response ~~for~~to athe ~~project~~current demand downturn. WeIn ~~believe~~addition ~~that~~to ~~this~~the ~~strong~~reduction ~~local~~in ~~presence~~imports, ~~gives~~U.S. usexcess acapacity ~~competitive~~increased ~~advantage~~from by5% ~~keeping~~in ~~our~~2006 ~~costs~~to ~~low~~approximately ~~and~~32% ~~allowing~~in us2013 according to ~~obtain~~the aPCA. ~~unique~~Our ~~understanding~~cement plant ~~for~~operated above the ~~evolving~~industry ~~needs~~mean ofat ~~our~~86% ~~customers~~capacity utilization in 2013 as its markets did not suffer the pronounced demand declines seen in states like Florida, California and Arizona.

WeOn ~~have~~December 20, ~~construction~~2012, ~~materials~~the ~~operations~~EPA insigned 16the ~~states~~PC-MACT, ~~across~~which ~~the~~in ~~Central,~~most ~~West~~instances ~~and~~requires ~~East~~compliance ~~regions~~in 2015. ~~Our~~The ~~business~~PCA inhad ~~each~~estimated ~~region~~that 18 isplants ~~vertically~~could be forced to close due to the inability to meet PC-~~integrated~~MACT instandards or because the ~~aggregates,~~compliance ~~asphalt~~investment ~~paving~~required ~~mix,~~may ~~and~~not ~~paving~~be ~~and~~justified ~~related~~on ~~construction~~a ~~services~~financial ~~businesses~~basis. InOur ~~addition,~~cement weplant ~~manufacture~~utilizes ~~cement,~~alternative ~~produce~~fuel ~~ready~~(hazardous and non-~~mixed~~hazardous) ~~concrete~~as well as coal, natural gas and ~~operate~~petroleum acoke ~~municipal~~and, ~~waste~~as ~~landfill~~a ~~and~~result, ~~one~~is ~~construction and~~subject ~~demolition~~to ~~debris~~the ~~landfill~~Hazardous inWaste ~~our~~Combustor ~~Central~~NESHAP ~~region~~(“HWC-MACT”) standards, werather ~~manufacture~~than ~~ready~~PC-~~mixed~~MACT ~~concrete~~standards. inAny ~~our~~future ~~West~~costs ~~region~~to ~~and~~comply wewith ~~have~~the ~~liquid~~existing ~~asphalt~~HWC-MACT ~~terminal~~standards ~~operations~~are innot expected ~~our~~to ~~East~~be ~~region~~material.

~~As a result of our vertically~~Ready-~~integrated~~Mixed ~~operations,~~Concrete our end products are generally sold downstream to contractors and shipped directly to the job site. In the year ended December 28, 2013, approximately 73% of our aggregates production was sold directly to outside customers with the remaining amount being further processed by us and sold as a downstream product.

~~Additionally,~~Ready-mixed ~~approximately~~concrete ~~83%~~is one of ~~our~~the ~~asphalt~~most ~~paving~~versatile ~~mix~~and ~~products~~widely ~~was~~used ~~installed~~materials byin ~~our~~construction ~~paving~~today. ~~and~~Its ~~related~~flexible ~~construction~~recipe ~~services~~characteristics ~~businesses~~allow for inan end product that can assume almost any color, shape, texture and strength to meet the ~~year~~many ~~ended~~requirements ~~December 28~~of end users that range from bridges, ~~2013.~~foundations, Weskyscrapers, ~~charge~~pavements, adams, ~~market~~houses, parking garages, water treatment facilities, ~~price~~airports, ~~and~~tunnels, ~~competitive~~power ~~margin~~plants, athospitals ~~each~~and ~~stage~~schools. ofThe ~~the~~versatility ~~production~~of ~~process~~ready-mixed inconcrete ~~order~~gives toengineers ~~optimize~~significant ~~profitability~~flexibility ~~across~~when ~~our~~designing ~~operations~~these projects.

~~Production~~Cement, ~~Value~~coarse ~~Chain~~aggregate, fine aggregate, water and admixtures are the primary ingredients in ready-mixed concrete. The cement and water are combined and a chemical reaction is produced called hydration. This paste or binder represents between 15 to 20% of the volume of the mix that coats each particle of aggregate and serves as the agent that binds the aggregates together, according to the National Ready Mixed Concrete Association (“NRMCA”). The aggregates represent 60 to 75% of the mix by volume, with a small portion of volume (5 to 8%) consisting of entrapped air that is generated by using air entraining admixtures. Once fully hydrated, the workable concrete will then harden and take on the shape of the form in which it was placed.

~~Customer~~The quality of a concrete mix is generally determined by the weight ratio of water to cement. Higher quality concrete is produced by lowering the water-cement ratio as much as possible without sacrificing the workability of the fresh concrete. Specialty admixtures such as high range water reducers can aid in achieving this condition without sacrificing quality.

~~Construction~~Other ~~Materials~~materials commonly used in the production of ready-mixed concrete include fly-ash, a waste by-product from coal burning power plants, silica fume, a waste by-product generated from the manufacture of silicon and ferro-silicon metals, and ground granulated blast furnace slag, a by-product of the iron and steel manufacturing process. All of these products have cemetitious properties that enhance the strength, durability and permeability of the concrete. These materials are available directly from the producer or via specialist distributors who intermediate between the ready-mixed concrete producers and the users.

WeGiven ~~are~~the ahigh ~~leading~~weight-to-value ~~provider~~ratio, delivery of ~~construction~~ready-mixed ~~materials~~concrete is typically limited to a one-hour haul from a production plant location and is further limited by a 90 minute window in ~~the~~which ~~markets~~newly-mixed weconcrete ~~serve.~~must ~~Our~~be ~~construction~~poured ~~materials~~to ~~operations~~maintain ~~are~~quality ~~composed~~and performance. As a result of the ~~aggregates~~transportation ~~production~~constraints, ~~including~~the ready-mixed concrete market is highly localized, ~~crushed~~with ~~stone~~an ~~and~~estimated ~~construction~~5,500 ~~sand~~ready-mixed ~~and gravel~~concrete plants in the United States according to the NRMCA. According to the NRMCA, 300.9 million cubic yards of ready-mixed concrete were produced in 2013, ~~hot~~which ~~mix~~is ~~asphalt~~a ~~production~~4% ~~and~~increase from the ~~production~~289.8 million cubic yards produced in 2012 but a 34% decrease from the industry peak of ~~cement~~458.3 million cubic yards in 2005.

~~Our~~Asphalt ~~Aggregates~~Paving ~~Operations~~ Mix

~~Aggregates~~Asphalt ~~Products~~paving mix is the most common roadway material used today. It is a versatile and essential building material that has been used to surface 93% of the more than 2.6 million miles of paved roadways in the United States, according to National Asphalt Pavement Association (“NAPA”).

We9 mine limestone, gravel, and other natural resources from 78 crushed stone quarries and 46 sand and gravel deposits throughout the United States. Aggregates are produced mainly from blasting hard rock from quarries and then crushing and screening it to various sizes to meet our customers’ needs. The production of aggregates also involves the extraction of sand and gravel, which requires less crushing, but still requires screening for different sizes. Aggregate production utilizes capital intensive heavy equipment which includes the use of loaders, large haul trucks, crushers, screens and other heavy equipment at quarries.

OnceTable extracted, the minerals are processed and/or crushed on site into crushed stone, concrete and masonry sand, specialized sand, pulverized lime or agricultural lime. The minerals are processed to meet customer specifications or to meet industry standard sizes. Crushed stone is used primarily in ready-mixed concrete, asphalt paving mix, and the construction of road base for highways. Contents

9Typically, asphalt paving mix is placed in three distinct layers to create a flexible pavement structure. These layers consist of a base course, an intermediate or binder course, and a surface or wearing course. These layers vary in thicknesses of three to six inches for base mix, two to four inches for intermediate mix and one to two inches for surface mix.

~~Transportation~~According ~~costs~~to ~~are~~NAPA, athe ~~major~~components ~~variable in determining aggregate pricing and marketing radius. The cost~~ of ~~transporting~~asphalt ~~aggregate~~paving ~~products~~mix ~~from~~by ~~the~~weight ~~plant~~are toapproximately ~~the~~95% ~~market~~aggregates ~~often~~and ~~equates~~5% toasphalt cement, ora ~~exceeds~~petroleum ~~the~~based ~~sale~~product ~~price~~that ofserves ~~the~~as ~~products at~~ the ~~plant~~binder. AsThe aingredients ~~result~~are ofthen ~~high~~metered, ~~transportation~~mixed ~~costs~~ and ~~the~~heated ~~large quantities of bulk material that have~~ to be ~~shipped,~~a ~~finished~~temperature ~~products~~in ~~are~~excess ~~typically marketed locally. High transportation costs are responsible for the wide dispersion~~ of ~~production~~300°F ~~sites.~~before ~~Where~~being ~~possible,~~placed ~~construction~~in ~~material~~a ~~producers~~truck ~~maintain~~and ~~operations~~delivered ~~adjacent~~ to ~~highly~~the ~~populated areas~~jobsite tofor ~~reduce~~final ~~transportation costs and enhance margins~~placement.

~~However,~~Asphalt ~~more~~pavement ~~recently,~~is ~~rising~~generally ~~land~~100% ~~values~~recyclable ~~combined~~and ~~with~~reusable ~~local environmental~~and ~~concerns~~is ~~are~~the ~~forcing~~most ~~production~~reused ~~sites~~and torecycled ~~move~~pavement ~~further~~material ~~away~~in ~~from~~ the ~~end-use~~United ~~locations~~States. Reclaimed ~~Our~~asphalt ~~extensive~~pavement ~~network~~can be incorporated into new pavement at replacement rates in excess of ~~quarries,~~30% ~~plants~~depending upon the mix and ~~facilities,~~the ~~located~~application ~~throughout~~of ~~our~~the ~~three~~product. ~~regions~~We ~~enables~~actively usengage toin ~~have~~the arecycling ~~nearby~~of ~~operation~~previously toused ~~meet~~asphalt ~~the~~pavement and concrete. ~~needs~~This ofmaterial ~~customers~~is crushed and repurposed in ~~each~~the construction cycle. Approximately 68.3 million tons of ~~our~~used ~~markets~~asphalt is recycled annually by the industry according to a December 2013 National Asphalt Pavement Association survey.

~~Aggregates~~The ~~Markets~~use of warm mix asphalt (“WMA”) or “green” asphalt is gaining popularity. The immediate benefit to producing WMA is the reduction in energy consumption required by burning fuels to heat traditional hot mix asphalt (“HMA”) to temperatures in excess of 300°F at the production plant. These high production temperatures are needed to allow the asphalt binder to become viscous enough to completely coat the aggregate in the HMA, have good workability during laying and compaction, and durability during traffic exposure. According to the Federal Highway Administration, WMA can reduce the temperature by 50 to 70°F, resulting in lower emissions, fumes and odors generated at the plant and the paving site.

~~The~~According ~~cost~~to ofNAPA, ~~transportation~~there ~~from~~are ~~each~~approximately ~~quarry~~4,000 ~~and~~asphalt ~~the~~paving ~~proximity~~mix ofplants ~~competitors~~in ~~are~~the ~~key~~United ~~factors~~States ~~that~~and ~~determine~~an ~~the~~estimated ~~effective~~350.7 million ~~market~~tons ~~area for~~of ~~each~~asphalt ~~quarry.~~paving ~~Each~~mix ~~quarry~~was ~~location~~produced isin ~~unique~~2013 ~~with~~which ~~regards~~was tobroadly ~~demand~~in ~~for~~line ~~each~~with ~~product,~~the ~~proximity~~estimated to360.3 million ~~competition~~tons ~~and~~produced ~~distribution~~in ~~network~~2012.

~~Aggregates~~Our ~~Reserves~~Operations

~~Our~~We ~~current~~operate ~~estimate~~our ofconstruction ~~1.6~~materials ~~billion~~and ~~tons~~products ofand ~~proven~~paving and ~~probable~~ ~~reserves~~related ofservices ~~recoverable~~businesses ~~stone,~~through local operations and ~~sand~~marketing teams, which work closely with our end customers to deliver the products and ~~gravel~~services ofthat ~~suitable~~meet ~~quality~~each customer’s specific needs for ~~economic~~a ~~extraction~~project. isWe ~~based~~believe onthat ~~drilling~~this ~~and~~strong ~~studies~~local bypresence ~~geologists~~gives ~~and~~us ~~engineers,~~a ~~recognizing~~competitive ~~reasonable~~advantage ~~economic~~by ~~and~~keeping ~~operating~~our ~~restraints~~costs aslow and allowing us to ~~maximum~~obtain ~~depth~~a ~~of extraction~~unique ~~and~~understanding ~~permit~~for orthe ~~other~~evolving ~~restrictions~~needs of our customers.

~~Reported~~We ~~proven~~have ~~and~~operations ~~probable~~in ~~reserves~~17 ~~include~~U.S. ~~only~~states ~~quantities~~and ~~that~~in ~~are~~British Columbia, ~~owned~~Canada. Our business in ~~fee~~ oreach ~~under~~region ~~lease,~~is ~~and~~vertically-integrated. We supply aggregates internally for ~~which~~the ~~all~~production ~~required~~of ~~zoning~~cement, ready-mixed concrete and ~~permitting~~asphalt ~~have~~paving ~~been~~mix ~~obtained~~and a significant portion of our asphalt paving mix is used internally by our paving and related services businesses. OfIn the ~~1.6~~year ~~billion~~ended ~~tons~~December 27, 2014, approximately 70% of ~~proven~~our aggregates production was sold directly to outside customers with the remaining amount being further processed by us and ~~probable~~sold ~~aggregates~~as ~~reserves,~~a downstream 1product.0 ~~billion~~In addition, orwe ~~63%,~~operate ~~are~~a ~~located~~municipal onwaste ~~owned~~landfill ~~land~~and a construction and ~~0.6~~demolition ~~billion~~debris ~~are~~landfill ~~located~~in onour ~~leased~~Central ~~land~~region, and we have liquid asphalt terminal operations in our East region.

~~Aggregates~~Approximately ~~Sales~~82% of our asphalt paving mix was installed by our paving and ~~Marketing~~related services businesses in the year ended December 27, 2014. We charge a market price and competitive margin at each stage of the production process in order to optimize profitability across our operations. Our production value chain is illustrated as follows:

LOGO

~~Each~~10 of our aggregates operations is responsible for the sale and marketing of its aggregates products. Approximately 73% of our aggregates production is sold directly to outside customers and the remaining amount is further processed by us and sold as a downstream product. Even though aggregates are a commodity product, we work to optimize pricing depending on the site location, availability of particular product, customer type, project type and haul cost. We sell aggregates to internal downstream operations at market prices.

AggregatesTable Competition of Contents

~~The~~Construction ~~U.S.~~Materials aggregate industry is highly fragmented with numerous participants operating in localized markets. The January 2013 USGS reported that a total of 1,550 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2012 in the United States. This fragmentation is a result of the cost of transporting aggregates, which typically limits producers to a market area within approximately 40 miles of their production facilities.

~~The~~We ~~primary~~are ~~national~~a ~~players are~~leading ~~large~~provider ~~vertically~~of ~~integrated~~construction ~~companies,~~materials ~~including~~in ~~Vulcan~~the ~~Materials~~markets ~~Company,~~we ~~Martin~~serve. ~~Marietta~~Our ~~Materials,~~construction ~~Inc.,~~materials ~~CRH~~operations ~~plc,~~are ~~Heidelberg~~composed of aggregates production, ~~Lafarge~~including crushed stone and ~~Cemex,~~construction ~~S.A.B.~~sand deand ~~C.V.~~gravel, ~~with~~cement aand ~~combined~~ready-mixed ~~estimated~~concrete ~~market~~production ~~share~~and ofasphalt ~~approximately~~paving ~~30%~~mix production.

~~Competitors~~Our byAggregates ~~region~~Operations ~~include:~~

~~Central—Martin~~Aggregates ~~Marietta,~~Products ~~CRH plc, Holcim and various local suppliers.~~

~~West—CRH~~We mine ~~plc~~limestone, ~~Heidelberg~~gravel, ~~Cement~~and ~~plc~~other natural resources from 84 crushed stone quarries and 50 sand and gravel deposits throughout the United States and in British Columbia, ~~Martin~~Canada. ~~Marietta~~Aggregates are produced mainly from blasting hard rock from quarries and then crushing and screening it to various ~~local~~sizes ~~suppliers~~to meet our customers’ needs. The production of aggregates also involves the extraction of sand and gravel, which requires less crushing, but still requires screening for different sizes. Aggregate production utilizes capital intensive heavy equipment which includes the use of loaders, large haul trucks, crushers, screens and other heavy equipment at quarries.

~~East—CRH~~Once ~~plc~~extracted, ~~Heidelberg~~the ~~Cement~~minerals ~~plc~~are processed and/or crushed on site into crushed stone, ~~Vulcan~~concrete and ~~various~~masonry ~~local~~sand, ~~suppliers~~specialized sand, pulverized lime or agricultural lime. The minerals are processed to meet customer specifications or to meet industry standard sizes. Crushed stone is used primarily in ready-mixed concrete, asphalt paving mix, and the construction of road base for highways.

WeOur ~~believe~~extensive wenetwork ~~have~~of ~~a strong competitive advantage in aggregates through our well located reserves in key markets~~quarries, ~~high~~plants ~~quality reserves~~ and ~~our logistic networks. We further share and implement best practices relating to strategy~~facilities, ~~sales~~located ~~and~~throughout ~~marketing,~~our ~~production,~~three ~~safety~~regions, ~~and~~enables ~~environmental~~us ~~and~~to ~~land~~have ~~management. As~~ a ~~result~~nearby ofoperation ~~our vertical integration and local market knowledge, we~~to ~~have~~meet ~~a strong understanding of~~ the needs of ~~our aggregates~~ customers. ~~Finally, our companies have a reputation for responsible environmental stewardship and land restoration, which assists us~~ in ~~obtaining~~each ~~new~~of ~~permits~~our ~~and new reserves~~markets.

10Aggregates Reserves

Our ~~Cement~~December 27, ~~Operations~~2014 estimate of 2.1 billion tons of proven and probable reserves of recoverable stone, and sand and gravel of suitable quality for economic extraction is based on drilling and studies by geologists and engineers, recognizing reasonable economic and operating restraints as to maximum depth of extraction and permit or other restrictions.

~~Cement~~Reported ~~Products~~proven and probable reserves include only quantities that are owned or under lease, and for which all required zoning and permitting have been obtained. Of the 2.1 billion tons of proven and probable aggregates reserves, 1.1 billion, or 51%, are located on owned land and 1.0 billion are located on leased land.

WeAggregates ~~operate~~Sales ~~a highly-efficient, technologically-advanced integrated cement manufacturing~~ and ~~distribution~~Marketing system located near Hannibal, Missouri, 100 miles north of St. Louis along the Mississippi River. We also operate an on-site waste fuel processing facility, which can reduce fuel costs for the plant by up to 50%. Our cement plant is one of only 12 with hazardous waste fuel facilities permitted and operating out of 98 total cement plants in the United States. Our cement plant’s potential capacity is 1.25 million tons per annum and is in substantial compliance with the 2013 NESHAP pollution limits for cement plants, in advance of the effective date.

~~Cement~~The ~~Markets~~cost of transportation from each quarry and the proximity of competitors are key factors that determine the effective market area for each quarry. Each quarry location is unique with regards to demand for each product, proximity to competition and distribution network. Each of our aggregates operations is responsible for the sale and marketing of its aggregates products. Approximately 70% of our aggregates production is sold directly to outside customers and the remaining amount is further processed by us and sold as a downstream product. Even though aggregates are a commodity product, we work to optimize pricing depending on the site location, availability of particular product, customer type, project type and haul cost. We sell aggregates to internal downstream operations at market prices.

~~Cement~~Aggregates isCompetition a product that is costly to transport over land. Consequently, the radius within which a typical cement plant is competitive extends for no more than 150 miles. Cement is distributed to local customers primarily by truck from our plant and distribution terminals in St. Louis, Missouri and Bettendorf, Iowa. We also transport cement by inland barges on the Mississippi River to our storage and distribution terminals. Continental Cement’s markets include eastern Missouri, southeastern Iowa and central/northwestern Illinois.

~~Cement~~The ~~Sales~~U.S. aggregate industry is highly fragmented with numerous participants operating in localized markets. The February 2014 U.S. Geological Survey reported that a total of 1,550 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2013 in the United States. This fragmentation is a result of the cost of transporting aggregates, which ~~Marketing~~typically limits producers to a market area within approximately 40 miles of their production facilities.

~~Continental~~The ~~Cement’s~~primary ~~customers~~national players are ~~ready~~large vertically-~~mixed~~integrated ~~concrete~~companies, ~~and~~including ~~concrete~~Vulcan ~~products~~Materials ~~producers~~Company, ~~and~~Martin ~~contractors within~~Marietta ~~its~~Materials, ~~markets~~Inc., ~~Sales~~CRH ~~are~~plc, ~~made~~Heidelberg, onLafarge ~~the~~North ~~basis~~America ofInc. ~~competitive prices in each market~~ and Cemex, asS.A.B. isde ~~customary in the industry~~C.V., wethat dohave ~~not~~a ~~typically~~combined ~~enter~~estimated ~~into~~market ~~long-term~~share ~~sales~~of approximately ~~contracts~~30%.

~~Cement~~Competitors ~~Competition~~by region include:

~~Construction~~• ofWest—CRH ~~cement~~plc, ~~production~~Heidelberg ~~facilities~~Cement isplc, ~~highly~~Martin ~~capital intensive and requires long lead times to complete engineering design~~Marietta, ~~obtain regulatory permits~~CEMEX, ~~acquire equipment and construct a plant~~S. ~~Most U~~A.SB. ~~cement~~de ~~producers are owned by large foreign companies operating in multiple international markets~~C. ~~Continental Cement’s largest competitors are Holcim (US) Inc~~V., Lafarge ~~North America Inc., Buzzi Unicem USA, Inc.~~ and ~~Eagle~~various ~~Materials Inc.~~local ~~Competitive factors include price, reliability of deliveries, location, quality of cement and support services~~suppliers. With a new cement plant, on-site raw material aggregate supply, a network of cement terminals, and longstanding customer relationships, we believe we are well positioned to serve our customers vis-à-vis our competitors.

~~Our~~• ~~Ready-mixed Concrete~~Central—Martin ~~Operations~~Marietta Materials, Inc., CRH plc, Holcim (US) Inc. and various local suppliers.

~~Ready-mixed~~• ~~Concrete~~East—CRH ~~Products~~plc, Heidelberg Cement plc, Vulcan Materials Company and various local suppliers.

We believe ~~our~~we ~~Central~~have ~~and~~a ~~West~~strong ~~regions~~competitive ~~are~~advantage ~~leaders~~ in ~~the~~aggregates ~~supply~~through ofour ~~ready-mixed~~well ~~concrete~~located reserves in ~~their~~key ~~respective~~ markets~~. Our Central region supplies concrete to the Wichita~~, ~~Kansas~~high ~~and~~quality ~~Columbia,~~reserves ~~Missouri markets~~ and our ~~surrounding~~logistic ~~areas~~networks. ~~The~~We ~~West~~further ~~region~~share ~~has~~and ~~ready-mixed~~implement ~~concrete~~best ~~operations~~practices inrelating ~~the~~to ~~Salt Lake Valley~~safety, ~~Utah~~strategy, ~~Twin~~sales ~~Falls, Idaho~~ and ~~Grand Junction~~marketing, Colorado markets. We produce ready-mixed concrete by blending aggregates, cement, chemical admixtures in various ratios and water at our concrete production plants and placing the resulting product in ready-mixed concrete trucks where it is then delivered to our customers.

~~Our~~11 aggregates business serves as the primary source of the raw materials for our concrete production, functioning essentially as a supplier to our ready-mixed concrete operations. Different types of concrete include lightweight concrete, high performance concrete, self compacting/consolidating concrete and architectural concrete and are used in a variety of activities ranging from building construction to highway paving.

WeTable operate 16 ready-mixed concrete plants and 141 concrete delivery trucks in the Central region. We also operate 30 ready-mixed concrete plants and 319 concrete delivery trucks in the West region, including the assets obtained in the January 17, 2014 acquisition of Alleyton. Contents

~~Ready-mixed~~ production, ~~Concrete~~and ~~Competition~~environmental and land management. As a result of our vertical integration and local market knowledge, we have a strong understanding of the needs of our aggregates customers. In addition, our companies have a reputation for responsible environmental stewardship and land restoration, which assists us in obtaining new permits and new reserves.

~~Ready-mixed~~Our ~~concrete~~Cement ~~production~~Operations requires relatively small amounts of capital to build a concrete batching plant and acquire delivery trucks. As a result, in each local market, we face competition from numerous small producers, as well as other large vertically integrated companies with facilities in multiple markets. There are approximately 5,500 ready-mixed concrete plants in the United States, and in 2012 the United States ready-mixed industry produced approximately 291 million cubic yards of ready-mixed concrete according to the NRMCA.

~~Our~~Cement ~~ready-mixed~~Products ~~concrete operations compete with CRH plc in Utah and Colorado and various other privately owned competitors in other parts of the Central and West regions.~~

11We operate a highly-efficient, technologically-advanced integrated cement manufacturing and distribution system located near Hannibal, Missouri, 100 miles north of St. Louis along the Mississippi River. We also operate an on-site waste fuel processing facility, which can reduce fuel costs for the plant by up to 50%. Our cement plant is one of only 12 with hazardous waste fuel facilities permitted and operating out of 98 total cement plants in the United States. Our cement plant’s potential capacity is 1.25 million tons per annum. Our cement plant is subject to the HWC-MACT standards. See “—Our Industry—Cement.”

~~Competition~~Cement ~~among~~Markets ready-mixed concrete suppliers is generally based on product characteristics, delivery times, customer service and price. Product characteristics such as tensile strength, resistance to pressure, durability, set times, ease of placing, aesthetics, workability under various weather and construction conditions as well as environmental effect are the main criteria that our customers consider for selecting their product. Our quality assurance program produces results in excess of design strengths while optimizing material costs. Additionally, we believe our strategic network of locations and superior customer service gives us a competitive advantage relative to other producers.

Cement is a product that is costly to transport. Consequently, the radius within which a typical cement plant is competitive extends for only up to 150 miles from any shipping/distribution point. Cement is distributed to local customers primarily by truck from our Hannibal plant and distribution terminals in St. Louis, Missouri and Bettendorf, Iowa. We also transport cement by inland waterway barges on the Mississippi River to our storage and distribution terminals. In 2014, approximately 8% of our cement sales were delivered by barge. Our ~~Asphalt~~location ~~Paving~~on ~~Mix~~the ~~Operations~~Mississippi River extends our market beyond the typical 150 miles, as barge transport is more cost effective than trucking or moving by rail. Our traditional markets include eastern Missouri, southeastern Iowa and central/northwestern Illinois.

~~Asphalt~~Cement ~~Paving~~Sales ~~Mix~~and ~~Products~~Marketing

Our ~~asphalt~~cement ~~paving~~customers ~~mix products~~ are ~~produced by~~ready-mixed ~~first~~concrete ~~heating~~and ~~carefully~~concrete ~~measured~~products ~~amounts~~producers ofand ~~aggregates~~contractors atwithin ~~high~~our ~~temperatures to remove the moisture from the materials in an asphalt paving mix plant~~markets. AsSales ~~the aggregates~~ are ~~heated,~~made ~~liquid asphalt is then introduced to coat the aggregates. Depending~~ on the ~~specifications~~ basis of acompetitive ~~particular~~prices ~~mix,~~in ~~recycled~~each ~~asphalt~~market ~~may be added to the mix, which lowers the production costs. The aggregates used for our production of these products are generally supplied from our quarries or sand~~ and ~~gravel plants. The ingredients are metered~~, ~~mixed~~as ~~and~~is ~~brought~~customary ~~up to a temperature~~ in ~~excess~~the ofindustry, ~~300°F~~we ~~before~~do ~~being~~not ~~placed~~typically inenter ainto ~~truck~~long-term ~~and~~sales ~~delivered to the jobsite for final placement~~contracts.

WeCement ~~operate~~Competition ~~five asphalt paving mix plants in the Central region, 22 plants in the West region and 15 plants in the East region. 95% of our plants can utilize recycled asphalt pavement.~~

~~Asphalt~~Construction ~~Paving~~of ~~Mix~~cement ~~Markets~~production facilities is highly capital intensive and requires long lead times to complete engineering design, obtain regulatory permits, acquire equipment and construct a plant. Most U.S. cement producers are owned by large foreign companies operating in multiple international markets. Our largest competitors include Holcim (US) Inc., and Lafarge North America Inc., whose parent companies announced a merger plan in April 2014 that would create the world’s largest cement maker, in addition to Buzzi Unicem USA, Inc. and Eagle Materials Inc. Competitive factors include price, reliability of deliveries, location, quality of cement and support services. With a new cement plant, on-site raw material aggregate supply, a network of cement terminals, and longstanding customer relationships, we believe we are well positioned to serve our customers.

~~Asphalt~~Our paving mix is generally applied at high temperatures. Prolonged exposure to air causes the mix to lose temperature and harden. Therefore, delivery is typically within close proximity to the asphalt paving mix plant. Local market demand, proximity to competition, transportation costs and supply of aggregates and liquid asphalt vary widely from market to market. Most of our hot mix asphalt operations use a combination of companyReady-~~owned~~mixed ~~and~~Concrete ~~hired~~Operations ~~haulers to deliver materials to job sites.~~

~~Asphalt Paving~~Ready-mixed ~~Mix~~Concrete ~~Sales~~Products ~~and Marketing~~

~~Approximately~~We ~~83%~~believe ofour ~~the~~West ~~asphalt~~and ~~paving~~Central ~~mix~~regions weare ~~produce~~leaders isin ~~installed~~the bysupply ~~our~~of ~~own~~ready-mixed ~~paving crews~~concrete in their respective markets. The ~~rest~~West isregion ~~sold~~has ready-mixed onconcrete aoperations ~~per~~in ~~ton~~the ~~basis~~Houston toand ~~road~~Midland/Odessa, ~~contractors~~Texas, ~~for~~Salt ~~the~~Lake ~~construction~~Valley, ofUtah, ~~roads~~Twin Falls, ~~driveways~~Idaho and ~~parking~~Grand ~~lots~~Junction, asColorado ~~well~~markets. asOur ~~directly~~Central region supplies ready-mixed concrete to ~~state~~the ~~departments~~Wichita, ofKansas ~~transportation~~and Columbia, Missouri markets and ~~local~~surrounding ~~authorities~~areas. We produce ready-mixed concrete by blending aggregates, cement, chemical admixtures in various ratios and water at our concrete production plants.

~~Asphalt~~Our ~~Paving~~aggregates ~~Mix~~business ~~Competition~~serves as the primary source of the raw materials for our concrete production, functioning essentially as a supplier to our ready-mixed concrete operations. Different types of concrete include lightweight concrete, high performance concrete, self-compacting/consolidating concrete and architectural concrete and are used in a variety of activities ranging from building construction to highway paving.

~~According~~We tooperated ~~the~~41 ~~National~~ready-mixed ~~Asphalt~~concrete ~~Pavement~~plants ~~Association,~~and ~~there~~375 ~~are~~concrete ~~approximately~~delivery ~~4,000~~trucks ~~asphalt paving mix plants~~ in the ~~United~~West ~~States~~ region and ~~an estimated 360~~23 ~~million~~ready-mixed ~~tons~~concrete ofplants ~~asphalt paving mix was produced in 2012. Our asphalt paving mix operations compete with CRH plc~~ and ~~other~~229 ~~local~~concrete ~~suppliers~~delivery trucks in ~~each~~the ofCentral ~~our~~region ~~three~~as ~~regions. Based on availability~~ of ~~internal aggregate supply~~December 27, ~~quality, operating efficiencies, and location advantages, we believe we are well-positioned vis-à-vis our competitors~~2014.

~~Asphalt~~12 ~~Paving and Related Construction Services~~

AsTable part of our vertical integration strategy, we provide asphalt and concrete paving and related construction services to both the public infrastructure and private sectors as either a prime or sub-contractor. These services complement our heavy construction materials business by providing a reliable downstream outlet, in addition to our external distribution channels. Contents

~~Our~~Ready-mixed ~~asphalt~~Concrete ~~paving~~Competition and construction services businesses bid on both public infrastructure and private construction projects in their respective local markets. We only provide construction services operations as a complement to our heavy construction materials operation, which we believe is a major competitive strength. Factors affecting competitiveness in this business segment include price, estimating abilities, knowledge of local markets and conditions, project management, financial strength, reputation for quality and the availability of machinery and equipment.

~~Our~~Ready-mixed ~~contracts~~concrete ~~with~~production ~~our~~requires ~~customers~~relatively ~~are~~small ~~primarily~~amounts ~~“fixed~~of ~~unit~~capital ~~price”~~to orbuild ~~“fixed~~a ~~price.”~~concrete ~~Under~~batching ~~fixed~~plant ~~unit~~and ~~price~~acquire ~~contracts, we~~delivery ~~provide~~trucks. ~~materials~~As a orresult, ~~services~~in ateach ~~fixed~~local ~~unit prices (for example~~market, ~~dollars~~we ~~per~~face ~~ton~~competition offrom ~~asphalt~~numerous ~~placed).~~small ~~While~~producers, ~~the~~as ~~fixed~~well ~~unit~~as ~~price~~other ~~contract~~large ~~shifts~~vertically-integrated ~~the~~companies ~~risk~~with offacilities ~~estimating~~in ~~the~~multiple ~~quantity~~markets. ofThere ~~units~~are ~~required~~approximately ~~for a particular project to the customer~~5,500 ~~any increase~~ready-mixed inconcrete ~~our~~plants ~~unit cost over the expected unit cost~~ in the ~~bid~~United States, ~~whether~~and ~~due to inflation, inefficiency, errors~~ in ~~our~~2013 ~~estimates~~the orU.S. ~~other~~ready-mixed ~~factors,~~concrete isindustry ~~borne~~produced byapproximately ~~us unless otherwise provided in the contract~~300.9 million ~~Most~~cubic yards of ~~our~~ready-mixed ~~contracts~~concrete ~~contain~~according ~~escalators for~~to ~~increases~~the ~~in liquid asphalt prices~~NRMCA.

12Our ready-mixed concrete operations compete with CEMEX, S.A.B. de C.V. in Texas and CRH plc in Utah and Colorado and various other privately owned competitors in other parts of the West and Central regions.

~~Customers~~Competition among ready-mixed concrete suppliers is generally based on product characteristics, delivery times, customer service and price. Product characteristics such as tensile strength, resistance to pressure, durability, set times, ease of placing, aesthetics, workability under various weather and construction conditions as well as environmental effect are the main criteria that our customers consider for selecting their product. Our quality assurance program produces results in excess of design strengths while optimizing material costs. Additionally, we believe our strategic network of locations and superior customer service gives us a competitive advantage relative to other producers.

Our ~~business~~Asphalt isPaving ~~not~~Mix ~~dependent~~Operations on any single customer or a few customers. Therefore, the loss of any single or particular small number of customers would not have a material adverse effect on any individual respective market in which we operate or on us as a whole. No individual customer accounted for more than 10% of our 2013 revenue.

~~Seasonality~~Asphalt Paving Mix Products

~~Use~~Our ~~and consumption~~asphalt ofpaving ~~our~~mix products ~~fluctuate~~are ~~due~~produced toby ~~seasonality.~~first ~~Nearly~~heating ~~all~~carefully ofmeasured ~~the~~amounts ~~products~~of ~~used~~aggregates byat ~~us,~~high ~~and~~temperatures byto ~~our~~remove ~~customers,~~the moisture infrom the ~~public~~materials ~~infrastructure~~in oran ~~private~~asphalt ~~construction~~paving ~~industry~~mix ~~are used outdoors~~plant. ~~Our~~As ~~highway~~the ~~operations~~aggregates ~~and production and distribution facilities~~ are ~~also located outdoors. Therefore~~heated, ~~seasonal~~liquid ~~changes~~asphalt ~~and~~is ~~other~~then ~~weather-related~~introduced ~~conditions,~~to incoat ~~particular~~the ~~extended~~aggregates. ~~rainy~~Depending ~~and~~on ~~cold weather in~~ the ~~spring~~specifications ~~and~~of ~~fall~~a ~~and~~particular ~~major weather events~~mix, ~~such~~recycled asasphalt ~~hurricanes,~~may ~~tornadoes, tropical~~be ~~storms~~added ~~and~~to ~~heavy~~the ~~snows~~mix, ~~can~~which lowers ~~adversely~~the ~~affect~~production ~~our~~costs. ~~business~~The ~~and~~aggregates ~~operations~~used ~~through~~for aproduction ~~decline in both the use~~ of ~~our~~these products ~~and~~are ~~demand~~generally ~~for~~supplied from our ~~services.~~quarries Inor ~~addition,~~sand ~~the construction materials business production~~ and ~~shipment~~gravel ~~levels~~plants. ~~follow activity~~The iningredients ~~the~~are ~~construction industry~~metered, ~~which~~mixed ~~typically occurs in the spring, summer~~ and ~~fall.~~brought ~~Warmer~~up ~~and~~to ~~drier~~a ~~weather~~temperature ~~during~~in ~~the~~excess ~~second and third quarters~~ of ~~our~~300°F ~~fiscal~~before being ~~year~~placed ~~typically result~~ in ~~higher~~a ~~activity~~truck and ~~revenue~~delivered ~~levels~~to ~~during~~the ~~those quarters.~~jobsite ~~The~~for ~~first~~final ~~quarter of our fiscal year has typically lower levels of activity due to weather conditions~~placement.

~~Backlog~~As of December 27, 2014, we operated 20 asphalt paving mix plants in the West region, five plants in the Central region and 14 plants in the East region. Approximately 93% of our plants can utilize recycled asphalt pavement.

~~Our~~Asphalt ~~products~~Paving ~~are~~Mix ~~generally~~Sales ~~delivered~~and ~~upon~~Marketing receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers.

~~Our~~Approximately ~~construction~~82% ~~services backlog represents our estimate~~ of the ~~revenue~~asphalt ~~that~~paving ~~will~~mix bewe ~~realized~~produce ~~under~~is ~~the~~installed ~~portion~~by ofour ~~the~~own ~~construction contracts~~paving ~~remaining~~crews. toThe berest ~~performed.~~is Wesold ~~generally~~on ~~include~~ a ~~project~~per inton ~~our~~basis ~~contract~~to ~~backlog~~road contractors atfor the ~~time~~construction ~~a contract is awarded and funding is in place. Many~~ of ~~our~~roads, ~~construction~~driveways ~~services are awarded~~ and ~~completed~~parking ~~within one year and~~lots, ~~therefore,~~as ~~may not~~well beas ~~reflected~~directly into ~~our~~state ~~beginning~~departments ~~or ending contract backlog. Substantially all~~ of ~~the~~transportation ~~contracts~~and inlocal ~~our contract backlog may be canceled or modified at the customer’s discretion~~agencies. ~~However, we have not been materially adversely affected by contract cancellations or modifications in the past.~~

AsAsphalt aPaving ~~vertically-integrated~~Mix ~~business,~~Competition approximately 27% of our aggregates production is further processed and sold as a downstream product, such as asphalt paving mix or ready-mixed concrete, or used in our construction services business. Approximately 83% of the asphalt paving mix we produce is installed by our own paving crews. A period over period increase or decrease of backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period. The following table sets forth, by product, our backlog as of the indicated dates:

	December 28,2013		December 29,2012		December 31,2011
(in thousands)
Aggregate (in tons)		5,153		3,881		2,905
Ready-mixed concrete (in cubic yards)		138		155		259
Asphalt (in tons)		2,387		2,314		2,267
Construction services	$	359,263	$	288,673	$	329,802

According to NAPA, there are approximately 4,000 asphalt paving mix plants in the United States and an estimated 350.7 million tons of asphalt paving mix was produced in 2013. Our asphalt paving mix operations compete with CRH plc and other local suppliers in each of our three regions. Based on availability of internal aggregate supply, quality, operating efficiencies, and location advantages, we believe we are well positioned vis-à-vis our competitors.

~~Intellectual~~Asphalt ~~Property~~paving mix is generally applied at high temperatures. Prolonged exposure to air causes the mix to lose temperature and harden. Therefore, delivery is typically within close proximity to the asphalt paving mix plant. Local market demand, proximity to competition, transportation costs and supply of aggregates and liquid asphalt vary widely from market to market. Most of our asphalt operations use a combination of company-owned and hired haulers to deliver materials to job sites.

WeAsphalt doPaving ~~not~~and ~~own~~Related orServices ~~have a license or other rights under any patents that are material to any of our businesses.~~

~~Employees~~As part of our vertical integration strategy, we provide asphalt paving and related services to both the private and public infrastructure sectors as either a prime or sub-contractor. These services complement our construction materials and products businesses by providing a reliable downstream outlet, in addition to our external distribution channels.

AsOur ofasphalt ~~December 28,~~paving ~~2013,~~and werelated ~~had~~services ~~approximately~~businesses ~~3,300 employees~~bid ofon ~~whom~~both ~~approximately~~private ~~75.0%~~construction ~~were hourly workers~~ and ~~the~~public ~~remainder~~infrastructure ~~were~~projects ~~full~~in ~~time~~their ~~salaried~~respective local ~~employees~~markets. ~~Because~~We ofonly ~~the~~provide ~~seasonal~~paving ~~nature~~and ofrelated ~~our~~services ~~industry,~~operations ~~many~~as ofa ~~our~~complement ~~hourly~~to ~~and~~our ~~certain~~construction ofmaterials ~~our~~operation, ~~full~~which ~~time~~we ~~employees~~believe ~~are~~is ~~subject~~a tomajor ~~seasonal~~competitive ~~layoffs~~strength. ~~The~~ ~~scope~~Factors ofaffecting ~~layoffs~~competitiveness ~~varies~~in ~~greatly~~this ~~from~~business ~~season~~segment toinclude price, ~~season~~estimating asabilities, ~~they~~knowledge ~~are~~of ~~predominantly~~local amarkets ~~function~~and ofconditions, ~~the~~project ~~type~~management, offinancial ~~projects~~strength, inreputation ~~process~~for quality and the ~~weather~~availability ~~during~~of ~~the~~machinery ~~late~~and ~~fall through early spring~~equipment.

~~Approximately~~Contracts ~~6.8%~~with of our ~~hourly~~customers ~~employees~~ are ~~union~~primarily ~~members~~fixed ~~and~~unit ~~approximately~~price 0or fixed price.4% ofUnder ~~our~~fixed ~~full~~unit ~~time~~price ~~salaried~~contracts, ~~employees~~we ~~are~~provide ~~union~~materials or services ~~members~~at fixed unit prices (for example, dollars per ton of asphalt placed). WeWhile ~~believe~~the wefixed ~~enjoy~~unit price contract shifts the risk of estimating the quantity of units required for a ~~satisfactory~~particular ~~working~~project ~~relationship~~to ~~with~~the customer, any increase in our ~~employees~~unit ~~and~~cost ~~their~~over ~~unions~~the bid amount, whether due to inflation, inefficiency, errors in our estimates or other factors, is borne by us unless otherwise provided in the contract. Most of our contracts contain escalators for increases in liquid asphalt prices.

EnvironmentalTable andof Government Regulation Contents

~~Our~~Customers operations are subject to federal, state and local laws and regulations relating to the environment and to health and safety, including noise, discharges to air and water, waste management including the management of hazardous waste used as a fuel substitute at our Hannibal, Missouri cement kiln, remediation of contaminated sites, mine reclamation, operation of landfills, dust control and zoning and permitting. While we believe our operations are in substantial compliance with applicable requirements, there can be no assurance that compliance costs will not be significant.

InOur ~~addition,~~business ~~our~~is ~~operations~~not ~~are~~dependent ~~subject~~on toany ~~environmental,~~single ~~zoning~~customer ~~and~~or ~~land~~a ~~use~~few ~~regulations and require numerous governmental approvals and permits~~customers. ~~Environmental operating permits are subject to modification~~Therefore, ~~renewal and revocation and can require us to make capital, maintenance and operational expenditures to comply with~~ the ~~applicable~~loss ~~requirements.~~of ~~Although~~any ~~not~~single ~~expected to be a significant impediment, stricter laws and regulations,~~ or ~~more~~particular ~~stringent~~small ~~interpretations~~number of customers ~~existing~~would ~~laws~~not orhave ~~regulations,~~a ~~may~~material ~~impose~~adverse ~~new~~effect ~~liabilities~~ on ~~us,~~any ~~reduce~~individual ~~operation~~respective ~~hours,~~market ~~require additional investment by us~~ in ~~pollution~~which ~~control~~we ~~equipment~~operate or ~~impede~~ ~~our~~on ~~opening~~us ~~new~~as ora ~~expanding existing plants or facilities~~whole. WeNo ~~regularly~~individual ~~monitor~~customer ~~and~~accounted ~~review our operations, procedures and policies~~ for ~~compliance~~more ~~with~~than ~~existing~~10% ~~environmental laws and regulations, changes in interpretations~~ of ~~existing laws and enforcement policies, new laws that are adopted, and new requirements that we anticipate will be adopted that could affect~~ our ~~operations~~2014 revenue.

~~For~~Seasonality our operations, we are subject to zoning requirements and permit limitations. Applicable permits may include conditional use permits to allow us to operate in certain areas absent zoning approval and operational permits governing particulate matter and storm water management and control. In addition, we are often required to obtain bonding for future reclamation costs, most commonly specific to restorative grading and seeding of disturbed surface areas.

~~Multiple~~Use ~~permits~~and ~~are~~consumption ~~required~~of toour products ~~operate~~fluctuate ~~our~~due ~~cement~~to ~~plant~~seasonality. ~~Like~~Nearly ~~others~~all inof the ~~cement~~products ~~business~~used by us, weand ~~expend substantial~~by ~~amounts~~our tocustomers, ~~comply~~in ~~with~~the ~~these~~private ~~environmental~~construction ~~laws~~or public infrastructure industries are used outdoors. Our highway operations and ~~regulations~~production and ~~permit~~distribution ~~limitations~~facilities are also located outdoors. Therefore, ~~which~~seasonal ~~include~~changes ~~amounts~~and ~~for~~other ~~pollution~~weather-related ~~control~~conditions, ~~equipment~~in ~~required~~particular toextended ~~monitor~~rainy and ~~regulate~~cold ~~air~~weather ~~emissions.~~in ~~Since~~the ~~many~~spring ofand ~~these~~fall ~~requirements~~and ~~are~~major ~~likely~~weather toevents, such as hurricanes, tornadoes, tropical storms and heavy besnows, ~~affected~~can byadversely ~~future~~affect ~~legislation~~our orbusiness ~~rule~~and ~~making~~operations bythrough ~~government~~a ~~agencies~~decline in both the use of our products and demand for our services. In addition, construction materials production and ~~are~~shipment ~~therefore~~levels ~~not~~follow ~~quantifiable~~activity in the construction industry, which ittypically isoccurs ~~not~~in ~~possible~~the tospring, ~~accurately~~summer ~~predict~~and fall. Warmer and drier weather during the ~~aggregate~~second ~~future~~and ~~costs~~third quarters of ~~compliance~~our fiscal year typically result in higher activity and ~~their~~revenue ~~effect~~levels onduring ~~our~~those ~~future~~quarters. ~~results~~The first quarter of ~~operations,~~our fiscal ~~financial~~year ~~condition~~has ortypically ~~liquidity~~lower levels of activity due to weather conditions.

AtBacklog most of our quarries, we incur reclamation obligations as part of our mining activities. Reclamation methods and requirements can vary depending on the individual site and state regulations. Generally, we are required to grade the mined properties to a certain slope and seed the property to prevent erosion. We record a mining reclamation liability in our consolidated financial statements to reflect the estimated fair value of the cost to reclaim each property including active and closed sites.

Our ~~operations~~products inare ~~Kansas~~generally ~~include~~delivered ~~one~~upon ~~municipal~~receipt ~~waste~~of ~~landfill~~orders ~~and~~or ~~two~~requests ~~construction~~from ~~and~~customers, ~~demolition~~or ~~debris~~shortly ~~landfills~~thereafter. Accordingly, ~~one~~the ofbacklog associated ~~which~~with ~~has~~product ~~been~~sales ~~closed~~is converted into revenue within a relatively short period of time. ~~Among~~Inventory ~~other~~for ~~environmental,~~products ~~health~~is ~~and~~generally ~~safety~~maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period over weperiod ~~are~~increase ~~subject~~or todecrease ~~obligations~~of tobacklog ~~appropriately~~does ~~close~~not ~~those~~necessarily ~~landfills~~result atin ~~the~~an ~~end~~improvement or a deterioration of ~~their~~our ~~useful~~business. ~~lives~~Our backlog includes only those products and ~~provide~~projects for ~~appropriate~~which ~~post-closure~~we ~~care.~~have ~~Asset~~obtained ~~retirement~~a ~~obligations~~purchase ~~relating~~order toor ~~these~~a ~~landfills~~signed ~~are~~contract ~~recorded~~with inthe customer ~~our~~and ~~consolidated~~does ~~financial statements~~not include products purchased and sold or services awarded and provided within the period.

~~Health~~Our paving and ~~Safety~~related services backlog represents our estimate of revenue that will be realized under the applicable contracts. We generally include a project in backlog at the time it is awarded and funding is in place. Many of our paving and related services are awarded and completed within one year and therefore may not be reflected in our beginning or ending contract backlog. Historically, we have not been materially adversely affected by contract cancellations or modifications. However, in accordance with applicable contract terms, substantially all contracts in our backlog may be cancelled or modified by our customers.

~~Our~~As ~~facilities and operations are subject to~~ a vertically-integrated ~~variety of worker health and safety requirements~~business, ~~particularly~~approximately ~~those~~30% ~~administered~~of byour ~~the~~aggregates ~~federal~~sales ~~Mine~~volume ~~Safety~~was ~~and~~further ~~Health~~processed ~~Administration~~ and ~~the~~sold ~~Occupational Safety~~as ~~and~~a ~~Health~~downstream ~~Administration~~product, ~~which~~such ~~are~~as ~~likely~~ready-mixed toconcrete ~~become~~or ~~stricter~~asphalt inpaving ~~the future. Throughout our organization~~mix, weor ~~strive~~used ~~for~~in aour ~~zero-incident~~paving ~~safety culture~~ and ~~full~~related ~~compliance~~services ~~with~~business, ~~safety regulations. Failure to comply with these requirements can~~and ~~result~~approximately in82% ~~fines~~of ~~and~~the ~~penalties~~asphalt ~~and~~paving ~~claims~~mix ~~for~~we ~~personal~~sold ~~injury~~was ~~and~~installed ~~property~~by ~~damage.~~our ~~These~~own ~~requirements~~paving ~~may~~crews ~~also~~during ~~result in increased operating and capital costs in~~ the ~~future.~~year Weended ~~believe we are in substantial compliance with such requirements~~December 27, ~~but~~2014. ~~we cannot~~The ~~guarantee~~following ~~that~~table ~~violations~~sets ~~will~~forth ~~not~~our ~~occur,~~backlog ~~and~~as ~~any~~of ~~violations~~the ~~could~~indicated ~~result~~dates: ~~in additional costs.~~

At Summit Materials and our operating companies, worker safety and health matters are overseen by our corporate Risk Management and Safety department as well as company level safety managers. We provide leadership and support, comprehensive training, and other tools designed to accomplish health and safety goals, reduce risk, eliminate hazards, and ultimately make our work places safer.


(in thousands)	December 27, 2014		December 28, 2013		December 29, 2012

Aggregate (in tons)		4,853		5,153		3,881
Ready-mixed concrete (in cubic yards)		260		138		155
Asphalt (in tons)		2,112		2,387		2,314
Construction services ⁽¹⁾	$	301,333	$	359,263	$	288,673

~~We believe~~(1) ~~that~~The ~~the~~dollar ~~continuous~~value ~~support and leadership~~ of ~~our~~the ~~management~~construction ~~team,~~services ~~along~~backlog ~~with~~includes the ~~commitment~~value ~~and desire~~ of ~~all~~the ~~our~~aggregate ~~employees~~and toasphalt ~~eliminate~~tons ~~injuries~~ and ~~other~~ready-mixed ~~incidents,~~concrete ~~will~~cubic ~~aid~~yards ~~our~~in ~~journey~~backlog ~~towards~~that ~~our~~are ~~goal~~expected ofto ~~zero~~be ~~incidents.~~sourced internally.

~~Insurance~~Intellectual Property

~~Our~~We ~~insurance program~~do isnot ~~structured~~own ~~using~~or have ~~multiple “A” rated insurance carriers, and~~ a ~~variety~~license ofor ~~deductible~~other ~~amounts.~~rights Inunder ~~particular,~~any ~~our~~patents ~~workers~~that ~~compensation and auto liability policies~~ are ~~subject~~material to aour ~~$250,000 per occurrence deductible, and the general liability policy has a $100,000 deductible~~business. ~~Losses within these deductibles are accrued for using projections based on past loss history.~~

WeEmployees also maintain $50.0 million in combined umbrella insurance. Other policies have smaller deductibles and include property, contractors equipment, contractors pollution and professional, directors and officers, employment practices liability and fiduciary and crime. We also have a separate marine insurance policy for our Continental Cement business.

14As of December 27, 2014 we had approximately 3,990 employees, of whom approximately 78% were hourly workers and the remainder were salaried employees. Because of the seasonal nature of our industry, many of our hourly and certain of our full time employees are subject to seasonal layoffs. The scope of layoffs varies greatly from season to season as they are predominantly a function of the type of projects in process and the weather during the late fall through early spring.

~~ITEM~~14 ~~1A. RISK FACTORS~~

RisksTable Relatedof to Our Business and Our Industry Contents

~~Industry~~Approximately ~~Risks~~6.9% of our hourly employees and approximately 0.3% of our full time salaried employees are union members. We believe we enjoy a satisfactory working relationship with our employees and their unions.

~~Our~~Environmental ~~business depends on activity within the construction industry~~ and ~~the~~Government Regulation ~~strength of the local economies in which we operate.~~

We ~~sell~~are ~~most~~subject ofto ~~our~~federal, ~~building~~state, ~~materials~~provincial and ~~provide~~local ~~all~~laws ofand ~~our~~regulations ~~highway~~relating ~~construction~~to ~~and~~the ~~paving~~environment ~~services~~and to ~~the~~health ~~construction~~and safety, ~~industry~~including noise, ~~so our~~discharges ~~results~~to ~~depend~~air onand water, waste management including the ~~strength~~management of ~~the~~hazardous ~~construction~~waste ~~industry.~~used ~~Demand~~as ~~for~~a fuel substitute at our ~~products~~Hannibal, ~~particularly~~Missouri incement ~~the~~kiln, ~~residential~~remediation ~~and~~of ~~non-residential~~contaminated ~~construction~~sites, ~~markets~~mine reclamation, ~~could~~operation ~~remain~~and closure ~~weak,~~of landfills and ~~decline~~dust control and to zoning, ifland ~~companies~~use and ~~consumers~~permitting. ~~cannot~~Our ~~obtain~~failure ~~credit~~to ~~for construction~~comply ~~projects~~with orsuch iflaws ~~the~~and ~~slow~~regulations ~~pace~~can ofresult ~~economic~~in ~~activity~~sanctions ~~results~~such inas ~~delays~~fines or ~~cancellations~~the cessation of ~~capital~~part ~~projects.~~or Inall ~~addition,~~of ~~federal~~our ~~and~~operations. ~~state~~From ~~budget~~time ~~issues~~to time, we may also ~~continue~~be required to ~~hurt~~conduct ~~the~~investigation ~~funding~~or ~~available~~remediation ~~for~~activities. ~~infrastructure~~There ~~spending,~~also ~~particularly highway~~can ~~construction,~~be ~~which~~no ~~constitutes~~assurance athat ~~significant~~our ~~portion~~compliance ofcosts ~~our~~associated ~~business~~with such laws and regulations or activities will not be significant.

~~Our~~In ~~earnings~~addition, ~~depend~~our onoperations ~~the~~require ~~strength~~numerous ofgovernmental ~~the local~~approvals ~~economies~~and inpermits. ~~which~~Environmental weoperating ~~operate~~permits ~~because~~are ofsubject ~~the~~to ~~high~~modification, renewal ~~cost~~and torevocation ~~transport~~and ~~our~~can ~~products~~require ~~relative~~us to ~~their~~make ~~price.~~capital, Inmaintenance ~~recent~~and ~~years,~~operational ~~many~~expenditures ~~states~~to ~~reduced~~comply ~~their~~with ~~construction~~the ~~spending~~applicable ~~due~~requirements. toStricter ~~budget~~laws ~~shortfalls~~and ~~resulting~~regulations, ~~from~~or ~~lower~~more ~~tax~~stringent ~~revenue~~interpretations asof ~~well~~existing ~~as uncertainty~~laws ~~relating~~or toregulations, ~~long-term~~may impose ~~federal~~new ~~highway~~liabilities ~~funding.~~on Asus, areduce ~~result~~operation hours, ~~there~~require ~~has~~additional ~~been~~investment aby ~~reduction~~us in ~~many~~pollution ~~states’~~control ~~investment~~equipment inor ~~infrastructure~~impede ~~spending.~~our Ifopening ~~economic~~new ~~and~~or ~~construction~~expanding ~~activity~~existing ~~diminish~~plants inor ~~one~~facilities. orWe ~~more~~regularly ~~areas,~~monitor ~~particularly~~and inreview our operations, procedures ~~top~~and ~~revenue-generating~~policies ~~markets~~for ofcompliance ~~Texas,~~with ~~Kansas,~~existing ~~Kentucky,~~environmental ~~Missouri~~laws and ~~Utah~~regulations, ~~our~~changes ~~results~~in interpretations of ~~operations~~existing laws and ~~liquidity~~enforcement ~~may~~policies, benew ~~materially~~laws ~~adversely~~that ~~affected~~are adopted, and ~~there~~new isrequirements ~~no assurance~~ that ~~reduced~~we ~~levels~~anticipate ofwill ~~construction~~be ~~activity~~adopted ~~will~~that ~~not~~could ~~continue to~~ affect our ~~business in the future~~operations.

~~Our~~Multiple ~~business~~permits isare ~~cyclical~~required for our operations, including those required to operate our cement plant. Applicable permits may include conditional use permits to allow us to operate in certain areas absent zoning approval and ~~requires~~operational ~~significant~~permits ~~working~~governing, ~~capital~~among other matters, air and water emissions, dust, particulate matter and storm water management and control. In addition, we are often required to ~~fund~~obtain ~~operations~~bonding for future reclamation costs, most commonly specific to restorative grading and seeding of disturbed surface areas. As of December 27, 2014, we believe we were in substantial compliance with the permitting requirements that are material to the operation of our business.

~~Our~~Like ~~business~~others isin ~~cyclical~~our ~~and~~industry, ~~requires that~~ we ~~maintain~~expend substantial ~~significant~~amounts ~~working capital~~ to ~~fund~~comply ~~our~~with ~~operations.~~applicable ~~Our~~environmental ~~ability to~~laws ~~generate~~and ~~sufficient~~regulations ~~cash~~and ~~flow~~permit ~~depends on future performance~~limitations, which ~~will~~include beamounts ~~subject~~for topollution ~~general~~control ~~economic~~equipment ~~conditions,~~required ~~industry~~to ~~cycles~~monitor and ~~financial,~~regulate ~~business~~emissions ~~and~~into ~~other~~the ~~factors~~environment. ~~affecting~~Since ~~our operations,~~ many of ~~which~~these requirements are ~~beyond~~likely ~~our control. If we are unable~~ to ~~generate~~be ~~sufficient~~affected ~~cash~~by tofuture ~~operate~~legislation ~~our~~or ~~business~~rule ~~and~~making ~~service~~by ~~our~~government ~~outstanding~~agencies, ~~debt~~ and ~~other~~are ~~obligations,~~therefore wenot ~~may be required~~quantifiable, ~~among~~it ~~other~~is ~~things,~~not possible to ~~further~~accurately ~~reduce~~predict orthe ~~delay~~aggregate ~~planned~~future ~~capital~~costs ~~or operating expenditures, sell assets or take other measures, including the restructuring~~ of ~~all~~compliance orand atheir ~~portion~~effect ofon our ~~debt,~~future results ~~which~~of ~~may only be available~~operations, iffinancial atcondition ~~all,~~or ~~on unsatisfactory terms~~liquidity.

~~Weather~~At ~~can~~most ~~materially~~of ~~affect~~our quarries, we incur reclamation obligations as part of our ~~business~~mining activities. Reclamation methods and requirements can vary depending on the individual site and state regulations. Generally, we are ~~subject~~required to ~~seasonality~~grade the mined properties to a certain slope and seed the property to prevent erosion. We record a mining reclamation liability in our consolidated financial statements to reflect the estimated fair value of the cost to reclaim each property including active and closed sites.

~~Nearly~~Our ~~all~~operations ofin ~~the~~Kansas ~~products~~include ~~used~~one bymunicipal ~~us,~~waste landfill and bytwo ~~our~~construction ~~customers,~~and indemolition ~~the~~debris ~~public~~landfills, ~~infrastructure~~one orof ~~private~~which ~~construction~~has ~~industry are used~~been ~~outdoors~~closed. InAmong ~~addition~~other environmental, ~~our~~health ~~highway operations~~ and ~~production~~safety ~~and~~requirements, ~~distribution~~we ~~facilities~~ are ~~located~~subject ~~outdoors.~~to ~~Therefore,~~obligations ~~seasonal~~to ~~changes~~appropriately ~~and~~close ~~other~~those ~~weather-related~~landfills ~~conditions~~at ~~can~~the ~~adversely~~end ~~affect~~of ~~our~~their ~~business~~useful lives and ~~operations~~provide ~~through~~for aappropriate ~~decline~~post-closure ~~in both~~care. ~~the~~Asset ~~use~~retirement ofobligations relating ~~our~~to ~~products~~these ~~and~~landfills ~~demand~~are ~~for~~recorded in our ~~services~~consolidated financial statements.

~~Adverse~~Health ~~weather conditions such as extended rainy~~ and ~~cold~~Safety weather in the spring and fall can reduce demand for our products by contractors and reduce sales or render our contracting operations less efficient. Occasionally, major weather events such as hurricanes, tornadoes, tropical storms and heavy snows with quick rainy melts adversely affect sales in the short term.

~~The~~Our ~~construction~~facilities ~~materials~~and ~~business~~operations ~~production~~are ~~and~~subject ~~shipment levels~~to ~~follow~~a ~~activity~~variety inof ~~the~~worker ~~construction~~health ~~industry~~and safety requirements, ~~which~~particularly ~~typically~~those ~~occurs~~administered inby the ~~spring,~~federal Occupational ~~summer~~Safety and ~~fall.~~Health ~~Warmer~~Administration (“OSHA”) and ~~drier~~Mine ~~weather~~Safety ~~during~~and ~~the~~Health ~~second~~Administration ~~and~~(“MSHA”), ~~third~~which ~~quarters~~may ofbecome stricter in the future. Throughout our ~~fiscal~~organization, ~~year~~we ~~typically~~strive ~~result~~for ina ~~higher~~zero-incident ~~activity~~safety culture and full ~~revenue~~compliance ~~levels during~~with ~~those~~safety ~~quarters~~regulations. ~~The~~Failure ~~first~~to ~~quarter~~comply ofwith ~~our~~these ~~fiscal~~requirements ~~year~~can ~~has~~result ~~typically~~in ~~lower~~sanctions ~~levels~~such ofas ~~activity~~fines ~~due~~and topenalties ~~the~~and ~~weather~~claims ~~conditions.~~for ~~Our~~personal ~~second~~injury ~~quarter~~and ~~varies~~property ~~greatly~~damage. ~~with~~These ~~the~~requirements ~~spring~~may ~~rains~~also ~~and~~result ~~wide~~in ~~temperature~~increased ~~variations.~~operating Aand capital ~~cool~~costs ~~wet~~in ~~spring~~the ~~increases drying~~future. ~~time~~We oncannot ~~projects,~~guarantee ~~possibly~~that ~~delaying~~violations ~~sales~~of insuch ~~the~~requirements ~~second~~will ~~quarter~~not occur, ~~while~~and aany ~~warm~~violations ~~dry~~could ~~spring~~result ~~may~~in ~~enable~~additional ~~earlier project startup~~costs.

~~Our industry~~Worker issafety ~~capital~~and ~~intensive~~health ~~and~~matters ~~portions~~are ofoverseen by our ~~business~~corporate ~~have~~risk ~~significant~~management ~~fixed~~ and ~~semi-fixed~~safety ~~costs~~department as well as operating company level safety managers. ~~Therefore~~We provide leadership and support, ~~our~~comprehensive ~~earnings~~training, ~~are~~and ~~sensitive~~other tools designed to ~~changes~~accomplish inhealth ~~volume~~and safety goals, reduce risk, eliminate hazards, and ultimately make our work places safer.

~~The~~15 property and machinery needed to produce our products can be very expensive. Therefore, we need to spend a substantial amount of capital to purchase and maintain the equipment necessary to operate our business. Although we believe that our current cash balance, along with our projected internal cash flows and our available financing resources, will be enough to give us the cash we need to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property and machinery necessary to operate our business, we may be required to reduce or delay planned capital expenditures or incur additional debt. In addition, given the level of fixed and semi-fixed costs within our business, particularly at our cement production facility, decreases in volumes can negatively affect our financial position, results of operations and liquidity.

15Table of Contents

~~Within~~Insurance ~~our local markets, we operate in a highly competitive industry.~~

~~The~~Our ~~U.S.~~insurance ~~construction~~program ~~aggregates industry~~ is ~~highly~~structured ~~fragmented~~using ~~with~~multiple a“A” ~~large~~rated ~~number~~insurance ofcarriers, ~~independent~~and ~~local producers in~~ a ~~number~~variety of ~~our markets~~deductible amounts. ~~Additionally~~In particular, our inworkers ~~most markets~~compensation, wegeneral ~~compete~~liability ~~against large private~~ and ~~public~~auto ~~infrastructure~~liability ~~companies,~~policies ~~some of which~~ are ~~also~~subject ~~vertically-integrated.~~to ~~Therefore, there is intense competition in~~ a ~~number~~$500,000 ofper ~~the~~occurrence ~~markets in which we operate~~deductible. ~~This significant~~Losses ~~competition~~within ~~could~~these ~~lead~~deductibles toare ~~lower~~accrued ~~prices,~~for ~~lower~~using ~~sales~~projections ~~volumes~~based ~~and~~on ~~higher~~past ~~costs~~loss ~~in some markets, negatively affecting our financial position, results of operations and liquidity~~history.

~~Growth~~We ~~Risks~~also maintain $50.0 million in combined umbrella insurance. Other policies have smaller deductibles and include property, contractors equipment, contractors pollution and professional, directors and officers, employment practices liability and fiduciary and crime. We also have a separate marine insurance policy for our cement business, which is located adjacent to the Mississippi River and ships cement on the river via barge.

~~The~~ITEM success of our business depends, in part, on our ability to execute on our acquisition strategy, the successful integration of acquisitions and the retention of key employees of our acquired businesses1A. RISK FACTORS

ARisks ~~significant~~Related ~~portion of our historical growth has occurred through acquisitions and we will likely enter into acquisitions in the future. We have evaluated and expect~~ to continue to evaluate possible acquisition transactions on an ongoing basis. At any time we may be engaged in discussions or negotiations with respect to several possible acquisitions. From time to time we enter into letters of intent to allow us to conduct due diligence on a confidential basis. Currently, we are in preliminary discussions with several potential acquisition targets. There can be no assurance that we will enter into definitive agreements with respect to such transactions or that they will be completed. Our ~~growth~~Industry ~~has placed,~~ and ~~will~~Our ~~continue~~Business to place, significant demands on our management and operational and financial resources. Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect.

~~Our~~Industry ~~interest expense~~Risks will increase in connection with acquisitions as a result of the assumption or incurrence of debt and contingent liabilities and to the extent we finance such acquisitions with draws on our senior secured revolving credit facility. We may become liable for certain liabilities of any acquired business, whether or not known to us. These risks could include, among others, tax liabilities, product liabilities, environmental liabilities and liabilities for employment practices, and they could be significant.

~~Acquisitions~~Our may require integration of the acquired companies’ sales and marketing, distribution, engineering, purchasing, finance and administrative organizations. We may not be able to integrate successfully any business wedepends ~~acquire~~on ~~or acquired into our existing business and any acquired businesses may not be profitable or as profitable as we~~activity ~~had~~within ~~expected. The successful integration of our acquisitions may also require substantial attention from our senior management and~~ the ~~management~~construction ofindustry ~~the acquired business, which could decrease the time that they have to service~~ and attract customers and develop new products and services. In addition, we may not effectively utilize new equipment that we acquire through acquisitions or otherwise at utilization and rental rates consistent with that of our existing equipment. Furthermore, the ~~complete~~ ~~integration~~strength of ~~companies we acquire depends, to a certain extent, on~~ the ~~full~~local ~~implementation~~economies ofin ~~our~~which ~~financial systems and policies. Moreover, because~~ we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversightoperate. ~~Our inability to complete the integration of new businesses in a timely and orderly manner could increase costs and lower profits.~~

We ~~cannot~~sell ~~assure~~most ~~you~~of ~~that~~our weconstruction materials ~~will~~and ~~achieve~~products ~~synergies~~ and ~~cost~~provide ~~savings~~all inof ~~connection with~~our ~~acquisitions.~~paving Inand ~~addition,~~related ~~many~~services ofto the ~~businesses~~construction ~~that~~industry, weso ~~have~~our ~~acquired~~results ~~and~~are ~~will~~significantly ~~acquire~~affected ~~have unaudited financial statements that have been prepared~~ by the ~~management~~strength of ~~such~~the ~~companies~~construction ~~and~~industry. ~~have~~Demand ~~not~~for ~~been~~our ~~independently~~products, ~~reviewed~~particularly orin ~~audited.~~the Weresidential ~~cannot~~and ~~assure~~nonresidential ~~you~~construction ~~that~~markets, ~~the~~could ~~financial~~decline ~~statements~~if of companies weand ~~have~~consumers ~~acquired or will acquire would not be materially different if such statements were audited. Finally, we~~ cannot ~~assure~~obtain ~~you~~credit ~~that~~for weconstruction ~~will~~projects ~~continue to acquire businesses at valuations consistent with our prior acquisitions~~ or ~~that~~if wethe ~~will~~slow ~~complete~~pace ~~future~~of ~~acquisitions~~economic atactivity ~~all.~~results Wein ~~cannot~~delays ~~assure you that there will be attractive acquisition opportunities at reasonable prices, that financing will be available~~ or ~~that~~cancellations weof ~~can successfully~~capital ~~integrate such acquired businesses into our existing operations~~projects. In addition, ~~our~~federal and ~~results~~state ofbudget ~~operations~~issues ~~from~~may ~~these~~continue ~~acquisitions~~to ~~could~~hurt in the ~~future~~funding ~~result~~available ~~in impairment charges~~ for ~~any~~infrastructure ~~of our intangible assets~~spending, ~~including~~particularly ~~goodwill,~~highway ~~or other long-lived assets~~construction, ~~particularly~~which ifconstitutes ~~economic~~a ~~conditions~~significant ~~materially~~portion ~~negatively~~of ~~affect~~ our ~~results of operations, financial condition or liquidity~~business.

Our earnings depend on the strength of the local economies in which we operate because of the high cost to transport our products relative to their price. In recent years, many states have reduced their construction spending due to budget shortfalls resulting from lower tax revenue as well as uncertainty relating to long-term ~~success~~federal ishighway ~~dependent~~funding. ~~upon~~As ~~securing~~a result, there has been a reduction in many states’ investment in infrastructure spending. If economic and ~~permitting~~construction ~~aggregate~~activity ~~reserves~~diminishes in ~~strategically~~one ~~located~~or more areas., ~~The~~particularly ~~inability~~in toour ~~secure~~top revenue-generating markets of Texas, Kansas, Kentucky, Utah and ~~permit~~Missouri, ~~such~~our results ~~reserves~~of operations and liquidity could ~~negatively~~be materially adversely affected, and there is no assurance that reduced levels of construction activity will not continue to affect our ~~earnings~~ business in the future.

~~Construction~~Our ~~aggregates~~business are bulky and heavy and, therefore, difficult to transport efficiently. Because of the nature of the products, the freight costs can quickly surpass the production costs. Therefore, except for geographic regions that do not possess commercially viable deposits of aggregates and are served by rail, barge or ship, the markets for our products tend to be very localized around our quarry sites and are served by truck. New quarry sites often take a number of years to develop and our strategic planning and new site development must stay ahead of actual growth. Additionally, in a number of urban and suburban areas in which we operate, it is ~~increasingly~~cyclical difficult to permit new sites or expand existing sites due to community resistance. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and onrequires ~~our~~significant ~~ability~~working tocapital ~~either acquire existing quarries or secure operating and environmental permits~~ to ~~open~~fund ~~new quarries. If we are unable to accurately forecast areas of future growth, acquire existing quarries or secure the necessary permits to open new quarries, our financial condition, results of~~ operations ~~and liquidity may be materially adversely affected~~.

16Our business is cyclical and requires that we maintain significant working capital to fund our operations. Our ability to generate sufficient cash flow depends on future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. If we are unable to generate sufficient cash to operate our business and service our outstanding debt and other obligations, we may be required, among other things, to further reduce or delay planned capital or operating expenditures, sell assets or take other measures, including the restructuring of all or a portion of our debt, which may only be available, if at all, on unsatisfactory terms.

~~Economic~~Weather ~~Risks~~can materially affect our business, and we are subject to seasonality.

~~Our~~Nearly all of the products we sell and the services we provide are used or performed outdoors. Therefore, seasonal changes and other weather-related conditions can adversely affect our business ~~relies~~and onoperations ~~private~~through ~~investment~~a decline in ~~infrastructure~~both the use and aproduction ~~slower~~of ~~than~~our ~~expected~~products ~~recovery~~and ~~will~~demand for our services. Adverse weather conditions such as extended rainy and cold weather in the spring and fall can reduce demand for our products and reduce sales or render our contracting operations less efficient. Major weather events such as hurricanes, tornadoes, tropical storms and heavy snows with quick rainy melts could adversely affect ~~our~~sales ~~results~~in the near term.

AConstruction ~~significant~~materials ~~portion~~production ofand shipment ~~our~~levels ~~sales~~follow ~~are~~activity ~~for~~in ~~projects~~the ~~with~~construction ~~non-public~~industry, ~~owners.~~which ~~Construction~~typically ~~spending~~occurs isin ~~affected~~the byspring, ~~developers’~~summer ~~ability to~~and ~~finance projects~~fall. ~~The~~Warmer ~~credit~~and ~~environment~~drier ~~has~~weather ~~negatively~~during ~~affected~~ the ~~U.S.~~second ~~economy~~ and ~~demand~~third ~~for~~quarters of our ~~products~~fiscal inyear ~~the~~typically ~~recent~~result ~~past.~~in ~~Residential~~higher activity and ~~non-residential~~revenue levels ~~construction~~during ~~could~~those ~~decline~~quarters. ifThe ~~companies~~first ~~and~~quarter ~~consumers~~of ~~are~~our ~~unable~~fiscal toyear ~~finance construction~~has ~~projects~~typically orlower iflevels ~~the~~of ~~economic~~activity ~~slowdown~~due ~~continues~~ to ~~cause~~the ~~delays~~weather ~~or cancellations of capital projects~~conditions. IfOur ~~housing~~second ~~starts~~quarter ~~and~~varies ~~non-residential~~greatly ~~projects~~with dospring ~~not~~rains ~~continue~~and towide ~~rise~~temperature ~~steadily~~variations. ~~with~~A ~~the~~cool ~~economic~~wet ~~recovery~~spring asincreases drying ~~they~~time ~~normally~~on ~~do when recessions end~~projects, ~~our~~which ~~construction~~can ~~materials~~delay ~~and contracting services~~ sales ~~may~~in ~~decline~~the ~~further~~second ~~and our financial position~~quarter, ~~results~~while ofa ~~operations~~warm ~~and~~dry ~~liquidity~~spring may beenable ~~materially~~earlier ~~adversely~~project ~~affected~~startup.

AOur ~~decline~~industry inis ~~public~~capital ~~infrastructure~~intensive ~~construction~~ and ~~reductions~~we inhave ~~governmental~~significant ~~funding~~fixed ~~could~~and ~~adversely~~semi-fixed ~~affect~~costs. Therefore, our ~~operations~~earnings ~~and~~are ~~results~~sensitive to changes in volume.

AThe ~~significant~~property ~~portion~~and ofmachinery ~~our~~needed ~~revenue~~to isproduce ~~generated~~our ~~from~~products ~~publicly-funded~~can ~~construction~~be ~~projects~~very expensive. ~~As a result~~Therefore, ~~if publicly-funded~~we ~~construction~~need ~~continues~~ to ~~remain~~spend ~~low~~a ~~due~~substantial toamount of ~~reduced~~capital ~~federal~~to orpurchase ~~state~~and ~~funding~~maintain orthe ~~otherwise,~~equipment ~~our~~necessary ~~results~~to ofoperate ~~operations~~our ~~and~~business. ~~liquidity~~Although ~~will~~we bebelieve ~~negatively~~that ~~affected.~~our current

In16 January 2011, the House passed a new rules package that repealed a transportation law dating back to 1998, which protected annual funding levels from amendments that could reduce such funding. This rule change subjects funding for highways to yearly appropriation reviews. The change in the funding mechanism increases the uncertainty of many state departments of transportation regarding funds for highway projects. This uncertainty could result in states being reluctant to undertake large multi-year highway projects which could, in turn, negatively affect our sales. MAP-21, the current federal funding program, expires in September 2014 and we are uncertain as to the size and term of the transportation funding program that will follow.

AsTable a result of the foregoing and other factors, we cannot be assured of the existence, amount and timing of appropriations for spending on federal, state or local projects. The federal support for the cost of highway maintenance and construction is dependent on congressional action. In addition, each state funds its infrastructure spending from specially allocated amounts collected from various taxes, typically gasoline taxes and vehicle fees, along with voter-approved bond programs. Shortages in state tax revenues can reduce the amounts spent on state infrastructure projects, even below amounts awarded under legislative bills. Nearly all states are now experiencing state-level funding pressures caused by lower tax revenues and an inability to finance approved projects. Delays or cancellations of state infrastructure spending have in the past, and we anticipate in the immediate future will continue to negatively affect our results of operations and liquidity because a significant portion of our business is dependent on state infrastructure spending. Contents

~~Environmental~~ cash balance, ~~health~~along with our projected internal cash flows and ~~safety~~our ~~laws~~available financing resources, will provide sufficient cash to support our currently anticipated operating and ~~any~~capital ~~changes~~needs, if we are unable to ~~such~~generate ~~laws~~sufficient ~~may~~cash ~~have~~to apurchase ~~material~~and ~~adverse~~maintain ~~effect~~the onproperty and machinery necessary to operate our business, ~~and~~we may be required to reduce or delay planned capital expenditures or incur additional debt. In addition, given the ~~financial~~level ~~condition~~of fixed and semi-fixed costs within our business, particularly at our cement production facility, decreases in volumes could negatively affect our financial position, results of operations and liquidity.

~~Our~~Within ~~operations~~our ~~are subject to a variety of federal, state and~~ local ~~laws~~ ~~and regulations relating to~~markets, among other things: (i) the release or discharge of materials into the environment; (ii) the management, use, processing, handling, storage, transport or disposal of hazardous materials, including the management of hazardous waste used as a fuel substitute at our cement kiln in Hannibal, Missouri; and (iii) the protection of public and employee health, safety and the environment. These laws and regulations expose us to liability for the environmental condition of our current or formerly owned or operated facilities, and may expose us to liability for the conduct of others or for our actions that complied with all applicable laws at the time these actions were taken. In particular, we may incur remediation costs and other related expenses because our facilities were constructed and operated before the adoption of current environmental laws and the institution of compliance practices and because certain of our processes are regulated. These laws and regulations may also expose us to liability for claims of personal injury or property or natural resource damage related to alleged exposure to regulated materials. The existence of contamination at properties we own, lease or operate ~~could also result~~ in ~~increased~~a ~~operational~~highly ~~costs~~competitive ~~or restrictions on our ability to use those properties as intended, including for purposes of mining~~industry.

~~Despite~~The ~~our~~U.S. ~~compliance~~construction ~~efforts,~~aggregates ~~there~~industry is ~~the~~highly ~~inherent~~fragmented ~~risk~~with ofa ~~liability~~large innumber ~~the operation~~ of ~~our~~independent ~~business,~~local ~~especially~~producers ~~from~~in ana ~~environmental~~number ~~standpoint.~~of ~~These potential liabilities could have an adverse effect on~~ our ~~operations and profitability~~markets. Additionally, Inin ~~many~~most ~~instances~~markets, we ~~must~~compete ~~have~~against ~~government~~large ~~approvals~~private and ~~certificates,~~public ~~permits~~infrastructure orcompanies, ~~licenses~~some inof ~~order~~which toare ~~conduct~~also ~~our~~vertically-integrated. ~~business~~Therefore, ~~which~~there ~~often~~is ~~require~~intense uscompetition toin ~~make~~a ~~significant~~number ~~capital~~of ~~and~~the ~~maintenance~~markets ~~expenditures to~~in ~~comply~~which ~~with~~we ~~zoning~~operate. ~~and~~This significant ~~environmental~~competition ~~laws~~could ~~and~~lead ~~regulations. Our failure~~ to ~~maintain~~lower ~~required certificates~~prices, ~~permits~~lower orsales ~~licenses~~volumes orand tohigher ~~comply~~costs ~~with applicable governmental requirements could result~~ in ~~substantial~~some ~~fines~~markets, ornegatively ~~possible~~affecting ~~revocation of~~ our ~~authority~~ tofinancial ~~conduct~~position, ~~some~~results of ~~our~~ operations. ~~Governmental~~and ~~requirements~~liquidity. ~~that~~Further, ~~affect~~the ~~our~~lack ~~operations~~of ~~also~~availability ~~include~~of ~~those~~skilled ~~relating~~labor, tosuch ~~air~~as truck ~~quality~~drivers, ~~waste~~may ~~management,~~require ~~water~~us ~~quality,~~to ~~mine~~increase ~~reclamation,~~compensation ~~the~~or ~~operation~~reduce ofdeliveries, ~~municipal~~which ~~waste~~could ~~and~~negatively ~~construction~~affect ~~and demolition~~our ~~debris~~financial ~~landfills~~position, ~~remediation~~results of ~~contaminated~~operations ~~sites~~ and ~~worker health and safety~~liquidity. ~~These requirements are complex and subject to frequent change. They impose strict liability in some cases without regard to~~

17Growth Risks

~~negligence~~The orsuccess ~~fault and expose us to liability for the conduct~~ of, orour ~~conditions~~business ~~caused by~~depends, in ~~others~~part, oron ~~for~~ our ~~acts~~ability ~~that~~to ~~may~~execute otherwise have complied with all applicable requirements when we performed them. Stricter laws and regulations, more stringent interpretations of existing laws or regulations or the future discovery of environmental conditions may impose new liabilities on ~~us,~~our ~~reduce~~acquisition ~~operating hours~~strategy, ~~require~~to ~~additional~~successfully ~~investment by~~integrate usacquisitions inand ~~pollution~~to ~~control~~retain ~~equipment~~key oremployees ~~impede our opening new or expanding existing plants or facilities. The cost~~ of ~~complying with such laws may have a material adverse effect on~~ our ~~business,~~acquired ~~financial condition and results of operations~~businesses.

~~Financial~~A ~~Risks~~significant portion of our historical growth has occurred through acquisitions and we will likely enter into acquisitions in the future. We are presently evaluating, and we expect to continue to evaluate on an ongoing basis, possible acquisition transactions. We are presently engaged, and at any time in the future we may be engaged, in discussions or negotiations with respect to possible acquisitions. We regularly make, and we expect to continue to make, non-binding acquisition proposals, and we may enter into letters of intent, in each case allowing us to conduct due diligence on a confidential basis. To successfully acquire a significant target, we may need to raise additional equity capital and indebtedness. There can be no assurance that we will enter into definitive agreements with respect to any contemplated transactions or that they will be completed. Our growth has placed, and will continue to place, significant demands on our management and operational and financial resources. Acquisitions involve risks that the businesses acquired will not perform as expected and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect.

~~Difficult~~Acquisitions ~~and~~may ~~volatile~~require ~~conditions~~integration inof the ~~credit~~acquired companies’ ~~markets~~sales ~~could~~and ~~affect~~marketing, ~~our~~distribution, ~~financial~~engineering, ~~position~~purchasing, ~~results~~finance and administrative organizations. We may not be able to integrate successfully any business we may acquire or have acquired into our existing business and any acquired businesses may not be profitable or as profitable as we had expected. Our inability to complete the integration of ~~operations~~new businesses in a timely and ~~liquidity~~orderly manner could increase costs and lower profits. Factors affecting the successful integration of acquired businesses include, but are not limited to, the following:

~~Demand~~• ~~for~~We ~~our~~may ~~products~~become isliable ~~primarily~~for ~~dependent~~certain onliabilities ~~the overall health~~ of ~~the~~any ~~economy,~~acquired ~~and federal~~business, ~~state~~whether ~~and~~or ~~local public~~not ~~infrastructure~~known ~~funding~~to ~~levels~~us. ~~The~~These ~~stagnant~~risks ~~economy~~could ~~continues~~include, toamong put pressure on the demand for our construction materials and increases competition and aggressive pricing for private and public infrastructure sector projects as companies migrate from bidding on scarce private sector work to projects in the public infrastructure sector. In additionothers, ~~a stagnant or declining economy tends to produce less~~ tax ~~revenue~~liabilities, ~~for~~product ~~public infrastructure agencies~~liabilities, ~~thereby~~environmental ~~decreasing~~liabilities aand ~~source~~liabilities ~~of funds available~~ for ~~spending~~employment ~~on public infrastructure improvements~~practices, ~~which~~and ~~constitute~~they acould ~~significant~~be ~~part of our business~~significant.

~~With the~~• ~~slow~~Substantial ~~pace~~attention ~~of economic recovery, there is also a likelihood that we will not be able to collect on certain of our accounts receivable~~ from our ~~customers,~~senior ~~many~~management ofand ~~which~~the ~~are~~management ~~still struggling. Although we are protected in part by payment bonds posted by some~~ of ~~our customers, we have in~~ the ~~past~~acquired ~~experienced~~business ~~payment~~may ~~delays~~be ~~from some of our customers during this economic downturn. Although such delays have not had a material effect on our business~~required, ~~there~~which ~~can~~could bedecrease nothe ~~assurance~~time that ~~this~~they ~~will be~~have ~~the~~to ~~case~~service inand ~~the~~attract ~~future~~customers.

If• weWe ~~are~~may ~~unable~~not toeffectively ~~accurately~~utilize ~~estimate~~new ~~the~~equipment ~~overall~~that ~~risks, requirements or costs when~~ we ~~bid~~acquire onthrough acquisitions or ~~negotiate contracts~~otherwise ~~that~~at ~~are~~utilization ~~ultimately~~and ~~awarded~~rental torates ~~us,~~consistent wewith ~~may~~that ~~achieve~~of ~~lower~~our ~~than~~existing ~~anticipated profits or incur contract losses~~equipment.

~~Even~~• ~~though~~The ~~the~~complete ~~majority~~integration of ~~our~~acquired ~~governmental~~companies ~~contracts~~depends, ~~contain certain raw material escalators~~ to ~~protect~~a ~~us from~~ certain ~~price increases~~extent, a ~~portion of the contracts are~~ on ~~a fixed cost basis. The fixed cost basis portion of these contracts require us to perform~~ the ~~contract~~full ~~for~~implementation ~~a fixed unit price based on approved quantities irrespective~~ of our ~~actual~~financial ~~costs~~systems and ~~lump sum contracts require that the total amount of work be performed for a single price irrespective of our actual costs~~policies. We realize a profit on our contracts only if: (i) we successfully estimate our costs and then successfully control actual costs and avoid cost overruns; and (ii) our revenue exceeds actual costs. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, then cost overruns may cause us to incur losses or cause the contract not to be as profitable as we expected. The costs incurred and gross profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

• ~~failure~~We tomay ~~include~~actively ~~materials~~pursue ora ~~work~~number inof aopportunities ~~bid,~~simultaneously orand ~~the~~we ~~failure~~may toencounter ~~estimate~~unforeseen ~~properly~~expenses, ~~the~~complications ~~quantities~~and ordelays, ~~costs~~including ~~needed~~difficulties toin ~~complete~~employing asufficient ~~lump~~staff ~~sum~~and ~~contract;~~maintaining operational and management oversight.

•We ~~delays~~cannot ~~caused~~assure you that we will achieve synergies and cost savings in connection with acquisitions. In addition, many of the businesses that we have acquired and will acquire have unaudited financial statements that have been prepared by ~~weather~~the ~~conditions~~management of such companies and have not been independently reviewed or ~~otherwise~~audited. ~~failing~~We cannot assure you that the financial statements of companies we have acquired or will acquire would not be materially different if such statements were audited. Finally, we cannot assure you that we will continue to ~~meet~~acquire ~~scheduled~~businesses ~~acceptance~~at ~~dates;~~valuations consistent with our prior acquisitions or that we will complete future acquisitions at all. We cannot assure you that there will be attractive acquisition opportunities at reasonable prices, that financing will be available or that we can successfully integrate such acquired businesses into our existing operations. In addition, our results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill, or other long-lived assets, particularly if economic conditions worsen unexpectedly. These changes could materially negatively affect our results of operations, financial condition or liquidity.

•17 ~~contract or project modifications creating unanticipated costs not covered by change orders;~~

•Table changes in availability, proximity and costs of materials, including liquid asphalt, cement, aggregates and other construction materials (such as stone, gravel, sand and oil for asphalt paving), as well as fuel and lubricants for our equipment;Contents

•Our tolong-term ~~the~~success ~~extent~~is ~~not~~dependent ~~covered~~upon bysecuring ~~contractual~~and ~~cost~~permitting ~~escalators,~~aggregate ~~variability~~reserves ~~and~~in strategically located areas. The inability to ~~predict~~secure ~~the~~and ~~costs~~permit ofsuch ~~purchasing~~reserves ~~diesel,~~could ~~liquid~~negatively ~~asphalt~~affect ~~and~~our ~~cement;~~earnings in the future.

•Aggregates ~~availability~~are bulky and ~~skill~~heavy ~~level~~and therefore difficult to transport efficiently. Because of ~~workers;~~the nature of the products, the freight costs can quickly surpass production costs. Therefore, except for geographic regions that do not possess commercially viable deposits of aggregates and are served by rail, barge or ship, the markets for our products tend to be very localized around our quarry sites and are served by truck. New quarry sites often take a number of years to develop. Our strategic planning and new site development must stay ahead of actual growth. Additionally, in a number of urban and suburban areas in which we operate, it is increasingly difficult to permit new sites or expand existing sites due to community resistance. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to either acquire existing quarries or secure operating and environmental permits to open new quarries. If we are unable to accurately forecast areas of future growth, acquire existing quarries or secure the necessary permits to open new quarries, our financial condition, results of operations and liquidity may be materially adversely affected.

•Economic ~~failure~~Risks ~~by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;~~

•Our ~~fraud,~~business ~~theft~~relies on orprivate ~~other~~investment ~~improper~~in ~~activities~~infrastructure, byand ~~our~~a ~~suppliers,~~slower ~~subcontractors,~~than ~~designers,~~expected ~~engineers,~~recovery ~~customers~~may oradversely affect our ~~own~~results. ~~personnel;~~

•A ~~mechanical~~significant portion ~~problems~~of our sales are for projects with non-public owners. Construction spending is affected by developers’ ability to finance projects. The credit environment has negatively affected the U.S. economy and demand for our ~~machinery~~products in the recent past. Residential and nonresidential construction could decline if companies and consumers are unable to finance construction projects or ~~equipment;~~if an economic recovery is stalled, which could result in delays or cancellations of capital projects. If housing starts and nonresidential projects do not rise steadily with the economic recovery as they historically have when recessions end, sale of our construction materials, downstream products and paving and related services may decline and our financial position, results of operations and liquidity could be materially adversely affected.

•A ~~citations~~decline ~~issued~~in bypublic ~~any~~infrastructure ~~governmental~~construction ~~authority,~~and reductions ~~including~~in ~~the~~governmental ~~Occupational~~funding ~~Safety~~could ~~and~~adversely ~~Health~~affect ~~Administration~~our ~~and~~operations ~~Mine Safety~~ and ~~Health~~results. ~~Administration;~~

•A ~~difficulties~~significant inportion ~~obtaining~~of ~~required~~our ~~governmental~~revenue ~~permits~~is generated from publicly-funded construction projects. As a result, if publicly-funded construction decreases due to reduced federal or ~~approvals;~~state funding or otherwise, our results of operations and liquidity could be negatively affected.

18In January 2011, the U.S. House of Representatives passed a new rules package that repealed a transportation law dating back to 1998, which protected annual funding levels from amendments that could reduce such funding. This rule change subjects funding for highways to yearly appropriation reviews. The change in the funding mechanism increases the uncertainty of many state departments of transportation regarding funds for highway projects. This uncertainty could result in states being reluctant to undertake large multi-year highway projects which could, in turn, negatively affect our sales. Funding for Moving Ahead for Progress in the 21st Century (“MAP-21”), expired on September 30, 2014 and on August 1, 2014, a Highway Trust Fund extension bill was enacted that provides approximately $10.8 billion of funding, which is expected to last until May 2015. Any additional funding or successor programs have yet to be approved and we are uncertain as to the size and term of the transportation funding program that will follow.

•As ~~changes~~a result of the foregoing and other factors, we cannot be assured of the existence, amount and timing of appropriations for spending on federal, state or local projects. Federal support for the cost of highway maintenance and construction is dependent on congressional action. In addition, each state funds its infrastructure spending from specially allocated amounts collected from various taxes, typically gasoline taxes and vehicle fees, along with voter-approved bond programs. Shortages in ~~applicable~~state ~~laws~~tax revenues can reduce the amounts spent on state infrastructure projects, even below amounts awarded under legislative bills. In recent years, nearly all states have experienced state-level funding pressures caused by lower tax revenues and ~~regulations;~~an inability to finance approved projects. Delays or cancellations of state infrastructure spending could negatively affect our financial position, results of operations and liquidity because a significant portion of our business is dependent on public infrastructure spending.

•Environmental, ~~uninsured~~health ~~claims~~and orsafety ~~demands~~laws ~~from~~and ~~third~~regulations ~~parties~~and ~~for~~any ~~alleged~~changes ~~damages~~to, ~~arising~~or ~~from~~liabilities ~~the~~arising ~~design~~under, ~~construction~~such orlaws ~~use~~ and ~~operation~~regulations ofcould have a ~~project~~material adverse ofeffect ~~which~~on our ~~work~~business, isfinancial ~~part;~~condition, results of operations and liquidity.

•We ~~public~~are ~~infrastructure~~subject ~~sector~~to ~~customers~~a ~~may~~variety ~~seek~~of federal, state, provincial and local laws and regulations relating to, among other things: (i) the release or discharge of materials into the environment; (ii) the management, use, generation, treatment, processing, handling, storage, transport or disposal of hazardous materials, including the management of hazardous waste used as a fuel substitute at our cement kiln in Hannibal, Missouri; and (iii) the protection of public and employee health and safety and the environment. These laws and regulations impose ~~contractual~~strict ~~risk~~liability in some cases without regard to negligence or fault and expose us to liability for the environmental condition of our currently or formerly owned or operated facilities or third-~~shifting~~party ~~provisions~~waste ~~more~~disposal ~~aggressively~~sites, and may weexpose ~~could~~us ~~face~~to ~~increased~~liability ~~risks~~for the conduct of others or for our actions, even if such actions complied with all applicable laws at the time these actions were taken. In particular, we may incur remediation costs and other related expenses because our facilities were constructed and operated before the adoption of

~~The~~18 ~~final results under these types of contracts could negatively affect our financial position, results of operations and liquidity.~~

ChangesTable in legal requirements and governmental policies concerning zoning, land use, environmental and other areas of the law affect our business. Contents

~~Our~~ current ~~operations~~environmental ~~are affected by numerous federal, state and local~~ laws and ~~regulations~~ ~~related~~the toinstitution ~~zoning,~~of ~~land use and environmental matters. Despite our~~ compliance ~~efforts,~~practices weor ~~have~~because ancertain ~~inherent risk~~ of ~~liability in the operation of~~ our ~~business,~~processes ~~especially~~are ~~from an environmental standpoint~~regulated. These ~~potential~~laws ~~liabilities could have an adverse effect on our operations~~ and ~~profitability.~~regulations Inmay ~~addition,~~also ~~our~~expose ~~operations require numerous governmental approvals and permits, which often require~~ us to ~~make~~liability ~~significant~~for ~~capital~~claims ~~and~~of personal ~~maintenance~~injury ~~expenditures~~or toproperty ~~comply~~or ~~with~~natural ~~zoning~~resource ~~and environmental~~damage ~~laws~~related ~~and~~to ~~regulations.~~alleged ~~Stricter~~exposure ~~laws and regulations~~to, or ~~more~~releases ~~stringent interpretations~~ of, ~~existing~~regulated ~~laws~~ or ~~regulations,~~hazardous ~~may~~materials. ~~impose~~The ~~new~~existence ~~liabilities~~of oncontamination ~~us,~~at ~~reduce~~properties ~~operating~~we ~~hours~~own, ~~require~~lease ~~additional~~or ~~investment~~operate bycould usalso result in ~~pollution~~increased ~~control~~operational ~~equipment,~~costs or ~~impede~~restrictions on our ~~opening~~ability ~~new~~to oruse ~~expanding~~those ~~existing~~properties ~~plants~~as orintended, ~~facilities~~including for purposes of mining.

Despite our compliance efforts, there is an inherent risk of liability in the operation of our business, especially from an environmental standpoint, or from time to time, we may be in noncompliance with environmental, health and safety laws and regulations. These potential liabilities or noncompliances could have an adverse effect on our operations and profitability. In many instances, we must have government approvals, certificates, permits or licenses in order to conduct our business, which often require us to make significant capital, operating and maintenance expenditures to comply with environmental, health and safety laws and regulations. Our failure to obtain and maintain required approvals, certificates, permits or licenses or to comply with applicable governmental requirements could result in sanctions, including substantial fines or possible revocation of our authority to conduct some or all of our operations. Governmental requirements that affect our operations also include those relating to air and water quality, waste management, asset reclamation, the operation and closure of municipal waste and construction and demolition debris landfills, remediation of contaminated sites and worker health and safety. These requirements are complex and subject to ~~special~~frequent ~~hazards~~change. ~~that~~Stricter laws and regulations, more stringent interpretations of existing laws or regulations or the future discovery of environmental conditions may impose new liabilities on us, reduce operating hours, ~~cause~~require ~~personal~~additional ~~injury~~investment by us in pollution control equipment or ~~property~~impede ~~damage~~our opening new or expanding existing plants or facilities. We have incurred, ~~subjecting~~and usmay in the future incur, significant capital and operating expenditures to comply with such laws and regulations. The cost of complying with such laws could have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, we have recorded liabilities in connection with our reclamation and ~~possible~~landfill ~~losses~~closure ~~which~~obligations, ~~may~~but ~~not~~there can be ~~covered~~no byassurances ~~insurance~~that the costs of our obligations will not exceed our accruals.

Operating hazards inherent in our business can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage inFinancial ~~amounts~~Risks and against the risks we believe are consistent with industry practice, but this insurance may not be adequate or available to cover all losses or liabilities we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts are accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, liabilities subject to insurance are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety programs. If we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations.

WeDifficult ~~may incur material costs~~ and ~~losses~~volatile asconditions ain ~~result~~the ofcredit ~~claims~~markets ~~that~~could affect our ~~products~~financial doposition, ~~not~~results ~~meet~~of ~~regulatory~~operations ~~requirements~~and ~~or contractual specifications~~liquidity.

WeDemand ~~provide~~for our ~~customers with~~ products ~~designed~~is toprimarily ~~meet~~dependent ~~building~~on ~~code~~the oroverall ~~other~~health ~~regulatory~~of ~~requirements~~the ~~and contractual specifications for measurements such as durability~~economy, ~~compressive~~and ~~strength~~federal, ~~weight-bearing~~state ~~capacity~~ and ~~other~~local ~~characteristics.~~public infrastructure Iffunding welevels. ~~fail~~A stagnant or ~~are~~declining ~~unable~~economy tends to ~~provide~~produce ~~products~~less ~~meeting~~tax ~~these~~revenue ~~requirements~~for ~~and~~public ~~specifications,~~infrastructure ~~material claims may arise against us and our reputation could be damaged. Additionally~~agencies, ifthereby decreasing a ~~significant~~source ~~uninsured,~~of ~~non-indemnified~~funds oravailable ~~product-related~~for ~~claim~~spending ison ~~resolved~~public ~~against~~infrastructure ~~us in the future~~improvements, ~~that~~which ~~resolution may have~~ constitute a ~~material~~significant ~~adverse~~part ~~effect~~of on our ~~financial condition, results of operations and liquidity~~business.

~~The~~With ~~cancellation~~the slow pace of ~~significant~~economic ~~contracts~~recovery, orthere is also a likelihood that we will not be able to collect on certain of our ~~disqualification~~accounts receivable from ~~bidding~~our ~~for~~customers. ~~new~~Although ~~contracts~~we are protected in part by payment bonds posted by some of our customers, we have experienced payment delays and defaults from some of our customers during the recent ~~could~~economic ~~reduce~~downturn ~~revenue~~and subsequent slow recovery. Such delays and defaults could have a material ~~adverse~~ effect on our financial position, results of operations or liquidity.

~~Contracts~~If ~~that~~ we ~~enter~~are ~~into with~~unable ~~governmental~~to ~~entities~~accurately ~~can~~estimate ~~usually be canceled at any time by them with payment only for~~ the ~~work~~overall ~~already completed. In addition~~risks, werequirements ~~could~~or becosts ~~prohibited~~when ~~from~~we ~~bidding~~bid on ~~certain~~or ~~governmental~~negotiate contracts ifthat weare ~~fail~~ultimately toawarded ~~maintain qualifications~~to ~~required~~us, bywe ~~those~~may ~~entities.~~achieve Alower ~~cancellation~~than ofanticipated anprofits ~~unfinished contract~~ or ~~our~~incur ~~disqualification~~contract from the bidding process could cause our equipment to be idled for a significant period of time until other comparable work becomes available, which could have a material adverse effect on our financial condition, results of operations and liquiditylosses.

~~Unexpected~~Even ~~factors~~though ~~affecting~~the majority of our governmental ~~self-insurance~~contracts ~~claims~~contain certain raw material escalators to protect us from certain price increases, a portion or all of the contracts are often on a fixed cost basis. Pricing on a contract with a fixed unit price is based on approved quantities irrespective of our actual costs and ~~reserve~~contracts with a fixed total price require that the total amount of work be performed for a single price irrespective of our actual costs. We realize a profit on our contracts only if our revenue exceeds actual costs, which requires that we successfully estimate our costs and then successfully control actual costs and avoid cost overruns. If our cost estimates ~~could~~for ~~adversely~~a ~~affect~~contract are inadequate, or if we do not execute the contract within our ~~business~~cost estimates, then cost overruns may cause us to incur a loss or cause the contract not to be as profitable as we expected. The costs incurred and gross profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

We• ~~use~~failure ~~a combination of third-party insurance and self-insurance~~ to ~~provide~~include ~~for~~materials ~~potential~~or ~~liabilities~~work ~~for~~in ~~workers’~~a ~~compensation~~bid, ~~general~~or ~~liability, vehicle accident, property and medical benefit claims. Although we believe we have minimized our exposure on individual claims, for~~ the ~~benefit~~failure ofto ~~costs savings we have accepted the risk of a large amount of independent multiple material claims arising, which could have a significant effect on our earnings. We~~ estimate ~~the~~properly ~~liabilities associated with~~ the ~~risks~~quantities ~~retained~~or bycosts ~~us,~~needed ~~in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject~~ to acomplete ~~high degree of variability. Any projection of losses concerning workers’ compensation and general liability is subject to~~ a ~~high~~lump ~~degree~~sum of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. contract;

19• delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;

~~Personnel~~• ~~Risks~~contract or project modifications creating unanticipated costs not covered by change orders;

We• ~~depend~~changes onin ~~our~~availability, ~~senior~~proximity ~~management~~and costs of materials, including liquid asphalt, cement, aggregates and weother ~~may~~construction bematerials ~~materially~~(such ~~harmed~~as ifstone, wegravel, ~~lose~~sand ~~any~~and ~~member~~oil offor ~~our~~asphalt ~~senior~~paving), ~~management~~as ~~team.~~well as fuel and lubricants for our equipment;

We• ~~are~~to ~~dependent upon~~ the ~~services~~extent ofnot ~~our~~covered ~~senior~~by ~~management,~~contractual ~~especially~~cost ~~CEO~~escalators, ~~Tom~~variability ~~Hill.~~and ~~The loss of key management personnel or our~~ inability to ~~attract~~predict ~~and~~the ~~retain~~costs ~~qualified management personnel could have a material adverse effect on us. A decision by any~~ of ~~these~~purchasing ~~individuals to leave us~~diesel, toliquid ~~compete~~asphalt ~~against us or to reduce his or her involvement could have a material adverse effect on our financial condition, results of operations~~ and ~~liquidity.~~ cement;

We19 may not be able to grow our business effectively or successfully implement our growth plans if we are unable to recruit additional management and other personnel. Our ability to continue to grow our business effectively and successfully implement our growth strategy is partially dependent upon our ability to attract and retain qualified management employees and other key employees. We believe there is a limited number of qualified people in our business and the industry in which we compete. As such, there can be no assurance that we will be able to identify and retain the key personnel that may be necessary to grow our business effectively or successfully implement our growth strategy. Our inability to attract and retain talented personnel could limit our ability to grow our business.

LaborTable disputes could disrupt operations of our businesses. Contents

As• ofavailability ~~December 28, 2013, labor unions represented approximately 6.8% of our total hourly employees~~ and ~~0.4%~~skill oflevel our full time salaried employees, all at Continental Cement. Our collective bargaining agreements for employees generally expire between 2013 and 2015. The contract that expired in 2013 was successfully renegotiated and ratified in December 2013 and is expected to be finalized in the first quarter of 2014 with a term that extends through 2018. Although we believe we have good relations with our employees and unions, disputes with our trade unions, or the inability to renew our labor agreements, could lead to strikes or other actions that could disrupt our operations, raise costs, and reduce revenue and earnings in the affected locations. workers;

~~Other Risks~~• failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;

We• ~~use large amounts of electricity~~fraud, ~~diesel~~theft ~~fuel,~~or ~~liquid asphalt and~~ other ~~petroleum-based~~improper ~~resources~~activities ~~that~~by ~~are~~our ~~subject~~suppliers, ~~to potential~~subcontractors, ~~reliability issues~~designers, ~~supply constraints and significant price fluctuation~~engineers, ~~which~~customers ~~could~~or ~~affect~~ our ~~financial~~own ~~position, operating results and liquidity.~~ personnel;

In• ~~our~~mechanical ~~production~~problems ~~and~~with distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources. The availability and pricing of these resources are subject to market forces that are beyond our ~~control.~~machinery Furthermore, we are vulnerable to any reliability issues experienced by our suppliers, which also are beyond our control. Our suppliers contract separately for the purchase of such resources and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or ~~other factors that interrupt their availability. Variability in the supply and prices of these resources could materially affect our results of operations from period to period.~~ equipment;

~~Climate~~• ~~change~~citations ~~and~~issued ~~climate~~by ~~change~~any ~~legislation~~governmental orauthority, ~~regulations may~~including ~~adversely~~the ~~impact~~OSHA ~~our~~and ~~business.~~ MSHA;

A• ~~number~~difficulties ~~of governmental bodies have introduced or are contemplating legislative and regulatory change~~ in ~~response~~obtaining torequired ~~the~~governmental potential impacts of climate change. Such legislation or regulation, if enacted, potentially could include provisions for a “cap and trade” system of allowances and credits, among other provisions. The EPA promulgated a mandatory reporting rule covering greenhouse gas emissions from sources considered to be large emitters. The EPA has also promulgated a greenhouse gas emissions permitting rule, referred to as the “Tailoring Rule” which requires permitting of newly constructed or significantly modified large emitters of greenhouse gases under the Federal Clean Air Act. Our cement plant and one of our landfills hold EPA Title V Permits and could be affected by the Tailoring Rule. The effects on the Company’s operations and potential costs are uncertain at this time. Under the Tailoring Rule, existing permits may require changes which could require significant additional costs if there are future substantial modifications to either of these facilities that cause greenhouse gas emissions to be increased by the equivalent of 75,000 tons or ~~more of carbon dioxide in a single year.~~ approvals;

~~Other~~• ~~potential~~changes ~~impacts of climate change include physical impacts such as disruption~~ in ~~production~~applicable ~~and~~laws ~~product distribution due to impacts from major storm events~~ and ~~shifts in regional weather patterns and intensities. There is also a potential for climate change legislation and regulation to adversely impact the cost of purchased energy and electricity.~~ regulations;

~~The~~• ~~impacts~~uninsured ofclaims ~~climate~~or ~~change~~demands onfrom ~~the~~third ~~Company’s~~parties ~~operations~~for ~~are~~alleged ~~highly~~damages ~~uncertain~~arising ~~and~~from ~~difficult~~the ~~to estimate. However~~design, ~~because~~construction ~~a chemical~~or ~~reaction~~use ~~inherent~~and tooperation ~~the manufacture~~ of ~~Portland cement releases carbon dioxide,~~ a ~~greenhouse~~project ~~gas, cement kiln operations may be disproportionately impacted by future regulation~~ of ~~greenhouse~~which ~~gas~~our ~~emissions.~~work ~~Climate~~is ~~change~~part; and ~~legislation and regulation concerning greenhouse gases could have a material adverse effect on the Company’s financial condition, results of operations and liquidity.~~

20• public infrastructure customers may seek to impose contractual risk-shifting provisions more aggressively, that result in us facing increased risks.

~~Affiliates~~These offactors, ~~the~~as ~~Sponsors~~well ~~indirectly~~as ~~own~~others, ~~the~~may ~~substantial~~cause ~~majority~~us ofto ~~the~~incur ~~equity~~losses, ~~interests~~which incould usnegatively ~~and may~~affect ~~have~~our ~~conflicts~~financial ofposition, ~~interest~~results ~~with us or holders~~ of ~~our~~operations and ~~notes in the future~~liquidity.

~~The~~We ~~Sponsors~~could ~~indirectly~~incur ~~own~~material ~~a substantial~~costs ~~majority~~and oflosses ~~our~~as ~~equity interests. As~~ a result, ~~affiliates~~ of ~~the~~claims ~~Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction~~ that ~~requires the approval of equity holders regardless of whether holders of~~ our ~~10.5%~~products ~~Senior~~do ~~Notes~~not ~~due~~meet ~~2020~~regulatory ~~(the~~requirements “notes”) believe that any such transactions are in their own best interests. For example, affiliates of the Sponsors could collectively cause us to make acquisitions that increase the amount of our indebtedness or ~~to sell assets, or could cause us to issue additional capital stock or declare dividends. So long as the Sponsors continue to indirectly own a significant amount of our outstanding equity~~contractual ~~interests, affiliates of the Sponsors will continue to be able to strongly influence or effectively control our decisions~~specifications.

~~The~~We ~~indenture~~provide ~~governing~~ our ~~notes~~customers ~~and~~with ~~the~~products ~~credit~~designed ~~agreement~~to ~~governing~~meet ~~our~~building ~~senior~~code ~~secured~~or ~~credit~~other ~~facilities~~regulatory ~~permit~~requirements usand contractual tospecifications ~~pay~~for ~~advisory~~measurements ~~and other~~such ~~fees~~as durability, ~~dividends~~compressive ~~and~~strength, ~~make~~weight-bearing capacity and other ~~restricted~~characteristics. ~~payments~~If towe ~~the~~fail ~~Sponsors~~or ~~under~~are ~~certain~~unable ~~circumstances~~to ~~and~~provide ~~the~~products ~~Sponsors~~meeting orthese ~~their~~requirements ~~respective~~and ~~affiliates~~specifications, ~~may~~material ~~have~~claims anmay arise ~~interest~~against inus and our ~~doing~~reputation socould be damaged. InAdditionally, ~~addition~~if a significant uninsured, non-indemnified or product-related claim is resolved against us in the ~~Sponsors~~future, that resolution could have noa ~~obligation~~material toadverse ~~provide~~effect ~~us with~~on ~~any~~our ~~additional~~financial condition, ~~debt~~results orof ~~equity~~operations ~~financing~~and liquidity.

~~Additionally,~~The ~~the~~cancellation ~~Sponsors~~of ~~are~~a insignificant ~~the~~number ~~business~~ of ~~making~~contracts ~~investments~~or ~~in companies~~our ~~and~~disqualification ~~may~~ from ~~time~~bidding tofor time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services. The Sponsors may also pursue acquisition opportunities that may be complementary tonew ~~our~~contracts ~~business~~could ~~and,~~have as a ~~result,~~material ~~those~~adverse ~~acquisition~~effect ~~opportunities~~on ~~may not be available to us. The holders of~~ our ~~notes~~financial ~~should~~position, ~~consider~~results ~~that the interests~~ of ~~the~~operations ~~Sponsors may differ from their interests in material respects. See “Security Ownership of Certain Beneficial Owners~~ and ~~Management and Related Stockholder Matters” and “Certain Relationships and Related Party Transactions, and Director Independence~~liquidity.”

AsWe ancould ~~“emerging~~be prohibited ~~growth~~from ~~company”~~bidding ~~under~~on ~~the~~certain ~~JOBS~~governmental ~~Act,~~contracts if we ~~are~~fail ~~permitted~~ to maintain qualifications required by those entities. In addition, contracts with governmental entities can usually be canceled at any time by them with payment only for the work already completed. A cancellation of an unfinished contract or our disqualification from the bidding process could result in lost revenue and ~~intend~~cause our equipment to be idled for a significant period of time until other comparable work becomes available, ~~rely~~which could have a material adverse effect on ~~exemptions~~our ~~from~~financial ~~certain~~condition, ~~disclosure~~results ~~requirements~~of operations and liquidity.

AsOur anoperations ~~“emerging growth company” under the JOBS Act, we~~ are ~~permitted~~ subject to, ~~and~~special ~~intend~~hazards ~~to,~~that ~~rely~~may oncause ~~exemptions~~personal ~~from~~injury certain disclosure requirements. We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or ~~more;~~property ~~(ii) the~~damage, ~~last~~subjecting ~~day~~us ~~of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant~~ to anliabilities ~~effective~~and ~~registration~~possible ~~statement;~~losses ~~(iii) the date on~~ which wemay ~~have,~~not ~~during~~be ~~the~~covered ~~previous~~by ~~three year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws~~insurance.

~~For~~Operating sohazards ~~long~~inherent asin weour ~~remain~~business, ansome ~~“emerging~~of ~~growth~~which ~~company~~may be outside our control,” can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the risks we ~~will~~believe are consistent with industry practice, but this insurance may not be ~~required~~adequate or available to cover all losses or liabilities we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts are accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, ~~among~~liabilities subject to insurance are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, ~~things:~~the number of incidents not reported and the effectiveness of our safety programs. If we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations.

•Unexpected ~~comply~~factors ~~with~~affecting ~~any~~self-insurance ~~requirement~~claims ~~that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding a supplement to the auditor’s reporting providing additional information about the audit~~ and ~~the~~reserve ~~financial~~estimates ~~statements~~could adversely ~~(auditor~~affect ~~discussion~~our ~~and~~business. ~~analysis);~~

•We ~~submit~~use ~~certain~~a ~~executive~~combination ~~compensation~~of ~~matters~~third-party insurance and self-insurance to ~~shareholders~~provide ~~advisory~~for ~~votes~~potential liabilities ~~pursuant~~for toworkers’ ~~the~~compensation, ~~“say~~general onliability, ~~frequency”~~vehicle accident, property and ~~“say~~medical onbenefit ~~pay”~~claims. ~~provisions~~Although ~~(requiring~~we abelieve ~~non-binding~~we ~~shareholder~~have ~~vote~~minimized toour ~~approve~~exposure ~~compensation~~on individual claims, for the benefit of ~~certain~~costs ~~executive~~savings ~~officers)~~we ~~and~~have ~~“say~~accepted onthe ~~golden~~risk of ~~parachute”~~multiple ~~provisions~~independent ~~(requiring~~material aclaims ~~non-~~arising. ~~binding~~We ~~shareholder~~estimate ~~vote~~the toprojected ~~approve~~losses ~~golden~~and ~~parachute~~liabilities ~~arrangements~~associated ~~for~~with ~~certain~~the ~~executive~~risks ~~officers~~retained by us, in ~~connection~~part, ~~with~~by ~~mergers~~considering historical claims experience, demographic and ~~certain~~severity factors and other ~~business~~actuarial assumptions ~~combinations)~~which, by their nature, are subject to a high degree of variability. Among the ~~Dodd-Frank~~causes ~~Wall~~of ~~Street~~this ~~Reform~~variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and ~~Consumer~~claim ~~Protection~~settlement ~~Act~~patterns. Any such matters could have a material adverse effect on our financial condition, results of ~~2010;~~operations and liquidity.

•20 include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and instead may provide a reduced level of disclosure concerning executive compensation.

We haveTable not taken advantage of all of these reduced reporting requirements in this report, although we may do so in future filings with the SEC. Although we intend to rely on certain exemptions provided in the JOBS Act, the specific implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may cease to satisfy the conditions of an “emerging growth company.” We are currently evaluating and monitoring developments with respect to these new rules and we cannot assure you that we will be able to take advantage of all of the benefits from the JOBS Act. Contents

InRisks ~~addition,~~Related ~~as an “emerging growth company,” we may elect~~ to ~~delay~~Our ~~adoption~~Indebtedness of new or revised accounting standards applicable to public companies until such standards are made applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies.

21Our substantial leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and pay our debts and could divert our cash flow from operations to debt payments.

We are ~~dependent~~highly onleveraged. ~~information~~As ~~technology~~of ~~and~~December 27, 2014 our ~~systems~~total ~~and~~debt ~~infrastructure~~was ~~face~~approximately ~~certain risks~~$1, ~~including~~064.9 million. ~~cyber~~Our ~~security~~high ~~risks~~degree ~~and~~of ~~data~~leverage could ~~leakage~~have ~~risks.~~important consequences, including:

We• ~~are~~requiring ~~dependent~~a onsubstantial ~~information~~portion ~~technology systems and infrastructure. Any significant breakdown, invasion, destruction or interruption~~ of ~~these~~cash ~~systems~~flow byfrom ~~employees,~~operations ~~others~~to ~~with~~be ~~authorized~~dedicated ~~access~~ to our systems, or unauthorized persons could negatively affect operations. There is also a risk that we could experience a business interruption, theft of information or reputational damage as a result of a cyber attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers. While we have invested in the ~~protection~~payment of ~~our~~principal ~~data~~ and ~~information~~interest ~~technology~~on ~~to reduce these risks and periodically test the security of~~ our ~~information systems network~~indebtedness, ~~there~~thereby ~~can~~reducing ~~be no assurance that~~ our ~~efforts~~ability ~~will~~to ~~prevent breakdowns~~use ~~or breaches in~~ our ~~systems~~cash ~~that~~flow ~~could~~to ~~adversely~~fund ~~affect~~ our ~~financial condition~~operations, ~~results~~capital ofexpenditures ~~operations~~ and ~~liquidity.~~pursue future business opportunities;

~~Risks Related~~• increasing our vulnerability to ~~Our~~general ~~Indebtedness~~economic and industry conditions;

~~Our~~• ~~substantial~~exposing ~~leverage~~us ~~could adversely affect our ability~~ to ~~raise~~the ~~additional~~risk ~~capital~~of toincreased ~~fund~~interest ~~our operations,~~rates ~~limit~~as our ~~ability~~borrowings tounder ~~react to changes in the economy or~~ our ~~industry,~~senior ~~expose~~secured uscredit tofacilities ~~interest~~are ~~rate~~at ~~risk~~variable torates ~~the extent~~ of ~~our variable rate debt and prevent us from meeting our obligations under the notes.~~ interest;

We• ~~are~~restricting ~~highly~~us ~~leveraged.~~from Asmaking ofstrategic ~~December 28,~~acquisitions ~~2013,~~or ~~our~~causing ~~long-term~~us ~~debt, including the current portion and without giving effect~~ to ~~the original~~make ~~issuance discount, was approximately $695.9 million. In addition, on January 17, 2013, we increased our long~~non-~~term~~strategic ~~debt by $260.0 million with the issuance of Senior Notes at 10.5% due January 31, 2020. Our high degree of leverage could have important consequences for you, including:~~ divestitures;

• ~~making~~limiting itour ~~more~~ability ~~difficult~~to obtain additional financing for usworking tocapital, ~~make~~capital ~~payments~~expenditures, ondebt ~~the~~service ~~notes~~requirements, acquisitions and general corporate or other purposes; and

• ~~increasing~~limiting our ~~vulnerability~~ability to ~~general~~adjust ~~economic~~to ~~and~~changing ~~industry~~market conditions; and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

•We ~~requiring~~are a ~~substantial~~holding ~~portion~~company, ofand ~~cash~~our ~~flow~~consolidated ~~from~~assets ~~operations~~are toowned beby, ~~dedicated~~and toour ~~the~~business ~~payment~~is conducted through, our subsidiaries. Revenues from these subsidiaries are our primary source of ~~principal~~funds for debt payments and ~~interest~~operating onexpenses. If our ~~indebtedness~~subsidiaries are restricted from making distributions to us, ~~thereby~~that ~~reducing~~may impair our ability to ~~use~~meet our ~~cash~~debt ~~flow~~service toobligations or otherwise fund our operations. Moreover, ~~capital~~there ~~expenditures~~may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including laws that require companies to maintain minimum amounts of capital and ~~future~~to ~~business~~make ~~opportunities;~~payments to stockholders only from profits. As a result, although a subsidiary of ours may have cash, we may not be able to obtain that cash to satisfy our obligation to service our outstanding debt or fund our operations.

•Certain ~~exposing~~of usour todebt ~~the~~agreements ~~risk~~impose ofsignificant ~~increased~~operating ~~interest~~and ~~rates~~financial asrestrictions ~~certain~~on ofus ~~our~~and ~~borrowings under~~ our ~~senior~~subsidiaries, ~~secured~~which ~~credit~~could ~~facilities~~prevent ~~are~~us atfrom capitalizing ~~variable~~on ~~rates~~business ofopportunities. ~~interest;~~

•The ~~restricting~~indenture that governs our 10 1⁄2% Senior Notes due 2020 (“senior notes”) and the credit agreement that governs our senior secured credit facilities impose significant operating and financial restrictions on us. ~~from~~These ~~making~~restrictions ~~strategic~~will limit ~~acquisitions~~our ability and/or ~~causing~~the usability of our subsidiaries to, ~~make~~among ~~non-strategic~~other ~~divestitures;~~things:

• ~~limiting~~incur ~~our~~or ~~ability~~guarantee ~~to obtain~~ additional ~~financing for working capital, capital expenditures,~~ debt ~~service~~or ~~requirements,~~issue ~~acquisitions~~disqualified ~~and~~stock ~~general corporate~~ or ~~other~~preferred ~~purposes~~stock; ~~and~~

• ~~limiting~~pay ~~our~~dividends ~~ability~~(including to ~~adjust~~us) ~~to changing market conditions~~ and ~~placing~~make usother atdistributions aon, ~~competitive~~or ~~disadvantage~~redeem ~~compared~~or torepurchase, ~~our~~capital ~~competitors who are less highly leveraged.~~stock;

~~Borrowings~~• ~~under~~make ~~our~~certain senior secured credit facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. investments;

In• ~~addition,~~incur ~~the~~certain indenture that governs our senior notes and the credit agreement governing our senior secured credit facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt. liens;

~~Despite~~• ~~our~~enter ~~current~~into ~~level~~transactions ofwith indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could reduce our ability to satisfy our obligations under the notes and further exacerbate the risks to our financial condition. affiliates;

We• ~~and~~merge our subsidiaries may be able to incur significant additional indebtedness in the future. Although the indenture governing the existing notes and the notes and the credit agreement governing our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. Our senior secured credit facilities include an uncommitted incremental facility that will allow us the option to increase the amount available under the term loan facility and/or the senior secured revolving credit facility by (i) $135.0 million plus (ii) an additional amount so long as we are in pro forma compliance with a consolidated first lien net leverage ratio. Availability of such incremental facilities will be subject to, among other conditions, the absence of an event of default and pro forma compliance with the financial covenants under our credit agreement and the receipt of commitments by existing or additional financial institutions. consolidate;

22• enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuers;

~~ITEM~~• ~~1B.~~designate ~~UNRESOLVED~~restricted ~~STAFF~~subsidiaries ~~COMMENTS~~as unrestricted subsidiaries; and

~~None.~~• transfer or sell assets.

23As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

~~ITEM~~Our 2failure to comply with the restrictive covenants described above as well as other terms of our other indebtedness and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. ~~PROPERTIES~~If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected.

~~Properties~~21

Our headquartersTable areof located in a 16,653 square foot office space, which we lease in Denver, Colorado, under a lease expiring on August 31, 2017. Contents

WeServicing ~~also~~our ~~operate~~indebtedness ~~124~~will ~~quarries~~require ~~and~~a ~~sand~~significant ~~deposits,~~amount 42of ~~asphalt~~cash. ~~paving~~Our ~~mix~~ability ~~plants~~to ~~and~~generate 46sufficient cash ~~fixed~~depends ~~and~~on ~~portable~~many ~~ready-mixed~~factors, ~~concrete~~some ~~plants~~of ~~and~~which ~~have~~are 25not ~~office~~within ~~locations~~our control.

~~The~~Our ~~following~~ability ~~chart~~to ~~sets~~make ~~forth~~payments ~~specifics~~on ofour indebtedness and to fund planned capital expenditures will depend on our ~~production~~ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory and ~~distribution~~other ~~facilities~~factors asthat are beyond our control. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of ~~January 17~~our debt, ~~2014:~~sell material assets or operations or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt arrangements could restrict us from effecting any of these alternatives.

~~Region~~Despite ~~Property~~our ~~Owned/~~current ~~Leased~~level ~~Aggregates~~of ~~AsphaltPlant ReadyMixedConcrete Cement Landfill Other* West Amity~~indebtedness, ~~Arkansas~~we ~~Leased~~may —still Xbe —able —to —incur substantially —more ~~West~~debt. ~~DeQueen,~~This ~~Arkansas~~could ~~Leased~~further —exacerbate Xthe —risks —to —our —financial ~~West~~condition ~~Kirby,~~described ~~Arkansas~~above. Leased Sandstone — — — — — West Texarkana, Arkansas Leased — X — — — — West Clark, Colorado Leased Sand and Gravel — — — — — West Craig, Colorado Owned Sand and Gravel X — — — — West Craig, Colorado Leased Sand and Gravel — — — — — West Craig, Colorado Leased Sand and Gravel — — — — — West Delta, Colorado Owned/Leased Sand and Gravel — — — — — West Delta, Colorado Leased Sand and Gravel — — — — — West Durango, Colorado Leased Sand and Gravel X — — — — West Durango, Colorado Leased Sand and Gravel — X — — — West Eagle, Colorado Leased — X — — — — West Fruita, Colorado Leased Sand and Gravel — — — — — West Grand Junction, Colorado Owned Sand and Gravel — — — — — West Grand Junction, Colorado Owned Sand and Gravel — — — — — West Grand Junction, Colorado Owned — X — — — — West Grand Junction, Colorado Owned/Leased Sand and Gravel — X — — — West Grand Junction, Colorado Leased Sand and Gravel — — — — — West Grand Junction, Colorado Owned — — X — — — West Parachute, Colorado Leased Sand and Gravel — — — — — West Parachute, Colorado Leased Sand and Gravel — — — — — West Silverton, Colorado Leased — — X — — — West Whitewater, Colorado Leased Sand and Gravel — — — — — West Whitewater, Colorado Owned/Leased Sand and Gravel — — — — — West Whitewater, Colorado Leased Sand and Gravel — — — — —

24We may be able to incur significant additional indebtedness in the future. Although the indenture governing our senior notes and the credit agreement governing our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could incur substantial additional indebtedness in compliance with these restrictions. If we incur any additional indebtedness that ranks equally with the notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. Our senior secured credit facilities include an uncommitted incremental facility that will allow us the option to increase the amount available under the term loan facility and/or the senior secured revolving credit facility by (i) $135.0 million plus (ii) an additional amount so long as we are in pro forma compliance with a consolidated first lien net leverage ratio. Availability of such incremental facilities will be subject to, among other conditions, the absence of an event of default and pro forma compliance with the financial covenants under our credit agreement and the receipt of commitments by existing or additional financial institutions.

~~Region Property Owned/ Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill~~ Other* ~~West~~Risks Woody Creek, Colorado Owned Sand and Gravel X — — — — Central Bettendorf, Iowa Owned — — — X — — West Bliss, Idaho Owned Sand and Gravel — — — — — West Burley, Idaho Owned Sand and Gravel — — — — — West Jerome, Idaho Owned — — X — — X West Rupert, Idaho Owned — — X — — — West Rupert, Idaho Leased Sand and Gravel — — — — — West Rupert, Idaho Owned Sand and Gravel — — — — — West Rupert, Idaho Owned Sand and Gravel — — — — — West Twin Falls, Idaho Owned — — X — — X Central Andover, Kansas Owned — — X — — — Central Chapman, Kansas Leased Limestone — — — — — Central Easton, Kansas Leased Limestone — — — — — Central El Dorado, Kansas Leased — — X — — — Central Eudora, Kansas Owned Limestone X — — — — Central Eudora, Kansas Leased Limestone — — — — — Central Eureka, Kansas Owned — X — — — Central Grantville, Kansas Leased Limestone — — — — — Central Herington, Kansas Leased Limestone — — — — — Central Highland, Kansas Leased Limestone — — — — — Central Holton, Kansas Leased Limestone — — — — — Central Howard, Kansas Owned — — X — — — Central Lawrence, Kansas Owned — — — — X — Central Lawrence, Kansas Owned Limestone — — — — — Central Lawrence, Kansas Owned Limestone — — — — — Central Lawrence, Kansas Leased Limestone — — — — — Central Leavenworth, Kansas Leased Limestone — — — — — Central Linwood, Kansas Owned Limestone — — — — — Central Moline, Kansas Leased Limestone — — — — — Central Olsburg, Kansas Leased Limestone — — — — — Central Onaga, Kansas Leased Limestone — — — — — Central Osage City, Kansas Leased Limestone — — — — —

25Our success is dependent on our Chief Executive Officer and other key personnel.

~~Region~~Our ~~Property~~success ~~Owned/~~depends ~~Leased~~on ~~Aggregates~~the ~~AsphaltPlant~~continuing ~~ReadyMixedConcrete~~services ~~Cement~~of our ~~Landfill~~Chief Other*Executive ~~Central Oxford~~Officer, ~~Kansas~~Mr. Tom ~~Leased~~Hill, ~~Sand~~ and ~~Gravel~~other —key —personnel. —We —believe —that ~~Central~~Mr. Hill ~~Perry,~~possesses ~~Kansas~~valuable ~~Owned~~knowledge —and —skills —that —are —crucial Xto ~~Central~~our ~~Perry,~~success ~~Kansas~~and ~~Leased~~would ~~Limestone~~be —very —difficult —to —replicate. —Our ~~Central~~senior ~~Perry,~~management ~~Kansas~~team ~~Owned~~was assembled —under —the —leadership —of ~~— — Central Severy, Kansas Leased Limestone — — — — — Central St~~Mr. Hill. ~~Mary’s,~~The ~~Kansas~~team ~~Leased~~was ~~Limestone~~assembled —with —a —view —towards —substantial ~~Central Tonganoxie~~growth, ~~Kansas~~and ~~Leased~~the ~~Limestone~~size —and —aggregate —compensation —of —the ~~Central~~team ~~Topeka,~~increased ~~Kansas~~substantially. ~~Leased~~The —associated Xsignificant —increase —in —overhead —expense could ~~Central~~decrease ~~Troy,~~our ~~Kansas~~margins ~~Leased~~if ~~Limestone~~we —fail —to —grow —substantially. —Not ~~Central~~all ~~Washington,~~of ~~Kansas~~our ~~Leased~~senior ~~Limestone~~management —team —resides —near —or —works ~~Central~~at ~~White~~our ~~City,~~headquarters. ~~Kansas~~The ~~Leased~~geographic ~~Limestone~~distance —of —the —members —of —our ~~Central~~senior ~~Wichita,~~management ~~Kansas~~team ~~Owned~~may —impede —the —team’s —ability Xto work —together ~~Central~~effectively. ~~Wichita,~~Our ~~Kansas~~success ~~Owned~~will ~~— — X — — — Central Wichita~~depend, ~~Kansas~~in ~~Owned — — X — — — Central Wichita~~part, ~~Kansas~~on ~~Leased~~the —efforts — X — — — Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned Sand and ~~Gravel~~abilities —of —our —senior —management ~~— Central Wichita, Kansas Leased Sand~~ and ~~Gravel~~their —ability —to —work —together. —We ~~Central~~cannot ~~Wichita,~~assure ~~Kansas~~you ~~Owned~~that ~~Sand~~they ~~and~~will ~~Gravel~~be —able —to —do —so. — Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — — Central Winchester, Kansas Leased Limestone — — — — — Central Woodbine, Kansas Leased Limestone — — — — — Central Woodbine, Kansas Owned Limestone — — — — —

26Over time, our success will depend on attracting and retaining qualified personnel. Competition for senior management is intense, and we may not be able to retain our management team or attract additional qualified personnel. The loss of a member of senior management would require our remaining senior officers to divert immediate attention, which could be substantial, or require costly external resources in the short term. The inability to adequately fill vacancies in our senior executive positions on a timely basis could negatively affect our ability to implement our business strategy, which could adversely affect our results of operations and prospects.

~~Region~~We ~~Property~~use ~~Owned/~~large ~~Leased~~amounts ~~Aggregates~~of ~~AsphaltPlant ReadyMixedConcrete Cement Landfill Other* East Avon~~electricity, ~~Kentucky~~diesel ~~Leased — — — — — X East Beattyville~~fuel, ~~Kentucky~~liquid ~~Leased~~asphalt ~~Limestone~~and Xother —petroleum-based —resources —that —are ~~East~~subject ~~Bethelridge,~~to potential ~~Kentucky~~reliability ~~Owned Limestone X — — — — East Burnside~~issues, ~~Kentucky~~supply ~~Owned/Leased~~constraints ~~Limestone~~and Xsignificant —price ~~— — — East Carrollton~~fluctuation, ~~Kentucky~~which ~~Leased~~could —affect Xour —financial ~~— — — East Carrollton~~position, ~~Kentucky~~operating ~~Leased~~results — — — — — X East Carrollton, Kentucky Owned — — — — — X East Cave City, Kentucky Owned Limestone — — — — — East Cave City, Kentucky Owned Limestone — — — — — East Crestwood, Kentucky Leased — X — — — — East Flat Lick, Kentucky Owned — X — — — — East Glasgow, Kentucky Leased — — — — — X East Glasgow, Kentucky Leased Limestone — — — — — East Glasgow, Kentucky Leased Limestone — — — — — East Horsecave, Kentucky Owned/Leased Limestone — — — — — East Jackson, Kentucky Owned X — — — — East Knob Lick, Kentucky Owned Limestone — — — — X East London, Kentucky Leased — X — — — — East Magnolia, Kentucky Owned Sand and ~~Gravel~~liquidity. — — — — — East Middlesboro, Kentucky Owned — X — — — — East Monticello, Kentucky Owned Limestone — — — — — East Morehead, Kentucky Leased — X — — — X East Paris, Kentucky Owned — — — — — X East Paris, Kentucky Leased/Owned Limestone X — — — X East Pineville, Kentucky Leased Limestone — — — — — East Ravenna, Kentucky Leased Limestone X — — — — East Richmond, Kentucky Owned — — — — — X East Salyersville, Kentucky Leased — — — — — — East Scottsville, Kentucky Leased Limestone — — — — — East Somerset, Kentucky Leased Limestone — — — — — East Somerset, Kentucky Owned/Leased Limestone X — — — X East Stanton, Kentucky Owned/Leased Limestone X — — — —

27In our production and distribution processes, we consume significant amounts of electricity, diesel fuel, liquid asphalt and other petroleum-based resources. The availability and pricing of these resources are subject to market forces that are beyond our control. Furthermore, we are vulnerable to any reliability issues experienced by our suppliers, which also are beyond our control. Our suppliers contract separately for the purchase of such resources and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors that interrupt their availability. Variability in the supply and prices of these resources could materially affect our financial position, results of operations and liquidity from period to period.

~~Region~~22 Property Owned/ Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill Other* East Tompkinsville, Kentucky Owned Limestone — — — — — East West Liberty, Kentucky Owned Limestone X — — — — Central Amazonia, Missouri Owned Limestone — — — — — Central Barnard, Missouri Leased Limestone — — — — — Central Bethany, Missouri Leased Limestone — — — — — Central Blythedale, Missouri Leased Limestone — — — — — Central Cameron, Missouri Owned — — — — — X Central Chesterfield, Missouri Leased — — — X — — Central Columbia, Missouri Leased Limestone — — — — — Central Columbia, Missouri Owned Limestone — X — — — Central Columbia, Missouri Owned — — — — — X Central Columbia, Missouri Owned — — — — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Leased Limestone — — — — — Central Cowgil, Missouri Leased Limestone — — — — — Central Dawn, Missouri Leased Limestone — — — — — Central Edinburg, Missouri Leased Limestone — — — — — Central Gallatin, Missouri Leased Limestone — — — — — Central Hannibal, Missouri Owned Limestone — — X — X Central Huntsville, Missouri Owned/Leased Limestone — — — — — Central Maitland, Missouri Owned/Leased Limestone — — — — — Central Mercer, Missouri Leased Limestone — — — — — Central Moberly, Missouri Owned — — X — — — Central Oregon, Missouri Leased Limestone — — — — — Central Owensville, Missouri Clay — — X — — Central Owensville, Missouri Owned — — — X — — Central Pattonsburg, Missouri Leased Limestone — — — — — Central Pattonsburg, Missouri Leased Limestone — — — — — Central Princeton, Missouri Leased Limestone — — — — — Central Ravenwood, Missouri Leased Limestone — — — — —

28Table of Contents

~~Region~~Climate ~~Property~~change Owned/ Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill Other* Central Savannah, Missouri Owned/Leased Limestone — — — — — Central Savannah, Missouri Leased — — — — — X Central Sedalia, Missouri Leased Limestone — — — — — Central St. Louis, Missouri Owned — — — X — — Central Stet, Missouri Leased Limestone — — — — — Central Trenton, Missouri Leased Limestone — — — — — Central Pawnee City, Nebraska Leased Limestone — — — — — West Sawyer, Oklahoma Owned/Leased Sandstone — — — — — East Jellico, Tennessee Leased Limestone — — — — — West Amarillo, Texas Leased — X — — — — West Austin, Texas Leased — — — — — X West Austin, Texas Leased — — — — — — West Brookshire, Texas Owned — — X — — — West Buda, Texas Owned — X — — — — West Buda, Texas Leased Limestone — — — — X West Buda, Texas Leased — X — — — — West Columbus, Texas Leased Sand and ~~Gravel~~climate —change —legislation —or —regulations —may ~~West~~adversely ~~Columbus,~~affect ~~Texas~~our Leased Sand and Gravel — — — — — West Columbus, Texas Leased — — — — — X West Cypress, Texas Owned — — X — — — West Denison, Texas Owned — X — — — — West Denison, Texas Owned — — — — — X West Eagle Lake, Texas Leased Sand and Gravel — — — — — West Eagle Lake, Texas Owned Sand and Gravel — — — — — West Eagle Lake, Texas Leased Sand and Gravel — — — — — West Florence, Texas Owned Limestone — — — — — West Florence, Texas Leased — X — — — — West Florence, Texas Owned — X — — — — West Garwood, Texas Leased Sand and Gravel — — — — — West Greenville, Texas Owned — X — — — — West Greenville, Texas Owned — X — — — — West Guthrie, Texas Leased — X — — — —business.

29A number of governmental bodies have introduced or are contemplating legislative and regulatory changes in response to the potential effects of climate change. Such legislation or regulation has and potentially could include provisions for a “cap and trade” system of allowances and credits, among other provisions. The EPA promulgated a mandatory reporting rule covering greenhouse gas emissions from sources considered to be large emitters. The EPA has also promulgated a greenhouse gas (“GHG”) emissions permitting rule, referred to as the “Tailoring Rule” which sets forth criteria for determining which facilities are required to obtain permits for GHG emissions pursuant to the U.S. Clean Air Act’s Prevention of Significant Deterioration (“PSD”) and Title V operating permit programs. The U.S. Supreme Court ruled in June 2014 that the EPA exceeded its statutory authority in issuing the Tailoring Rule but upheld the Best Available Control Technology (“BACT”) requirements for GHGs emitted by sources already subject to PSD requirements for other pollutants. Our cement plant and one of our landfills hold Title V Permits. If future modifications to our facilities require PSD review for other pollutants, GHG BACT requirements may also be triggered, which could require significant additional costs.

~~Region Property Owned/ Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill~~ Other* ~~West~~potential ~~Hartley,~~effects ~~Texas~~of ~~Leased~~climate —change Xinclude —physical —effects —such —as ~~West~~disruption ~~Holiday,~~in ~~Texas~~production Leased — — — — — X West Katy, Texas Owned — — X — — — West Manvel, Texas Owned — — X — — — West Mount Pleasant, Texas Leased — X — — — — West Mustang Ridge, Texas Owned — X — — — — West Paris, Texas Owned — — — — — X West Paris, Texas Owned — X — — — — West Paris, Texas Leased — — — — — X West Richmond, Texas Owned — — X — — — West Richmond, Texas Leased — — — — — X West Rosenberg, Texas Owned — — X — — — West Sulphur Springs, Texas Owned — — — — — X West Texarkana, Texas Leased — — — — — X West Waller, Texas Owned — — X — — — West American Fork, Utah Owned — — X — — — West Aurora, Utah Owned — — X — — — West Bluffdale, Utah Owned Sand and ~~Gravel~~product —distribution Xas —a result —of —major ~~West~~storm ~~Highland,~~events ~~Utah Leased Sand~~ and ~~Gravel~~shifts —in Xregional —weather —patterns ~~— West Manti, Utah Owned — — X — — — West Midvale, Utah Owned — — X — — — West Mona, Utah Leased Sand~~ and ~~Gravel~~intensities. —There Xis —also —a —potential ~~West~~for ~~Mona,~~climate ~~Utah~~change ~~Owned~~legislation ~~Sand~~ and ~~Gravel~~regulation —to —adversely —affect —the —cost ~~West~~of ~~Mount~~purchased ~~Pleasant,~~energy Utah Owned — — X — — — West Parley’s Canyon, Utah Leased Limestone — — — — — West Salt Lake City, Utah Owned — — X — — — West Sandy, Utah Owned — — — — — X West Saratoga Springs, Utah Leased Sand and ~~Gravel~~electricity. — — — — — West Springville, Utah Owned — — X — — — West Stockton, Utah Owned Sand and Gravel — — — — — West Tooele, Utah Leased Sand and Gravel — — — — — West Tooele, Utah Leased Sand and Gravel — — — — —

30The effects of climate change on our operations are highly uncertain and difficult to estimate. However, because a chemical reaction inherent to the manufacture of Portland cement releases carbon dioxide, a GHG, cement kiln operations may be disproportionately affected by future regulation of GHGs. Climate change and legislation and regulation concerning GHGs could have a material adverse effect on our financial condition, results of operations and liquidity.

~~Region~~Affiliates ~~Property~~of ~~Owned/~~the ~~Leased~~Sponsors ~~Aggregates~~indirectly ~~AsphaltPlant~~own ~~ReadyMixedConcrete~~the ~~Cement~~substantial ~~Landfill~~majority Other*of ~~West~~the equity ~~Tooele,~~interests ~~Utah~~in ~~Owned~~us ~~Sand~~ and ~~Gravel~~may —have —conflicts —of —interest —with ~~West~~us ~~West~~or ~~Haven,~~holders ~~Utah~~of ~~Owned~~our —senior —notes Xin —the —future. — West West Jordan, Utah Owned — — X — — X West West Valley City, Utah Leased — — — — — X West West Valley City, Utah Owned Sand and Gravel X X — — — East Ewing, Virginia Leased Limestone — — — — — West Big Piney, Wyoming Leased — — X — — — West Evanston, Wyoming Owned — — X — — — West Kemmerer, Wyoming Leased — — X — — —

*The ~~Other~~Sponsors indirectly ~~primarily~~own ~~consists~~a substantial majority of ~~office~~our ~~space~~equity interests. As a result, affiliates of the Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of equity holders regardless of whether holders of our senior notes believe that any such transactions are in their own best interests. For example, affiliates of the Sponsors could collectively cause us to make acquisitions that increase the amount of our indebtedness or to sell assets, or could cause us to issue additional capital stock or declare dividends. So long as the Sponsors continue to indirectly own a significant amount of our outstanding equity interests, affiliates of the Sponsors will continue to be able to strongly influence or effectively control our decisions.

~~ITEM~~The 3indenture governing our senior notes and the credit agreement governing our senior secured credit facilities permit us to pay advisory and other fees, dividends and make other restricted payments to the Sponsors under certain circumstances and the Sponsors or their respective affiliates may have an interest in our doing so. ~~LEGAL~~In ~~PROCEEDINGS~~addition, the Sponsors have no obligation to provide us with any additional debt or equity financing.

~~Legal~~Additionally, ~~Proceedings~~the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services. The Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. The holders of our senior notes should consider that the interests of the Sponsors may differ from their interests in material respects. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Party Transactions, and Director Independence.”

WeUnexpected ~~are a party from time to time to legal proceedings relating to our operations. Our ultimate legal and financial~~operational ~~liability~~difficulties ~~in respect to all legal proceedings in which we are involved~~ at ~~any~~our ~~given~~facilities ~~time~~could ~~cannot~~disrupt beoperations, ~~estimated~~raise ~~with any certainty. However~~costs, ~~based~~and ~~upon~~reduce ~~examination~~revenue ~~of such matters~~ and ~~consultation~~earnings ~~with~~in ~~counsel, management currently believes that~~ the ~~ultimate~~ ~~outcome~~affected of these currently-identified contingencies, net of liabilities already accrued on our consolidated balance sheet, will not have a material adverse effect on our consolidated financial position, although the resolution in any reporting period of one or more of these matters could have a significant effect on our results of operations and/or cash flows for that periodlocations.

~~ITEM~~The 4reliability and efficiency of certain of our facilities, such as our sole cement manufacturing kiln, is dependent upon vital pieces of equipment. ~~MINE~~Although ~~SAFETY~~we ~~DISCLOSURES~~have scheduled outages to perform maintenance on certain of our facilities, vital equipment may periodically experience unanticipated disruptions due to accidents, mechanical failures or other unanticipated events such as fires, explosions, violent weather conditions or other unexpected operational difficulties. A substantial interruption of one of our facilities could require us to make significant capital expenditures to restore operations and could disrupt our operations, raise costs, and reduce revenue and earnings in the affected locations.

~~The~~We ~~information~~are ~~concerning~~dependent ~~mine~~on ~~safety~~information ~~violations~~technology. orOur ~~other~~systems ~~regulatory~~and infrastructure ~~matters~~face ~~required~~certain byrisks, ~~Section 1503(a)~~including ofcyber ~~the~~security ~~Dodd-Frank~~risks ~~Wall Street Reform~~ and ~~Consumer~~data ~~Protection~~leakage ~~Act and Item 104 of Regulation S-K (17 CFR 229~~risks.~~104)~~ ~~is included in Exhibit 95.1 to this report.~~

31We are dependent on information technology systems and infrastructure. Any significant breakdown, invasion, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively affect operations. There is also a risk that we could experience a business interruption, theft of information or reputational damage as a result of a cyber attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers. While we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our financial condition, results of operations and liquidity.

~~PART~~23 II

ITEMTable 5.of MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.Contents

~~There~~Labor ~~are~~disputes nocould ~~established~~disrupt ~~public~~operations ~~trading markets for our securities. Summit Materials Intermediate Holdings, LLC, which is wholly owned by Parent, owns 100 percent~~ of our ~~outstanding limited liability company interests~~businesses. ~~The agreements governing our indebtedness limit our ability to issue certain preferred shares, pay dividends, redeem stock or make other distributions.~~

~~ITEM~~As 6of December 27, 2014, labor unions represented approximately 5.4% ~~SELECTED~~of ~~FINANCIAL~~our ~~DATA~~total employees, substantially all at Continental Cement and Mainland. Our collective bargaining agreements for employees generally expire between 2015 and 2018. Although we believe we have good relations with our employees and unions, disputes with our trade unions, or the inability to renew our labor agreements, could lead to strikes or other actions that could disrupt our operations, raise costs, and reduce revenue and earnings in the affected locations.

~~The~~ITEM ~~following table sets forth, for the periods and as of the dates indicated, our selected predecessor and successor consolidated financial data~~1B. ~~For~~UNRESOLVED ~~financial~~STAFF statement presentation purposes, Hamm, which had a fiscal year-end of March 31 prior to its acquisition by Summit Materials on August 26, 2009, has been identified as the predecessor. The selected predecessor statement of operations data for the period from April 1, 2009 to August 25, 2009 was derived from the audited consolidated financial statements not included in this report. Summit Materials is the successor company. The selected successor statements of operations data for the three years ended December 28, 2013, December 29, 2012 and December 31, 2011 and the selected balance sheet data as of December 28, 2013 and December 29, 2012 are derived from our audited consolidated financial statements included elsewhere in this report. The selected successor statements of operations data for the year ended December 31, 2010 and the period from August 26, 2009 to December 31, 2009 and the selected balance sheet data as of December 31, 2010 and December 31, 2009 are derived from audited consolidated financial statements not included in this report. In 2011, Summit Materials adopted a “4-4-5” fiscal calendar in place of the calendar year it previously used. Under the 4-4-5 fiscal period, each year is divided into four quarters and each quarter consists of two four week “months” and one five week “month.” Historical results are not indicative of the results to be expected in the future. COMMENTS

32None.

~~You~~ITEM should read the following information together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes appearing elsewhere in this report2. PROPERTIES.

	Summit Materials, LLC (Successor)															Hamm, Inc.(Predecessor)
	Year EndedDecember 28,2013			Year EndedDecember 29,2012			Year EndedDecember 31,2011			Year EndedDecember 31,2010			Period fromAugust 26, 2009to December 31,2009			Period fromApril 1, 2009to August 25,2009
(in thousands)
Statement of Operations Data:
Total revenue	$	916,201		$	926,254		$	789,076		$	405,297		$	29,348		$	36,195
Total cost of revenue (excluding items shown separately below)		677,052			713,346			597,654			284,336			21,582			24,940
General and administrative expenses		142,000			127,215			95,826			48,557			4,210			1,639
Goodwill impairment		68,202			—			—			—			—			—
Depreciation, depletion, amortization and accretion		72,934			68,290			61,377			33,870			3,148			3,187
Transaction costs		3,990			1,988			9,120			22,268			4,682			—
Operating (loss) income		(47,977	)		15,415			25,099			16,266			(4,274	)		6,429
Other (income) expense, net		(1,737	)		(1,182	)		(21,244	)		1,583			192			484
Loss on debt financings		3,115			9,469			—			9,975			—			—
Interest expense		56,443			58,079			47,784			25,430			574			—
(Loss) income from continuing operations before tax		(105,798	)		(50,951	)		(1,441	)		(20,722	)		(5,040	)		5,945
Income tax (benefit) expense		(2,647	)		(3,920	)		3,408			2,363			216			2,303
(Loss) income from continuing operations	$	(103,151	)	$	(47,031	)	$	(4,849	)	$	(23,085	)	$	(5,256	)	$	3,642
Cash Flow Data
Net cash provided by (used for):
Operating activities	$	66,412		$	62,279		$	23,253		$	(20,529	)	$	3,897		$	6,320
Investing activities		(111,515	)		(85,340	)		(192,331	)		(499,381	)		(46,669	)		31,255
Financings activities		32,589			7,702			146,775			575,389			52,379			(44,649	)
Balance Sheet Data (as of period end):
Cash	$	14,917		$	27,431		$	42,790		$	65,093		$	9,614
Total assets		1,247,794			1,281,213			1,284,265			1,101,581			111,775
Total debt (including current portion of long-term debt)		688,987			639,843			608,981			559,980			28,750
Capital leases		8,026			3,092			3,158			3,217			—
Total member’s interest		283,551			382,428			436,372			345,993			—
Redeemable Noncontrolling interests		24,767			22,850			21,300			21,300			—
Other Financial Data (as of period end):
Total hard assets (1)	$	928,210		$	906,584		$	906,166		$	775,457		$	92,309
Ratio of earnings to fixed charges (2)		N/A			0.1x			1.0x			0.2x			N/A			365.0x

Properties

~~(1)~~Our ~~Defined~~headquarters asare ~~the~~located ~~balance~~in ~~sheet~~a ~~book~~16,653 ~~value~~square offoot ~~the~~office ~~sum~~space, ofwhich ~~(a)~~we ~~net~~lease ~~property~~in Denver, ~~plant~~Colorado, ~~and~~under ~~equipment~~a ~~and~~lease ~~(b)~~expiring ~~inventories~~on August 31, 2017.

~~(2)~~As ~~The ratio~~ of ~~earnings to fixed charges is determined by dividing earnings~~December 27, ~~as adjusted~~2014, bywe ~~fixed~~also ~~charges.~~operated ~~Fixed~~134 ~~charges~~quarries ~~consist~~and ofsand ~~interest~~deposits, on39 ~~indebtedness~~asphalt ~~plus~~paving ~~that~~mix ~~portion~~plants ofand ~~operating lease rentals representative of the interest factor (deemed to be 33% of operating lease rentals). Earnings were insufficient to cover~~ 64 fixed ~~charges~~and ~~for~~portable ~~the~~ready-mixed ~~period~~concrete ~~from~~plants ~~August 26, 2009 to December 31, 2009 by $5.6 million~~ and byhad ~~$107.5~~50 ~~million~~office ~~for the year ended December 28, 2013~~locations.

3324

ITEMTable 7.of MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Contents

~~You~~The ~~should read the~~ following ~~discussion~~chart ofsets ~~our~~forth ~~results~~specifics of ~~operations and financial condition with the “Selected Financial Data” section and~~ our ~~audited~~production ~~consolidated financial statements~~ and ~~the~~distribution ~~related~~facilities ~~notes~~as ~~thereto included elsewhere in this report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but~~of ~~not limited to~~December 27, ~~those~~2014: ~~described in the “Risk Factors” section of this report. Our actual results may differ materially from those contained in any forward-looking statements.~~

~~Overview~~Region Property Owned/Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill Other* West DeQueen, Arkansas Leased — X — — — — West Kirby, Arkansas Leased Sandstone — — — — — West Texarkana, Arkansas Leased — X — — — — West Abbotsford, British Columbia Owned — — — — — X West Abbotsford, British Columbia Leased Granite — — — — — West Abbotsford, British Columbia Leased Granite — — — — — West Richmond, British Columbia Owned/Leased — — — — — X West Richmond, British Columbia Leased — — — — — X West Surrey, British Columbia Leased — — — — — X West Surrey, British Columbia Leased — — — — — X West Langley, British Columbia Leased — — — — — X West Clark, Colorado Leased Sand and Gravel — — — — — West Craig, Colorado Owned Sand and Gravel X — — — — West Craig, Colorado Leased Sand and Gravel — — — — — West Craig, Colorado Leased Sand and Gravel — — — — — West Delta, Colorado Owned/Leased Sand and Gravel — — — — — West Delta, Colorado Leased Sand and Gravel — — — — — West Durango, Colorado Leased Sand and Gravel X — — — — West Durango, Colorado Leased Sand and Gravel — X — — — West Eagle, Colorado Leased — X — — — — West Fruita, Colorado Leased Sand and Gravel — — — — — West Grand Junction, Colorado Owned Sand and Gravel — — — — — West Grand Junction, Colorado Owned Sand and Gravel — — — — — West Grand Junction, Colorado Owned — X — — — — West Grand Junction, Colorado Owned/Leased Sand and Gravel — X — — — West Grand Junction, Colorado Leased Sand and Gravel — — — — — West Grand Junction, Colorado Owned — — X — — — West Parachute, Colorado Leased Sand and Gravel — — — — — West Parachute, Colorado Leased Sand and Gravel — — — — — West Silverton, Colorado Leased — — X — — — West Whitewater, Colorado Leased Sand and Gravel — — — — — West Whitewater, Colorado Owned/Leased Sand and Gravel — — — — — West Whitewater, Colorado Leased Sand and Gravel — — — — — West Woody Creek, Colorado Owned Sand and Gravel X — — — — Central Bettendorf, Iowa Owned — — — X — — West Bliss, Idaho Owned Sand and Gravel — — — — — West Burley, Idaho Owned Sand and Gravel — — — — — West Jerome, Idaho Owned — — X — — X West Rupert, Idaho Owned — — X — — — West Rupert, Idaho Leased Sand and Gravel — — — — — West Rupert, Idaho Owned Sand and Gravel — — — — — West Rupert, Idaho Owned Sand and Gravel — — — — — West Twin Falls, Idaho Owned — — X — — X Central Andover, Kansas Owned — — X — — — Central Chapman, Kansas Leased Limestone — — — — — Central Cummings, Kansas Leased Limestone — — — — — Central Derby, Kansas Owned — — — — — X Central Easton, Kansas Leased Limestone — — — — — Central El Dorado, Kansas Leased — — X — — — Central El Dorado, Kansas Owned — — — — — — Central Emporia, Kansas Owned — — X — — — Central Eudora, Kansas Owned Limestone X — — — — Central Eudora, Kansas Leased Limestone — — — — — Central Eureka, Kansas Owned — — X — — — Central Garnett, Kansas Leased — — X — — — Central Grantville, Kansas Leased Limestone — — — — — Central Herington, Kansas Leased Limestone — — — — — Central Highland, Kansas Leased Limestone — — — — — Central Holton, Kansas Leased Limestone — — — — — Central Holton, Kansas Owned — — X — — — Central Howard, Kansas Owned — — X — — — Central Lawrence, Kansas Owned — — — — X — Central Lawrence, Kansas Owned Limestone — — — — — Central Lawrence, Kansas Owned Limestone — — — — — Central Lawrence, Kansas Leased Limestone — — — — — Central Leavenworth, Kansas Leased Limestone — — — — — Central Linwood, Kansas Owned Limestone — — — — — Central Moline, Kansas Leased Limestone — — — — — Central New Strawn, Kansas Owned — — X — — — Central Olsburg, Kansas Leased Limestone — — — — —

We are a leading, vertically-integrated, geographically-diverse, heavy-side building materials company. We supply aggregates, cement and related downstream products such as ready-mixed concrete, asphalt paving mix, concrete products and paving and related construction services for a variety of end uses in the U.S. construction industry, including public infrastructure projects, as well as private residential and non-residential construction. We believe we are a top 15 supplier of aggregates, a top 25 ~~producer of cement and a major producer of asphalt paving mix and ready-mixed concrete in the United States by volume.~~

WeTable were formed in September 2008. Since July 2009, $794.5 million of funding commitments have been made to our parent company. We have grown rapidly as a result of our disciplined acquisition strategy, utilizing approximately $463.9 million of deployed equity. Our eight operating companies make up our three distinct operating segments – Central, West and East regions – spanning 16 states and 23 metropolitan areas. We believe each of our operating companies has a top three market share position in its local market area and an extensive operating history, averaging over 35 years. Our highly experienced management team, led by 30-year industry veteran, CEO, Tom Hill has successfully enhanced the operations of acquired companies by focusing on scale advantages, cost efficiencies and pricing discipline to improve profitability and cash flow. Contents

AsRegion ofProperty ~~December 28~~Owned/Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill Other* Central Onaga, ~~2013~~Kansas Leased Limestone — — — — — Central Osage City, weKansas ~~had~~Leased ~~1.2~~Limestone ~~billion~~— ~~tons~~— — — — Central Osage City, Kansas Owned — — X — — — Central Ottawa, Kansas Owned — — X — — — Central Oxford, Kansas Leased Sand and 0Gravel — — — — — Central Ozawkie, Kansas Owned — — X — — — Central Perry, Kansas Owned — — — — — X Central Perry, Kansas Leased Limestone — — — — — Central Salina, Kansas Leased — — X — — — Central Severy, Kansas Leased Limestone — — — — — Central St.~~4 billion~~ ~~tons~~Joseph, ofKansas ~~proven~~Owned — — X — — — Central St. Joseph, Kansas Leased — — — — — X Central St. Mary’s, Kansas Leased Limestone — — — — — Central Tonganoxie, Kansas Leased Limestone — — — — — Central Topeka, Kansas Leased — X — — — — Central Topeka, Kansas Leased — — X — — — Central Topeka, Kansas Leased — — X — — — Central Topeka, Kansas Owned — — — — — X Central Topeka, Kansas Leased Sand and ~~probable~~Gravel ~~aggregates~~— ~~reserves~~— ~~serving~~— ~~our~~— ~~aggregates~~— Central Topeka, Kansas Owned Sand and ~~cement~~Gravel ~~businesses~~— — — — — Central Troy, ~~respectively~~Kansas Leased Limestone — — — — — Central Washington, Kansas Leased Limestone — — — — — Central White City, Kansas Leased Limestone — — — — — Central Wichita, Kansas Owned — — — — X — Central Wichita, Kansas Owned — — — — X — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — — Central Wichita, Kansas Owned — — X — — — Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — X Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned — X — — — — Central Wichita, Kansas Owned Sand and ~~operated~~Gravel ~~over~~— ~~200~~— ~~sites~~— — — Central Wichita, Kansas Leased Sand and ~~plants~~Gravel — — — — — Central Wichita, toKansas ~~which~~Owned weSand ~~have~~and ~~adequate~~Gravel ~~road~~— — — — — Central Wichita, ~~barge~~Kansas Owned — — — — — X Central Wichita, Kansas Owned — — — — — — Central Wichita, Kansas Owned — — — — — — Central Wichita, Kansas Owned — — — — — — Central Wichita, Kansas Owned Sand and Gravel — — — — — Central Winchester, Kansas Leased Limestone — — — — — Central Woodbine, Kansas Leased Limestone — — — — — Central Woodbine, Kansas Owned Limestone — — — — — East Avon, Kentucky Leased — — — — — X East Beattyville, Kentucky Leased Limestone X — — — — East Bethelridge, Kentucky Owned Limestone X — — — — East Burnside, Kentucky Owned/orLeased ~~railroad~~Limestone ~~access.~~X ~~From~~— ~~time~~— to— ~~time~~— East Carrollton, ~~in connection~~Kentucky ~~with~~Leased ~~certain~~— ~~acquisitions~~X — — — — East Carrollton, weKentucky ~~engage~~Leased a— ~~third~~— ~~party~~— ~~engineering~~— ~~firm~~— toX ~~perform~~East aCarrollton, ~~reserve~~Kentucky ~~audit~~Owned — — — — — X East Cave City, ~~but~~Kentucky weOwned doLimestone ~~not~~— ~~perform~~— ~~annual~~— ~~reserve~~— ~~audits.~~— East Cave City, Kentucky Owned Limestone — — — — — East Crestwood, Kentucky Leased — X — — — — East Flat Lick, Kentucky Owned — X — — — — East Glasgow, Kentucky Leased — — — — — X East Glasgow, Kentucky Leased Limestone — — — — — East Glasgow, Kentucky Leased Limestone — — — — — East Horsecave, Kentucky Owned/Leased Limestone — — — — — East Jackson, Kentucky Owned — X — — — — East Knob Lick, Kentucky Owned Limestone — — — — X East Magnolia, Kentucky Owned Sand and Gravel — — — — — East Middlesboro, Kentucky Owned — X — — — — East Monticello, Kentucky Owned Limestone — — — — — East Morehead, Kentucky Leased — X — — — X East Paris, Kentucky Owned — — — — — X East Paris, Kentucky Leased/Owned Limestone X — — — X East Pineville, Kentucky Leased Limestone — — — — — East Ravenna, Kentucky Leased Limestone X — — — — East Richmond, Kentucky Owned — — — — — X

By26 segment, our estimate of proven and probable reserves for which we have permits for extraction and that we consider to be recoverable aggregates of suitable quality for economic extraction are shown in the table below along with average annual production. The number of producing quarries as of December 28, 2013 shown on the table below includes the underground mine supporting our cement plant, which is currently in development.

Segment	Number ofproducingquarries		Tonnage of reserves for each general type of aggregate				Annualproduction (1)		Average yearsuntil depletionat currentproduction		Percent ofreserves owned andpercent leased
			Hard rock (1)		Sand andgravel (1)						Owned			Leased (2)
Central		57		857,867		35,350		4,962		180		74	%		26	%
West		39		153,885		199,219		7,469		47		59	%		41	%
East		22		416,319		5,486		4,440		95		44	%		56	%
Total		118		1,428,071		240,055		16,871

~~(1)~~Region ~~Hard~~Property ~~rock~~Owned/Leased Aggregates AsphaltPlant ReadyMixedConcrete Cement Landfill Other* East Scottsville, ~~sand~~Kentucky Leased Limestone — — — — — East Somerset, Kentucky Leased Limestone — — — — — East Somerset, Kentucky Owned/Leased Limestone X — — — X East Stanton, Kentucky Owned/Leased Limestone X — — — — East Tompkinsville, Kentucky Leased Limestone — — — — — East WestLiberty, Kentucky Owned Limestone X — — — — Central Amazonia, Missouri Owned Limestone — — — — — Central Barnard, Missouri Leased Limestone — — — — — Central Bethany, Missouri Leased Limestone — — — — — Central Blythedale, Missouri Leased Limestone — — — — — Central Cameron, Missouri Owned — — — — — X Central Chesterfield, Missouri Leased — — — X — — Central Columbia, Missouri Leased Limestone — — — — — Central Columbia, Missouri Owned Limestone — X — — — Central Columbia, Missouri Owned — — — — — X Central Columbia, Missouri Owned — — — — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Owned — — X — — — Central Columbia, Missouri Leased Limestone — — — — — Central Cowgil, Missouri Leased Limestone — — — — — Central Dawn, Missouri Leased Limestone — — — — — Central Edinburg, Missouri Leased Limestone — — — — — Central Gallatin, Missouri Leased Limestone — — — — — Central Hannibal, Missouri Owned Limestone — — X — X Central Huntsville, Missouri Owned/Leased Limestone — — — — — Central Maitland, Missouri Owned/Leased Limestone — — — — — Central Mercer, Missouri Leased Limestone — — — — — Central Moberly, Missouri Owned — — X — — — Central Oregon, Missouri Leased Limestone — — — — — Central Owensville, Missouri Owned Clay — — X — — Central Pattonsburg, Missouri Leased Limestone — — — — — Central Pattonsburg, Missouri Leased Limestone — — — — — Central Princeton, Missouri Leased Limestone — — — — — Central Ravenwood, Missouri Leased Limestone — — — — — Central Savannah, Missouri Owned/Leased Limestone — — — — — Central Savannah, Missouri Leased — — — — — X Central Sedalia, Missouri Leased Limestone — — — — — Central St. Louis, Missouri Owned — — — X — — Central Stet, Missouri Leased Limestone — — — — — Central Trenton, Missouri Leased Limestone — — — — — Central Pawnee City, Nebraska Leased Limestone — — — — — West Sawyer, Oklahoma Owned/Leased Sandstone — — — — — East Jefferson, South Carolina Leased Granite — — — — — East Mt. Croghan, South Carolina Leased Sand and ~~gravel~~Gravel — — — — — East Jellico, Tennessee Leased Limestone — — — — — West Altair, Texas Leased Sand and ~~annual~~Gravel ~~production~~— ~~tons~~— ~~are~~— ~~shown~~— in— ~~thousands.~~West Amarillo, Texas Leased — X — — — — West Austin, Texas Leased — — — — — X West Austin, Texas Leased — — — — — — West Big Springs, Texas Owned — — X — — — West Blessing, Texas Owned Sand and Gravel — — — — — West Brookshire, Texas Owned — — X — — — West Buda, Texas Leased Limestone — — — — X West Buda, Texas Leased — X — — — — West Buda, Texas Owned — X — — — — West Columbus, Texas Leased Sand and Gravel — — — — — West Columbus, Texas Leased Sand and Gravel — — — — — West Columbus, Texas Leased — — — — — X West Crane, Texas Owned — — X — — — West Cypress, Texas Owned — — X — — — West Denison, Texas Owned — X — — — — West Denison, Texas Owned — — — — — X West Eagle Lake, Texas Leased Sand and Gravel — — — — — West Eagle Lake, Texas Leased Sand and Gravel — — — — — West Eagle Lake, Texas Owned Sand and Gravel — — — — — West Edna, Texas Owned — — — — — X West El Campo, Texas Owned — — — — — X West Florence, Texas Owned Limestone — — — — — West Florence, Texas Owned — X — — — — West Garwood, Texas Leased Sand and Gravel — — — — — West Gonzales, Texas Leased — — — — — X West Greenville, Texas Owned — X — — — — West Greenville, Texas Owned — X — — — —

~~(2)~~27 ~~Lease terms range from monthly to on-going with an average lease expiry of 2020.~~

34Table of Contents

OfRegion ~~the~~Property 16Owned/Leased ~~states~~Aggregates inAsphaltPlant ~~which~~ReadyMixedConcrete weCement ~~operate~~Landfill Other* West Greenwood, weTexas ~~currently~~Leased ~~have~~Limestone ~~assets~~— in— 14— ~~states~~— ~~across~~X ~~our~~West ~~three geographic~~Guthrie, ~~regions.~~Texas ~~The~~Leased ~~map~~— ~~below~~X ~~illustrates~~— ~~the~~— ~~geographic~~— ~~footprint~~— ofWest ~~our~~Hartley, ~~physical~~Texas ~~assets:~~Leased — X — — — — West Holiday, Texas Leased — — — — — X West Houston, Texas Owned — — X — — — West Houston, Texas Owned — — X — — — West Katy, Texas Owned — — X — — — West Manvel, Texas Owned — — X — — — West Midland, Texas Owned — — X — — — West Midland, Texas Owned — — X — — — West Monahans, Texas Owned — — X — — — West Monahans, Texas Owned — — X — — — West Mount Pleasant, Texas Leased — X — — — — West Mustang Ridge, Texas Owned — X — — — — West Odessa, Texas Owned — — X — — — West Odessa, Texas Owned — — X — — — West Paris, Texas Leased — — — — — X West Paris, Texas Owned — — — — — X West Paris, Texas Owned — X — — — — West Pecos, Texas Leased — — X — — — West Pyote, Texas Owned Sand and Gravel — — — — X West Richmond, Texas Leased — — — — — X West Richmond, Texas Owned — — X — — — West Rosenberg, Texas Owned — — X — — — West Sulphur Springs, Texas Owned — — — — — X West Texarkana, Texas Leased — — — — — X West Victoria, Texas Owned — — — — — X West Waller, Texas Owned — — X — — — West American Fork, Utah Owned — — X — — — West Aurora, Utah Owned — — X — — — West Bluffdale, Utah Owned Sand and Gravel — X — — — West Highland, Utah Leased Sand and Gravel — X — — — West Manti, Utah Owned — — X — — — West Midvale, Utah Owned — — X — — — West Mona, Utah Leased Sand and Gravel — X — — — West Mona, Utah Owned Sand and Gravel — — — — — West Mount Pleasant, Utah Owned — — X — — — West Parley’s Canyon, Utah Leased Limestone — — — — — West Salt Lake City, Utah Owned — — X — — — West Sandy, Utah Owned — — — — — X West Springville, Utah Owned — — X — — — West Stockton, Utah Owned Sand and Gravel — — — — — West Tooele, Utah Leased Sand and Gravel — — — — — West Tooele, Utah Owned Sand and Gravel — — — — — West WestHaven, Utah Owned — — X — — — West WestJordan, Utah Owned — — X — — X West WestValley City, Utah Leased — — — — — X West WestValley City, Utah Owned Sand and Gravel X X — — — East Ewing, Virginia Leased Limestone — — — — — West Big Piney, Wyoming Leased — — X — — — West Evanston, Wyoming Owned — — X — — — West Kemmerer, Wyoming Leased — — X — — —

~~Our~~* ~~revenue~~Other isprimarily ~~derived~~consists from multiple end-use markets including public infrastructure construction as well as private residential and non-residential construction. Public infrastructure construction includes spending by federal, state and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects are a historically stable portion of ~~state~~office ~~and federal budgets~~space. Our acquisitions to date have been focused in states with constitutionally-protected transportation funding sources, which we believe serves to limit our exposure to state and local budgetary uncertainties. Private construction includes both residential and non-residential new construction and repair and remodel markets, which have been significantly affected by the downturn in the overall economy and the construction industry, in particular. We believe exposure to multiple geographic markets affords us greater stability through economic cycles and positions us to capitalize on upside opportunities as the residential and non-residential construction recovery occurs.

~~Business~~28 ~~Trends and Conditions~~

TheTable U.S. heavy-side building materials industry is composed of four primary sectors: (i) aggregates; (ii) cement; (iii) ready-mixed concrete; and (iv) asphalt paving mix, one or more of which is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single product or market to multinational companies that offer a wide array of construction materials and services across several markets. Markets are defined in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Contents

~~Transportation~~ITEM ~~infrastructure projects, driven by both state and federal funding programs, represent a significant share of the U~~3.~~S. heavy-side~~ ~~building~~LEGAL ~~materials market~~PROCEEDINGS. MAP-21 was enacted in July 2012 and took effect in October 2012. MAP-21 is a 27-month, approximately $105.0 billion transportation funding program that provides for $40.4 billion and $41.0 billion in highway infrastructure investments in fiscal years 2013 and 2014, respectively. The spending levels are consistent with the preceding federal transportation funding program. In addition to federal funding, highway construction and maintenance funding is also available through state, county and local agencies. Our five largest states by revenue (Texas, Kansas, Kentucky, Missouri and Utah represented approximately 25%, 20%, 17%, 12% and 11%, respectively, of our total revenue for the year ended December 28, 2013) each have funds whose revenue sources are constitutionally protected and may only be spent on transportation projects:

•We ~~Texas~~are ~~Department~~party ofto ~~Transportation’s~~certain ~~budget~~legal actions arising from ~~2012~~the toordinary course ~~2014~~of isbusiness ~~$31~~activities.0 ~~billion~~While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on our consolidated results of operations, financial position or liquidity.

•ITEM ~~Kansas has a 10-year $8~~4.2 ~~billion~~MINE ~~highway~~SAFETY ~~bill that was passed in May 2010~~DISCLOSURES.

•The ~~Kentucky’s~~information ~~highway~~concerning ~~program~~mine ~~has~~safety ~~anticipated~~violations ~~2013~~or other regulatory matters required by Section 1503(a) of the Dodd-~~2018~~Frank ~~funding~~Wall Street Reform and Consumer Protection Act and Item 104 of $5Regulation S-K (17 CFR 229.7104) ~~billion~~is included in Exhibit 95.1 to this report.

35PART II

•ITEM ~~Missouri has an estimated $0~~5.7 ~~billion~~MARKET inFOR ~~annual~~REGISTRANT’S ~~construction~~COMMON ~~funding~~EQUITY, ~~committed~~RELATED toSTOCKHOLDER ~~essential~~MATTERS ~~road~~AND ~~and~~ISSUER ~~bridge~~PURCHASES ~~programs~~OF ~~through~~EQUITY ~~2017~~SECURITIES.

•There ~~Utah’s~~are ~~transportation~~no ~~investment~~established ~~fund~~public ~~has~~trading $3markets for our equity securities.5 ~~billion~~Summit ~~committed~~Materials ~~through~~Intermediate ~~2018~~Holdings, LLC, which is indirectly wholly owned by Summit Holdings, owns 100 percent of our outstanding limited liability company interests. The agreements governing our indebtedness limit our ability to issue certain preferred shares, pay dividends, redeem stock or make other distributions.

~~Currently,~~ITEM ~~there is uncertainty as to what will succeed MAP-21, which expires in September 2014~~6. ASELECTED ~~new~~FINANCIAL ~~highway bill may be passed by the end of 2014, which will require continuing resolutions between September 2014 and the date a new bill is passed~~DATA. We are not expecting a significant change in funding levels through the continuing resolutions or a new bill. However, given the nation’s aging infrastructure and considering longstanding historical spending trends, management expects U.S. infrastructure investment to grow over the long-term. Management believes that the Company is well-positioned to capitalize on any such increase in investment.

~~Within~~The ~~many~~following oftable ~~our~~sets ~~markets,~~forth consolidated financial data for the ~~federal,~~five ~~state~~most ~~and~~recent ~~local~~years, ~~governments~~derived ~~have~~from ~~taken~~our ~~actions~~audited ~~to maintain~~consolidated orfinancial ~~grow~~statements. ~~highway~~The ~~funding~~selected ~~during~~statements aof ~~time~~operations indata ~~which~~for ~~many~~the ~~areas~~three ofyears ~~spending~~ended ~~are~~December 27, ~~facing~~2014, ~~significant~~December 28, ~~cuts.~~2013 ~~However~~and December 29, we2012 ~~could~~and ~~still~~the beselected balance ~~affected~~sheet bydata ~~any~~as ~~economic~~of ~~improvement~~December 27, or2014 ~~decline~~and December 28, ~~which~~2013 ~~could~~are ~~vary~~derived byfrom ~~local~~our ~~region~~audited ~~and~~consolidated ~~market~~financial statements included elsewhere in this report. ~~Our~~The ~~sales~~selected ~~and earnings~~statements ~~are~~of ~~sensitive~~operations todata ~~national~~for the years ended December 31, ~~regional~~2011 and ~~local~~the ~~economic~~December 31, ~~conditions~~2010 and ~~particularly~~the toselected ~~cyclical~~balance ~~changes~~sheet indata ~~construction~~as ~~spending~~of December 29, ~~especially~~2012, inDecember 31, ~~the~~2011 ~~private~~and ~~sector.~~December 31, ~~From~~2010 aare ~~macroeconomic~~derived ~~view,~~from ~~the~~audited ~~Company~~consolidated ~~sees~~financial ~~positive~~statements ~~indicators~~not ~~for~~included ~~the~~in this ~~construction~~report. ~~sector~~In 2011, ~~including~~Summit ~~upward~~Materials ~~trends~~adopted ina ~~housing~~52-53 ~~starts,~~week ~~construction~~year ~~employment~~with ~~and~~each ~~highway~~quarter ~~obligations~~consisting of 13 weeks ending on a Saturday. ~~All~~The of53-week ~~these~~year ~~factors~~occurs ~~should~~approximately ~~result~~once every seven years. The additional week in ~~increased~~the ~~construction~~53-week ~~activity~~year will be included in the fourth ~~relatively~~quarter. ~~near~~Historical ~~future~~results asare ~~compared~~not toindicative of the ~~recently preceding~~results ~~years~~to be expected in the future.

In29 addition to being subject to cyclical changes in the economy, our business is seasonal in nature. Almost all of our products are produced and consumed outdoors. Severe weather, seasonal changes and other weather-related conditions can significantly affect the production and sales volumes of our products. Typically, the highest sales and earnings are in the second and third quarters, and the lowest are in the first and fourth quarters. Winter weather months are generally periods of lower sales as we, and our customers, normally cannot cost-effectively mobilize and demobilize equipment and manpower under adverse weather conditions. Periods of heavy rainfall also adversely affect our work patterns and demand for our products. Our working capital may vary greatly during peak periods, but generally returns to average levels as our operating cycle is completed each fiscal year.

WeTable are subject to commodity price risk with respect to price changes in energy, including fossil fuels and electricity for aggregates, cement, ready-mixed concrete and asphalt paving mix production, liquid asphalt, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our public infrastructure contracts, other than those in Texas, limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on private and commercial contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials, including commodities, in the ordinary course of business. As a result of the contract escalation clauses and effective use of the firm purchase commitments, commodity prices did not have a material effect on our results of operations in 2013, as compared to 2012. Contents

You should read the following information together with the more detailed information contained in “Management’s Discussion and Analysis of Financial ~~Highlights—Year~~Condition ~~ended~~and ~~December 28,~~Results ~~2013~~of Operations” and the consolidated financial statements and the accompanying notes appearing elsewhere in this report.

The principal factors in evaluating our financial condition and operating results for the year ended December 28, 2013 are:


	Year Ended
	December 27,			December 28,			December 29,			December 31,			December 31,
(in thousands)	2014			2013			2012			2011			2010
Statement of Operations Data:
Total revenue	$	1,204,231		$	916,201		$	926,254		$	789,076		$	405,297
Total cost of revenue (excluding items shown separately below)		887,160			677,052			713,346			597,654			284,336
General and administrative expenses		150,732			142,000			127,215			95,826			48,557
Goodwill impairment		—			68,202			—			—			—
Depreciation, depletion, amortization and accretion		87,826			72,934			68,290			61,377			33,870
Transaction costs		8,554			3,990			1,988			9,120			22,268

Operating (loss) income		69,959			(47,977	)		15,415			25,099			16,266
Other (income) expense, net		(3,447	)		(1,737	)		(1,182	)		(21,244	)		1,583
Loss on debt financings		—			3,115			9,469			—			9,975
Interest expense		86,742			56,443			58,079			47,784			25,430

Loss from continuing operations before tax		(13,336	)		(105,798	)		(50,951	)		(1,441	)		(20,722	)
Income tax( benefit) expense		(6,983	)		(2,647	)		(3,920	)		3,408			2,363

Loss from continuing operations	$	(6,353	)	$	(103,151	)	$	(47,031	)	$	(4,849	)	$	(23,085	)

Cash Flow Data
Net cash provided by (used for):
Operating activities	$	79,089		$	66,412		$	62,279		$	23,253		$	(20,529	)
Investing activities		(461,280	)		(111,515	)		(85,340	)		(192,331	)		(499,381	)
Financings activities		380,489			32,589			7,702			146,775			575,389
Balance Sheet Data (as of period end):
Cash	$	13,215		$	14,917		$	27,431		$	42,790		$	65,093
Total assets		1,729,777			1,247,794			1,281,213			1,284,265			1,101,581
Total debt (including current portion of long-term debt)		1,064,917			688,987			639,843			608,981			559,980
Capital leases		31,210			8,026			3,092			3,158			3,217
Total member’s interest		286,983			283,551			382,428			436,372			345,993
Redeemable noncontrolling interests		33,740			24,767			22,850			21,300			21,300
Other Financial Data (as of period end):
Total hard assets (1)	$	1,062,154		$	928,210		$	906,584		$	906,166		$	775,457
Ratio of earnings to fixed charges (2)		0.8x			N/A			0.1x			1.0x			0.2x

•(1) ~~Product~~Defined ~~revenue increased $4.8 million in 2013,~~ as ~~compared~~the tobalance ~~2012,~~sheet asbook avalue ~~result~~ of ~~pricing~~the ~~increases~~sum ~~across~~of ~~our~~(a) ~~product~~net ~~lines~~property, ~~somewhat~~plant ~~offset~~and byequipment ~~declines in asphalt~~ and ~~cement~~(b) ~~volumes~~inventories. ~~The following table presents volume changes by product:~~

	Volume in 2013Compared to 2012
Aggregate		5	%
Cement		(4	%)
Ready-mixed concrete		9	%
Asphalt		(14	%)

(2)

The ratio of earnings to fixed charges is determined by dividing earnings, as adjusted by the adjustments listed on Exhibit 12.1 hereto, by fixed charges. Fixed charges consist of interest on indebtedness plus that portion of operating lease rentals representative of the interest factor (deemed to be 33% of operating lease rentals). Earnings were insufficient to cover fixed charges by $107.5 million in the year ended December 28, 2013.

•30 In 2013, we increased our focus on higher-margin, low-volume paving projects, which resulted in increased operating margin, but a decrease in asphalt volumes. With regards to pricing, we experienced pricing improvements across our product lines, as presented in the following table. We realized increases in average selling prices for our primary products in 2013, as compared to 2012.

36Table of Contents

	Average SellingPrices in 2013Compared to2012
Aggregate		7	%
Cement		3	%
Ready-mixed concrete		4	%
Asphalt		5	%

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

•You ~~Service~~should ~~revenue~~read ~~declined~~the ~~$14.9~~following ~~million~~discussion inof ~~2013,~~our asresults ~~compared~~of tooperations ~~2012,~~and asfinancial acondition with ~~result~~the “Selected Historical Consolidated Financial Data” section of ~~the~~this ~~increased~~report ~~focus~~and onour ~~higher-margin,~~audited ~~lower-volume~~consolidated ~~paving~~financial ~~projects~~statements and ~~completion~~the ofrelated ~~high~~notes thereto included elsewhere in this report. This discussion contains forward-~~revenue~~looking statements and involves numerous risks and uncertainties, ~~low-margin~~including, ~~projects~~but not limited to, ~~such~~those asdescribed ~~grading~~in ~~and~~the ~~structural~~“Risk ~~work~~Factors” section of this report. Our actual results may differ materially from those contained in any forward-looking statements.

•Overview Our operating earnings declined $63.4 million to a loss of $48.0 million in 2013 from income of $15.4 million in 2012. In 2013, we recognized goodwill impairment charges of $68.2 million as a result of current uncertainties in the timing of a sustained recovery in the Utah and Kentucky construction markets.

•We ~~Our~~are ~~operating~~one of ~~earnings~~the ~~improved~~fastest ~~$4.8~~growing ~~million~~construction materials companies in ~~2013~~the United States, aswith ~~compared~~a to197% ~~2012~~increase in revenue between the year ended December 31, ~~excluding~~2010 and the ~~$68.2~~year ~~million~~ended ~~goodwill~~December 27, ~~impairment~~2014, ~~recognized~~as compared to an average increase of approximately 38% in ~~2013~~revenue reported by our competitors over the same period. ~~This~~Our ~~improvement~~materials ininclude ~~earnings~~aggregates, ~~was~~which ~~predominantly~~we ~~driven~~supply byacross the ~~price~~country, ~~increases~~with ~~discussed~~a ~~above~~focus on Texas, Kansas, Kentucky, Utah and ~~higher~~Missouri, ~~margins~~and oncement, which we supply primarily in Missouri, Iowa and Illinois. Within our markets, we offer customers a single-source provider for construction ~~business~~materials and related downstream products through our vertical integration. In addition to supplying aggregates to customers, we use our materials internally to produce ready-mixed concrete and asphalt paving mix, which may be sold externally or used in ~~2013~~our paving and related services businesses. Our vertical integration creates opportunities to increase aggregates volumes and optimize margin at each stage of production and enables us to provide customers with efficiency gains, convenience and reliability, which we believe gives us a competitive advantage.

•Since ~~Cash~~our ~~provided~~first byacquisition ~~operations~~more ~~improved~~than tofive years ago, we have received equity commitments of $66798.41 million ~~in 2013~~, ~~compared~~of towhich $62467.35 million inhas ~~2012~~been deployed. Through the deployed equity and debt financings, aswe ahave ~~result~~completed 34 acquisitions, which are organized into 11 operating companies that make up our three distinct operating segments—West, Central and East regions—spanning 17 U.S. states and British Columbia, Canada and 27 metropolitan statistical areas. We believe each of ~~the~~our ~~increase~~operating companies has a top three market share position in its local market area achieved through their respective, extensive operating ~~earnings~~history, averaging over 35 years. Our highly experienced management team, led by our President and Chief Executive Officer, Tom Hill, a 30-year industry veteran, has successfully enhanced the operations of acquired companies by focusing on scale advantages, cost efficiencies and pricing discipline to improve profitability and cash flow.

•Our Onproven ~~January~~and 17probable aggregates reserves were 2.1 billion as of December 27, 2014. From time to time, in connection with certain acquisitions, we ~~issued~~engage a third-party engineering firm to perform an ~~additional~~aggregates ~~$260~~reserves audit, but we do not perform annual reserve audits.0 ~~million~~By segment, our estimate of ~~10.5%~~proven ~~senior~~and ~~notes~~probable ~~due~~reserves ~~2020.~~for ~~Proceeds~~which ~~from~~we ~~the~~have ~~notes~~permits ~~were~~for ~~used~~extraction and that we consider to ~~acquire~~be ~~the~~recoverable ~~assets~~aggregates of ~~Alleyton~~suitable quality for economic extraction, ~~pay~~including ~~down~~the ~~outstanding~~underground ~~borrowings~~mine onthat was substantially completed in 2014 to support our ~~senior~~cement ~~secured~~plant, ~~revolving~~are ~~credit~~shown ~~facility~~in ~~and~~the ~~for~~table ~~general~~below ~~corporate~~along ~~purposes~~with average annual production.

Acquisitions


			Tonnage of reserves for
			each general type of						Average years		Percent of
	Aggregate		aggregate						until depletion		reserves owned and
	producing				Sand and		Annual		at current		percent leased
Segment	sites		Hard rock (1)		gravel (1)		production (1)		production		Owned			Leased (2)
West		49		297,489		383,494		21,967		31		34	%		66	%
Central		61		872,883		53,035		5,479		169		69	%		31	%
East		24		459,057		7,174		4,960		94		39	%		61	%

Total		134		1,629,429		443,703		32,406

On(1) ~~January 17,~~Hard ~~2014~~rock, wesand ~~acquired~~and ~~certain aggregates~~gravel and ~~ready-mixed~~annual ~~concrete~~production ~~assets~~tons ofare ~~Alleyton~~shown in ~~Houston, Texas, which expands our presence in the vibrant Texas market~~thousands.

On(2) ~~April 1,~~Lease ~~2013,~~terms werange ~~acquired~~from ~~certain~~monthly ~~aggregates,~~to ~~ready~~on-~~mixed~~going ~~concrete~~with ~~and~~an ~~asphalt~~average ~~assets~~lease ofexpiry ~~Lafarge in and around Wichita, Kansas, which expands our footprint in the Wichita market across our lines~~ of ~~business~~2020.

On31 ~~April 1, 2013, we acquired the membership interests of Westroc in Utah. The Westroc acquisition expands our market coverage for aggregates and ready-mixed concrete in Utah.~~

DiscontinuedTable Operationsof Contents

AsWe ~~part~~operate ofin ~~our~~17 ~~strategy~~U.S. tostates ~~focus on our core business as a heavy-side building materials company, we have exited certain activities, including certain concrete paving operations, our railroad construction~~ and ~~maintenance~~British ~~operations (referred to herein as the “railroad business”)~~Columbia, ~~which involved building and repairing railroad sidings~~Canada, and ~~our~~we ~~environmental~~currently ~~remediation operations~~have ~~(the~~assets ~~“environmental remediation business”), which primarily involved the repair of retaining walls along highways~~ in ~~Kentucky and the removal and remediation of underground fuel storage tanks. The concrete paving operations were~~15 ~~wound~~states ~~down in the second quarter of 2013~~ and, asBritish ~~of March 7~~Columbia, ~~2014,~~Canada ~~all~~across ~~assets~~our ~~have~~three ~~been~~geographic ~~sold~~regions. The ~~railroad~~map ~~and~~below ~~environmental~~illustrates ~~remediation~~our ~~businesses~~geographic ~~were~~footprint: ~~sold in 2012 in separate transactions for aggregate proceeds of $3.1 million. Prior to recognition as discontinued operations, all of these businesses were included in the East region’s operations.~~

LOGO

~~Components~~For the year ended December 27, 2014, approximately 56% of our revenue related to residential and ~~Operating~~nonresidential ~~Results~~construction and approximately 44% related to public infrastructure projects. In general, our aggregates, asphalt paving mix and paving services businesses are weighted towards public infrastructure projects. Our cement and ready-mixed concrete businesses serve both the private construction and public infrastructure markets.

~~Total~~Private ~~Revenue~~construction includes both residential and nonresidential new construction and the repair and remodel markets. From a macroeconomic view, we see positive indicators for the construction sector, including upward trends in housing starts and construction employment and highway obligations. All of these factors should result in increased construction activity in the private sector. However, we do not expect this recovery to be consistent across the United States. Certain of our markets are showing greater, more rapid signs of recovery than other markets.

WePublic ~~derive~~infrastructure ~~our~~includes ~~revenue~~spending ~~predominantly~~ by ~~selling~~federal, ~~construction~~state ~~materials~~and local governments for roads, highways, bridges, airports and ~~providing~~other ~~construction~~public ~~services~~infrastructure projects. ~~Construction~~Public ~~materials~~infrastructure ~~consist~~projects have historically been a relatively stable portion of ~~aggregates~~state and federal budgets. Our acquisitions to date have been primarily focused in states with constitutionally-protected transportation funding sources, ~~cement~~which we believe limits our exposure to state and ~~related~~local ~~downstream~~budgetary ~~products~~uncertainties. Funding for the existing federal transportation funding program expired on September 30, ~~including~~2014 and on ~~ready-mixed~~August 1, ~~concrete~~2014, ~~asphalt~~a ~~paying~~Highway ~~mix~~Trust ~~and~~Fund ~~concrete~~extension ~~products~~bill was enacted. ~~Construction~~This ~~services~~bill ~~primarily~~provides ~~relate~~approximately $10.8 billion of funding, which is expected to ~~asphalt~~last ~~paving~~until May 2015. Any additional funding or successor programs have yet to be approved. With the nation’s infrastructure aging, we expect U.S. infrastructure spending to grow over the long term, and ~~other~~we ~~highway~~believe ~~construction~~we ~~services~~are well positioned to capitalize on any such increase.

37Business Trends and Conditions

~~Revenue~~The ~~derived~~U.S. construction ~~from~~materials ~~construction~~industry ~~material~~is ~~sales~~composed ~~are~~of ~~recognized~~four ~~when~~primary ~~risks~~sectors: ~~associated~~aggregates; ~~with ownership~~cement; ~~have~~ready-mixed ~~passed~~concrete; toand ~~unaffiliated~~asphalt ~~customers~~paving mix. ~~Typically~~Each ~~this~~of ~~occurs~~these ~~when~~materials ~~products~~is ~~are~~widely ~~shipped~~used in most forms of construction activity. ~~Product~~Competition ~~revenue~~is ~~generally~~limited ~~includes~~in ~~sales~~part ofby the ~~aggregates~~distance materials can be transported efficiently, ~~cement~~resulting ~~and~~in ~~related~~predominantly ~~downstream~~local ~~products~~or ~~and~~regional ~~other~~operations. ~~materials~~Participants toin ~~customers~~these sectors typically range from small, ~~net~~privately-held ofcompanies ~~discounts~~focused on a single material, product or market to ~~allowances~~multinational ~~and~~companies ~~taxes~~that offer a wide array of construction materials, ifproducts ~~any~~and related services. We estimate that approximately 65% of the aggregates in the United States are held by private companies.

~~Revenue~~32 derived from construction service contracts are recognized on the percentage-of-completion basis, measured by the cost incurred to date compared to estimated total cost of each project. This method is used because management considers cost incurred to be the best available measure of progress on these contracts. Due to the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change over the life of the contract.

OperatingTable Costsof and Expenses Contents

Our revenue is derived from multiple end-use markets including private residential and nonresidential construction, as well as public infrastructure construction. Residential and nonresidential construction consists of new construction and repair and remodel markets. The ~~key~~construction ~~components~~sectors in the local economies in which we operate have begun to show signs of ~~our~~recovery. ~~operating~~However, we could still be affected by any economic stagnation or decline, which could vary by local region and market. Our sales and earnings are sensitive to national, regional and local economic conditions ~~costs~~and particularly to cyclical changes in construction spending, especially in the private sector. From a macroeconomic view, we see positive indicators for the construction sector, including upward trends in housing starts, construction employment and ~~expenses~~highway ~~consist~~obligations. All of these factors should result in increased construction activity in the ~~following:~~private sector. However, we do not expect this recovery to be consistent across the United States. Certain of our markets are showing greater, more rapid signs of recovery. Increased construction activity in the private sector could lead to increased public infrastructure spending in the relatively near future. Public infrastructure includes spending by federal, state and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Our acquisitions to date have been primarily focused in states with constitutionally-protected transportation funding sources, which we believe limits our exposure to state and local budgetary uncertainties.

~~Total~~Transportation ~~Cost~~infrastructure projects, driven by both federal and state funding programs, represent a significant share of ~~Revenue~~the ~~(excluding~~U.S. construction ~~items~~materials ~~shown~~market. ~~separately)~~Funding for the existing federal transportation funding program expired on September 30, 2014 and on August 1, 2014, a Highway Trust Fund extension bill was enacted. This bill provides approximately $10.8 billion of funding, which is expected to last until May 2015. Any additional funding or successor programs have yet to be approved. With the nation’s infrastructure aging, we expect U.S. infrastructure spending to grow over the long term, and we believe we are well positioned to capitalize on any such increase.

~~Cost~~In ofaddition ~~revenue~~to ~~consists~~federal offunding, ~~all~~highway ~~production~~construction and maintenance ~~delivery~~funding ~~costs~~is ~~and~~also ~~primarily~~available ~~includes~~through ~~labor~~state, ~~repair~~county and ~~maintenance,~~local ~~utilities, raw materials, fuel, transportation, subcontractor costs and manufacturing overhead~~agencies. Our ~~cost~~five oflargest ~~revenue~~states ~~is directly affected~~ by ~~fluctuations~~revenue in(Texas, ~~commodity energy prices~~Kansas, ~~primarily diesel fuel~~Kentucky, ~~liquid~~Utah ~~asphalt~~ and ~~other~~Missouri, ~~petroleum-based~~which ~~resources.~~represented Asapproximately ~~a result~~34%, ~~our~~19%, ~~operating~~11%, ~~profit~~10% ~~margins~~and ~~can~~9%, berespectively, ~~significantly affected by changes in the underlying cost~~ of ~~certain~~our ~~raw materials if they are not recovered through corresponding changes in~~ total revenue. ~~We attempt to limit our exposure to changes~~ in ~~commodity~~ ~~energy~~2014) ~~prices~~each ~~by entering into forward purchase commitments when appropriate. In addition, we~~ have ~~sales~~funds ~~price~~whose ~~adjustment~~revenue ~~provisions~~sources ~~that~~are ~~provide~~constitutionally ~~for~~protected ~~adjustments~~and ~~based on fluctuations outside a limited range in certain energy-related production costs. These provisions~~ are indedicated ~~place~~ for ~~most~~transportation ~~of our public infrastructure contracts and we aggressively seek to include similar price adjustment provisions in our private contracts~~projects.

~~Goodwill~~• ~~Impairment~~Texas Department of Transportation’s budget from 2014 to 2016 is $25.3 billion.

~~Goodwill~~• ~~impairment~~Kansas ~~charges~~has ~~consist of the amount by which the fair value of~~ a ~~reporting~~10-year ~~unit~~$8.2 ~~exceeds~~billion ~~its~~highway ~~carrying~~bill ~~value,~~that aswas ~~determined~~passed in ~~the~~May ~~annual two-step impairment test~~2010.

~~General~~• ~~and~~Kentucky’s ~~Administrative~~biennial ~~Expenses~~highway construction plan has funding of $3.6 billion from July 2014 to June 2016.

~~General~~• ~~and~~Utah’s ~~administrative~~transportation ~~expenses~~investment ~~consist~~fund ~~primarily~~has ~~of salaries and personnel costs for our sales and marketing, administration, finance and accounting, legal, information systems and human resources employees~~$3.5 ~~Additional~~billion ~~expenses~~committed ~~include~~through ~~audit, consulting and professional fees, travel, insurance and other corporate expenses~~2018.

~~Transaction~~• ~~Costs~~Missouri has an estimated $0.7 billion in annual construction funding committed to essential road and bridge programs through 2017.

~~Transaction~~Within ~~costs~~many ~~consist~~of ~~primarily~~our ofmarkets, ~~third~~state ~~party~~and ~~accounting,~~local ~~legal,~~governments ~~valuation~~have ~~and~~taken ~~financial~~actions ~~advisory~~to ~~fees~~maintain ~~incurred~~or ingrow ~~connection~~highway ~~with~~funding during a time of uncertainty ~~acquisitions~~with respect to federal funding. For example:

~~Depreciation~~• The Texas legislature recently passed the largest two-year budget in the history of the Texas Department of Transportation (with growth in both new construction and maintenance). In addition, ~~Depletion~~Austin and Houston, ~~Amortization~~Texas have seen rapid residential demand expansion, which we expect to provide a stimulus for nonresidential and ~~Accretion~~public infrastructure demand, as job growth has drawn new residents. On November 4, 2014, voters in Texas passed a proposition that is expected to provide between $1.2 billion and $1.7 billion of incremental funding annually to the Texas Department of Transportation. The funds must be used for construction, maintenance, rehabilitation and acquiring right-of-way for public roads.

~~Our~~• ~~business~~Increases isin ~~capital~~heavy ~~intensive.~~truck Weregistration ~~carry property~~fees, ~~plant~~dedicated ~~and~~sales ~~equipment~~tax atrevenue ~~cost, net of applicable depreciation, depletion~~ and ~~amortization,~~ onbond ~~our~~issuances ~~balance~~have ~~sheet.~~enabled ~~Depreciation~~Kansas onto ~~property,~~maintain ~~plant~~stability ~~and~~in ~~equipment~~public isinfrastructure ~~computed on a straight-line basis or based on the economic usage over the estimated useful life of the asset~~spending. ~~The general range of depreciable lives by category, excluding mineral reserves, which are depleted based on the units of production method on a site-by-site basis, is as follows:~~

Buildings and improvements			7 - 40 years
Plant, machinery and equipment			3 - 40 years
Truck and auto fleet			3 - 10 years
Mobile equipment and barges			3 - 20 years
Landfill airspace and improvements			5 - 60 years
Other			2 - 10 years

•

We believe that public infrastructure spending in Kentucky, which comprises the majority of our revenue in the state, will remain consistent in the upcoming years.

~~Amortization~~• ~~expense~~We isexpect ~~the~~primarily ~~periodic expense~~ maintenance-related topublic ~~leasehold~~demand ~~improvements~~in Utah and ~~intangible~~Missouri, ~~assets~~both ~~that were acquired with certain acquisitions. The intangible assets are generally amortized on a straight-line basis over the estimated useful lives~~ of ~~the~~which ~~assets.~~have ~~Leasehold~~recently ~~improvements~~completed ~~are~~large ~~amortized~~spending ~~over the lesser of the life of the underlying asset or the remaining lease term~~programs.

~~Accretion~~33 ~~expense is the periodic expense recorded for the accrued mining reclamation liabilities and landfill closure and post-closure liabilities using the effective interest method.~~

38Table of Contents

~~Results~~The oftable ~~Operations~~below sets forth additional details regarding our five key states, including growth rates as compared to the U.S. as a whole:

The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product sales or service revenue). The majority of our service revenue is generated by contracts that extend across multiple reporting periods for which we generally account using the percentage of completion method of accounting. Under this method, revenue is recognized as work progresses. Performance on service contracts refers to changes in contract earnings rates during the term of the contract based on revisions to estimates of profit at completion on individual contracts. These revisions result from increases or decreases to the estimated value of the contract and/or the estimated costs required to complete the contract. The following discussion of results of operations provides additional disclosure to the extent that a significant or unusual event causes a material change in the profitability of a contract.


				Revenue by End Market(1)						Projected Industry Growth by End Market 2013 to 2018(2)
	Percentage of Our Total Revenue(1)			Residential and Nonresidential Construction			Public Infrastructure Construction			Residential Construction			Nonresidential Construction			Public Infrastructure Construction
State
Texas		34	%		52	%		48	%		8.9	%		6.8	%		6.1	%
Kansas		19	%		41	%		59	%		11.6	%		5.8	%		3.4	%
Kentucky		11	%		10	%		90	%		12.2	%		5.7	%		7.2	%
Utah		10	%		96	%		4	%		7.5	%		6.0	%		5.8	%
Missouri		9	%		72	%		28	%		10.9	%		5.8	%		2.8	%

Weighted average(3)											10.0	%		6.2	%		5.3	%
United States(2)											9.1	%		5.2	%		4.5	%

Operating income reflects our profit from continuing operations after taking into consideration cost of revenue, general and administrative expenses, goodwill impairment, depreciation, depletion, amortization and accretion and transaction costs. The components of cost of revenue generally increase ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. As a result of our revenue growth occurring primarily through acquisitions and strengthening of our infrastructure (~~finance,~~1) ~~information~~Percentages ~~technology,~~based ~~legal~~on ~~and human resources),~~ our ~~general and administrative costs and depreciation, depletion, amortization and accretion have generally grown ratably with~~ revenue. Asby ~~volumes~~state ~~increase,~~for ~~we expect these costs, as a percentage of revenue, to decrease. Our transaction costs fluctuate with~~ the ~~number and size of acquisitions consummated each~~ year. ~~The~~ended ~~table~~December ~~below~~27, ~~includes~~2014 ~~revenue~~ and ~~operating~~management’s ~~income~~estimates ~~(loss) by segment for the periods indicated. Operating income (loss) by segment is computed~~ as ~~earnings~~to ~~before~~end ~~interest, taxes and other income / expense~~markets.

	Year-ended December 28,2013					Year-ended December 29,2012					Year-ended December 31,2011
(in thousands)	TotalRevenue		Operatingincome (loss)			TotalRevenue		Operatingincome (loss)			TotalRevenue		Operatingincome (loss)
Central	$	329,621	$	39,246		$	302,113	$	37,560		$	264,008	$	38,105
West	$	426,195		(47,476	)		484,922		(6,625	)		362,577		(455	)
East	$	160,385		(14,207	)		139,219		(245	)		162,491		2,687
Corporate (1)		—		(25,540	)		—		(15,275	)		—		(15,238	)
Total	$	916,201	$	(47,977	)	$	926,254	$	15,415		$	789,076	$	25,099

(2)	Source: FMI Management Consulting.

(13) ~~Corporate~~Calculated ~~results~~using ~~primarily~~weighted ~~consist~~average ofbased ~~compensation~~on ~~and~~each ~~office expenses for employees included in the Company~~state’s ~~headquarters~~percentage ~~and~~contribution ~~transaction costs. The increase in cost is primarily attributable~~ to ~~the~~our ~~Company~~total ~~strengthening its infrastructure with respect to finance, information technology, legal and human resources functions and relocation of the headquarters to Denver, Colorado in August 2013~~revenue.

~~Non~~In addition to being subject to cyclical changes in the economy, our business is seasonal in nature. Substantially all of our products and services are produced, consumed and performed outdoors. Severe weather, seasonal changes and other weather-~~GAAP~~related ~~Performance~~conditions ~~Measures~~can significantly affect the production and sales volumes of our products. Typically, the highest sales and earnings are in the second and third quarters, and the lowest are in the first and fourth quarters. Winter weather months are generally periods of lower sales as we, and our customers, generally cannot cost-effectively mobilize and demobilize equipment and manpower under adverse weather conditions. Periods of heavy rainfall also adversely affect our work patterns and demand for our products. Our working capital may vary greatly during peak periods, but generally returns to average levels as our operating cycle is completed each fiscal year.

~~Our~~We ~~chief~~are ~~operating~~subject ~~decision~~to ~~maker~~commodity ~~evaluates~~price ~~the~~risk ~~performance~~with ofrespect ~~our~~to ~~segments~~price changes in liquid asphalt and ~~allocates~~energy, including ~~resources~~fossil tofuels ~~them~~and ~~based~~electricity onfor ~~several~~aggregates, ~~factors~~cement, ~~including~~ready-mixed aconcrete ~~measure~~and weasphalt ~~call~~paving ~~segment~~mix ~~profit~~production, ornatural ~~Adjusted~~gas ~~EBITDA~~for ~~by segment.~~hot Wemix ~~define~~asphalt ~~Adjusted~~production ~~EBITDA~~and asdiesel ~~net~~fuel ~~loss~~for ~~before~~distribution ~~loss~~vehicles ~~from~~and ~~discontinued~~production ~~operations,~~related ~~income~~mobile ~~tax~~equipment. Liquid ~~(benefit)~~asphalt ~~expense,~~escalator ~~interest~~provisions ~~expense,~~in ~~depreciation,~~most ~~depletion,~~of ~~amortization~~our ~~and~~private ~~accretion~~ and ~~goodwill~~commercial ~~impairment.~~contracts ~~Adjusted~~limit ~~EBITDA~~our isexposure ~~determined before~~to ~~considering~~price ~~the~~fluctuations ~~loss~~in ~~from~~this ~~discontinued~~commodity. ~~operations~~We ~~and~~often ~~goodwill~~obtain ~~impairment~~similar asescalators ~~these~~on ~~amounts~~public ~~are~~infrastructure ~~not~~contracts. ~~viewed~~In byaddition, ~~management~~we asenter ~~part~~into ofvarious firm ~~our~~purchase ~~core~~commitments, ~~business~~with ~~when~~terms ~~assessing~~generally ~~the~~less ~~performance~~than ofone ~~our~~year, ~~segments~~for orcertain ~~allocation~~raw ~~of resources~~materials. ~~Accretion~~As ~~expense is~~a ~~recognized~~result onof ~~our~~the ~~asset~~contract ~~retirement~~escalation ~~obligations~~clauses and ~~reflects~~effective use of the ~~time~~firm ~~value~~purchase ofcommitments, ~~money.~~commodity ~~Given~~prices ~~that~~did ~~accretion~~not ishave ~~similar~~a material effect on our results of operations in ~~nature~~the toyear ~~interest~~ended ~~expense,~~2014 itas iscompared ~~treated~~to ~~consistently~~the ~~with~~year ~~interest~~ended ~~expense~~2013, or in ~~determining~~2013, ~~Adjusted~~as ~~EBITDA~~compared to 2012.

~~Adjusted~~Our ~~EBITDA~~acquisition strategy ~~reflects~~requires ancapital ~~additional~~contributions ~~way~~or ofdebt ~~viewing~~financings. ~~aspects~~As of December 27, 2014 and December 28, 2013, our ~~business~~long-term ~~that~~borrowings, ~~when~~including ~~viewed~~the ~~with~~current ~~our~~portion ~~results~~and ~~determined~~less inoriginal ~~accordance~~issue premium and discount, totaled $1,040.7 million and ~~with~~$695.9 ~~GAAP~~million, respectively, and ~~the~~we ~~accompanying~~incurred ~~reconciliation~~$86.7 tomillion aand ~~GAAP~~$56.4 ~~financial~~million ~~measure~~of ~~included~~interest expense in the ~~table~~years ~~below~~ended December 27, ~~may~~2014 ~~provide~~and aDecember 28, ~~more~~2013, ~~complete~~respectively. ~~understanding~~Although ofthe ~~factors~~amounts borrowed and ~~trends~~related ~~affecting~~interest expense are relatively material to us, we have been in compliance with our ~~business~~debt covenants and have made all required principal and interest payments. ~~However~~In addition, itour ~~should~~cash ~~not~~flows beprovided ~~construed~~by asoperating ~~being~~activities ~~more important~~were ~~than~~$79.1 ~~other~~million ~~comparable~~and ~~GAAP~~$66.4 ~~measures~~million in the years ended December 27, 2014 and ~~must~~December 28, be2013, ~~considered~~respectively, inwhich ~~conjunction~~is net of interest payments. Our senior secured revolving credit facility provides us with ~~the~~up ~~GAAP~~to ~~measures~~$150.0 Inmillion ~~addition~~of borrowings, ~~non-GAAP~~which ~~financial~~has ~~measures~~been ~~are~~adequate ~~not~~to ~~standardized;~~fund ~~therefore,~~our itseasonal working ~~may~~capital ~~not~~needs beand ~~possible~~certain toacquisitions. ~~compare~~As ~~such~~of ~~financial~~December 27, ~~measures~~2014, ~~with other~~we ~~companies’~~had ~~non-GAAP~~no ~~financial~~outstanding ~~measures~~borrowings ~~having~~under ~~the~~our ~~same~~senior orsecured ~~similar~~revolving ~~names~~credit facility. WeWhen ~~strongly~~we ~~encourage~~have ~~investors~~made toadditional ~~review~~issuances ~~our~~of ~~consolidated~~senior ~~interim~~notes ~~financial~~to ~~statements~~fund inacquisitions, ~~their~~we ~~entirety~~have complied ~~and~~with ~~not~~the ~~rely~~incurrence ontests ~~any~~in ~~single~~the ~~financial~~indenture ~~measure~~governing our senior notes.

3934

TheTable tablesof below reconcile our net loss to Adjusted EBITDA and present Adjusted EBITDA by segment for the fiscal years indicated. Contents

Reconciliation of Net Loss to Adjusted EBITDA	2013			2012			2011
(in thousands)
Net loss	$	(103,679	)	$	(50,577	)	$	(10,050	)
Income tax (benefit) expense		(2,647	)		(3,920	)		3,408
Interest expense		56,443			58,079			47,784
Depreciation, depletion and amortization		72,217			67,665			60,687
Accretion		717			625			690
Goodwill impairment		68,202			—			—
Loss from discontinued operations		528			3,546			5,201
Adjusted EBITDA	$	91,781		$	75,418		$	107,720
Adjusted EBITDA by Segment
(in thousands)
Central	$	72,918		$	65,767		$	65,651
West		28,607			14,429			36,442
East		15,134			10,782			15,504
Corporate		(24,878	)		(15,560	)		(9,877	)
Adjusted EBITDA	$	91,781		$	75,418		$	107,720

Financial Highlights—Year Ended December 27, 2014

~~Consolidated~~The ~~Results~~principal offactors ~~Operations~~in evaluating our financial condition and operating results for the year ended December 27, 2014, as compared to the year ended December 28, 2013, are:

~~The~~• ~~table~~Revenue ~~below~~increased ~~sets~~$288.0 ~~forth~~million ~~our~~in ~~consolidated~~2014 ~~results~~primarily ofdriven ~~operations~~by ~~for~~volume ~~the~~increases ~~fiscal~~across ~~years~~our ~~indicated~~product lines and net increases in prices. The following table presents volume and average selling price changes by product:

	2013			2012			2011
	Volume in 2014Compared to 2013			Average Selling Prices in 2014Compared to 2013
(in thousands)
Aggregates		45.3	%		(1.1	)%
Total revenue	$	916,201		$	926,254		$	789,076
Cement		9.0	%		7.2	%
Total cost of revenue		677,052			713,346			597,654
Ready-mixed concrete		135.7	%		3.4	%
General and administrative expenses		142,000			127,215			95,826
Asphalt		8.8	%		(0.4	)%
Goodwill impairment		68,202			—			—
Depreciation, depletion, amortization and accretion		72,934			68,290			61,377
Transaction costs		3,990			1,988			9,120
Operating (loss) income		(47,977	)		15,415			25,099
Other (income), net		(1,737	)		(1,182	)		(21,244	)
Loss on debt financings		3,115			9,469			—
Interest expense		56,443			58,079			47,784
Loss from continuing operations before taxes		(105,798	)		(50,951	)		(1,441	)
Income tax (benefit) expense		(2,647	)		(3,920	)		3,408
Loss from continuing operations		(103,151	)		(47,031	)		(4,849	)
Loss from discontinued operations		528			3,546			5,201
Net loss		(103,679	)		(50,577	)		(10,050	)
Net income attributable to noncontrolling interest		3,112			1,919			695
Net loss attributable to member of Summit Materials, LLC	$	(106,791	)	$	(52,496	)	$	(10,745	)

40• Our operating earnings increased $117.9 million to income of $70.0 million in 2014 from a $48.0 million loss in 2013 due to the conversion of increased revenue to operating income in 2014 and 2013 goodwill impairment charges. In 2013, we recognized goodwill impairment charges of $68.2 million as a result of uncertainties in the timing of a sustained recovery in the Utah and Kentucky construction markets.

~~Fiscal~~• ~~Year~~Cash ~~2013~~provided by operations improved to $79.1 million in 2014, compared to ~~2012~~$66.4 million in 2013 as a result of the improvement in operating income and partially offset by increased interest payments. In 2014, we increased our long-term debt by $375.0 million with the issuance of additional senior notes. The proceeds from the borrowings were primarily used to fund acquisitions.

(in thousands)	2013			2012			Variance
Total revenue	$	916,201		$	926,254		$	(10,053	)	(1.1	)%
Operating (loss) income		(47,977	)		15,415			(63,392	)	(411.2	)%
Operating margin		(5.2	)%		1.7	%
Adjusted EBITDA	$	91,781		$	75,418		$	16,363		21.7	%

Acquisitions

~~Despite~~In aaddition ~~$4.8~~to ~~million~~our organic ~~increase in revenue from sales of aggregates~~growth, ~~cement~~we ~~and~~continued ~~related~~to ~~downstream products~~grow ~~such~~our asbusiness ~~ready-mixed~~through ~~concrete~~acquisitions ~~and asphalt paving mix, consolidated revenue~~ in ~~2013~~2014 ~~was down slightly from 2012. Revenue from services provided, primarily paving~~ and ~~construction services~~2013, ~~decreased~~completing ~~$14.9~~the ~~million~~following ~~from~~transactions: ~~2012, as a result of an increased focus on higher-margin, lower-volume paving projects and completion of low-margin projects, such as grading and structural work.~~

~~Product~~• ~~revenue~~On ~~increased~~October ~~$4.8~~3, ~~million~~2014, inwe ~~2013~~purchased ~~from~~Concrete ~~2012~~Supply, aswhich aincluded ~~result~~10 ofready-mixed ~~improved~~concrete ~~pricing~~plants ~~across~~and ~~our~~two ~~products~~sand and angravel ~~increase~~sites in ~~aggregate~~Topeka ~~volumes.~~and ~~Offsetting~~northeast ~~these~~Kansas, ~~improvements~~and ~~were~~a ~~decreases in asphalt,~~ ready-mixed concrete ~~and~~plant ~~cement volumes. Detail of consolidated percent changes~~ in ~~production~~western ~~volumes and pricing from 2012 to 2013 were as follows:~~ Missouri.

	Percentage Change in
	Volume			AverageSellingPrice
Aggregate		4.5	%		7.4	%
Cement		(4.1	%)		3.4	%
Ready -mixed concrete		9.2	%		3.6	%
Asphalt		(13.8	%)		4.8	%

•

On September 30, 2014, we acquired all of the outstanding ownership interests in Colorado County Sand & Gravel Co., L.L.C., a Texas limited liability company, M & M Gravel Sales, Inc., a Texas corporation, Marek Materials Co. Operating, Ltd., a Texas limited partnership, and Marek Materials Co., L.L.C., a Texas limited liability company, which collectively supply aggregates to the west Houston, Texas markets.

~~Aggregates~~• ~~and~~On ~~ready-mixed~~September ~~concrete~~19, ~~volumes~~2014, ~~were~~we ~~positively~~acquired ~~affected~~all ~~from~~of the ~~April 1,~~membership ~~2013 acquisitions~~interests of ~~the~~Southwest ~~Lafarge-Wichita~~Ready ~~assets and Westroc near Salt Lake City~~Mix, ~~Utah. Adverse weather in 2013~~LLC, ~~compared~~which toincluded ~~much~~two ~~dryer~~ready-mixed ~~weather~~concrete inplants ~~2012,~~ and anserves ~~increased focus on higher-margin, lower-volume paving projects largely offset~~ the ~~effect~~downtown ~~of the acquisitions~~ and ~~drove~~southwest ~~the decline in asphalt volumes. Our cement volumes decreased 4.1% due primarily to lower volumes in the fourth quarter of 2013~~Houston, asTexas ~~compared to the fourth quarter of 2012~~markets. ~~Price variances across our products increased revenue by $28.7 million in 2013, which was largely offset by the net volume changes, which negatively affected revenue by $21.2 million in 2013.~~

~~Also~~• ~~affecting~~On ~~revenue~~September ~~was~~4, a2014, ~~decrease~~we inacquired ~~large-scale,~~all ~~low~~of ~~margin~~the ~~projects~~issued inand ~~the~~outstanding ~~West~~shares ~~region.~~and Incertain ~~2012,~~shareholder wenotes ~~completed~~of ~~certain~~Rock ~~construction~~Head ~~projects~~Holdings ~~which~~Ltd. ~~provided~~and ~~significant~~B.I.M. ~~revenue~~Holdings Ltd., ~~but~~which atcollectively ~~below-average margins,~~indirectly ~~including~~own aall ~~project~~the inshares ~~Austin,~~of ~~Texas~~Mainland ~~that~~Sand ~~contributed~~and ~~$47~~Gravel Ltd.5, ~~million~~a supplier of ~~revenue~~construction aggregates to the Vancouver metropolitan area based in ~~2012.~~Surrey, British Columbia.

~~Operating~~• ~~Income~~ On July 29, 2014, we acquired all of the assets of Canyon Redi-Mix, Inc., and CRM Mixers LP. The acquired assets include two ready-mixed concrete plants, which serve the Permian Basin region of West Texas.

~~Our~~• ~~operating~~On ~~income~~June ~~declined~~9, ~~$63.4 million in 2013 from 2012. In 2013~~2014, we ~~recognized~~acquired ~~$68.2~~all ~~million~~ of ~~goodwill impairment~~the ~~charges~~membership ininterests ~~our~~of ~~West~~Buckhorn ~~and~~Materials, ~~East~~LLC, ~~regions~~an ~~from~~aggregates aquarry ~~decline~~ in ~~the~~South ~~estimated~~Carolina, ~~fair~~and ~~value~~Construction ofMaterials ~~certain~~Group ~~reporting~~LLC, ~~units caused by uncertainties in the timing of~~ a ~~sustained~~sand ~~recovery~~pit in ~~the~~South ~~Utah and Kentucky construction markets~~Carolina.

~~Excluding~~• ~~the~~On ~~goodwill~~March ~~impairment charges~~31, ~~operating earnings improved $4.8 million in 2013 from 2012 and operating margin~~2014, ~~which~~ we ~~define~~ asacquired ~~operating~~all ~~income~~of asthe astock ~~percentage~~ of ~~revenue~~Troy Vines, ~~improved~~Incorporated, 50an ~~basis~~integrated ~~points in 2013 from 2012. These profit improvements were driven by higher prices across our~~ aggregates, and ready-mixed concrete ~~and~~business ~~asphalt~~headquartered ~~products~~in ~~and~~Midland, ~~improved performance on our construction projects~~Texas, aswhich ~~low-margin~~serves ~~legacy~~the ~~contracts~~Permian ~~were~~Basin ~~completed~~region ~~in prior periods. The pricing variances benefited revenue by $28.7 million in 2013. In 2012, we recognized $4.5 million~~ of ~~cost overruns on grading and structural projects in the~~ West ~~region and recognized an $8~~Texas.~~0 million loss in general and administrative expenses (“G&A”) on an indemnification agreement.~~

~~These~~• ~~improvements~~On toJanuary ~~operating~~17, ~~income~~2014, ~~were~~we ~~partially~~acquired ~~offset~~certain byaggregates ~~volume~~and ~~decreases in our asphalt,~~ ready-mixed concrete ~~and~~assets ~~cement~~of ~~products~~Alleyton ~~and increases~~ in ~~G&A and depreciation~~Houston, ~~depletion~~Texas, ~~amortization and~~which ~~accretion~~expands ~~(collectively,~~our ~~referred~~presence ~~to as depreciation). G&A increased $9.9 million for losses on asset dispositions~~ in ~~2013. In addition, transaction costs increased $2.0 million in 2013, as a result of~~ the ~~April 1,~~Texas ~~2013 acquisitions and costs incurred in advance of the January 17, 2014 Alleyton acquisition~~market.

41• On April 1, 2013, we acquired certain aggregates, ready-mixed concrete and asphalt assets of Lafarge in and around Wichita, Kansas, which expanded our footprint in the Wichita market across our lines of business.

~~Adjusted~~• ~~EBITDA~~On April 1, 2013, we acquired the membership interests of Westroc in Utah. The Westroc acquisition expanded our market coverage for aggregates and ready-mixed concrete in Utah.

~~Adjusted~~35 ~~EBITDA increased $16.4 million in 2013 from 2012 as a result of the following:~~

•Table Theof pricing and margin improvements discussed above.Contents

•Components Inof ~~2013,~~Operating weResults ~~recognized a $3.1 million loss on the February 2013 debt repricing compared to a $9.5 million loss on the January 2012 financing transactions in 2012.~~

~~Other~~Total ~~Financial~~Revenue ~~Information~~

~~Loss~~We onderive ~~Debt~~our revenue ~~Financings~~predominantly by selling construction materials and products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mixed concrete, asphalt paying mix and concrete products. Paving and related services that we provide are primarily asphalt paving and related services.

InRevenue ~~February~~derived ~~2013,~~from weconstruction ~~completed~~materials asales ~~repricing~~are ofrecognized ~~our~~when ~~credit~~risks ~~facility,~~associated ~~which~~with ~~provides~~ownership ~~for~~have ~~term~~passed ~~loans~~to inunaffiliated ~~an aggregate amount of $422~~customers.~~0 million and revolving credit commitments in an aggregate amount of $150.0~~ ~~million~~Typically ~~(the~~this ~~“Senior~~occurs ~~Secured~~when ~~Credit~~products ~~Facility”),~~are ~~which reduced our stated term-loan interest rate by 1~~shipped.0% ~~and~~Product ~~provided~~revenue ~~additional~~generally ~~borrowing~~includes ~~capacity~~sales of ~~$25.0 million. As a result of the repricing~~aggregates, wecement ~~recognized~~and ~~a loss of $3.1 million for~~ related ~~bank~~downstream ~~fees~~products inand ~~2013.~~other Inmaterials ~~January~~to ~~2012~~customers, ~~we refinanced our debt existing at that time, resulting in a~~ net ~~loss~~ of ~~$9.5~~discounts ~~million~~or inallowances ~~2012. Both the repricing~~ and ~~the~~taxes, ~~refinancing~~if ~~were accounted for as partial extinguishments~~any.

~~Discontinued~~Revenue ~~Operations~~derived from paving and related services are recognized on the percentage-of-completion basis, measured by the cost incurred to date compared to estimated total cost of each project. This method is used because management considers cost incurred to be the best available measure of progress on these contracts. Due to the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change over the life of the contract.

AsOperating ~~part~~Costs ~~of our strategy to focus on our core business as a heavy-side building materials company, we have exited certain activities, including certain concrete paving operations, our railroad business~~ and ~~our~~ ~~environmental~~Expenses remediation business, which primarily involved the repair of retaining walls along highways in Kentucky and the removal and remediation of underground fuel storage tanks. The concrete paving operations were wound down in the second quarter of 2013 and, as of March 7, 2014, all assets have been sold. The railroad and environmental remediation businesses were sold in 2012 in separate transactions for aggregate proceeds of $3.1 million.

The ~~results~~key ofcomponents ~~these operations have been removed from the results~~ of ~~continuing~~our ~~operations~~operating ~~for~~costs ~~all~~and ~~periods~~expenses ~~presented.~~consist ~~Prior to recognition as discontinued operations, all~~ of ~~these businesses were included in~~ the ~~East~~following: region’s operations. Revenue from these discontinued operations was $3.9 million in 2013 and $50.2 million in 2012. The loss from discontinued operations was $0.5 million in 2013 and $3.5 million in 2012.

~~Segment~~Cost ~~Results~~ of ~~Operations~~Revenue (excluding items shown separately)

~~Central~~Cost ~~Region~~of revenue consists of all production and delivery costs and primarily includes labor, repair and maintenance, utilities, raw materials, fuel, transportation, subcontractor costs, royalties and other direct costs incurred in the production and delivery of our products and services. Our cost of revenue is directly affected by fluctuations in commodity energy prices, primarily diesel fuel, liquid asphalt and other petroleum-based resources. As a result, our operating profit margins can be significantly affected by changes in the underlying cost of certain raw materials if they are not recovered through corresponding changes in revenue. We attempt to limit our exposure to changes in commodity energy prices by entering into forward purchase commitments when appropriate. In addition, we have sales price adjustment provisions that provide for adjustments based on fluctuations outside a limited range in certain energy-related production costs. These provisions are in place for most of our public infrastructure contracts, and we aggressively seek to include similar price adjustment provisions in our private contracts.

~~Central~~Goodwill ~~region~~Impairment ~~fiscal year 2013 compared to 2012~~

(in thousands)	2013			2012			Variance
Total revenue	$	329,621		$	302,113		$	27,508	9.1	%
Operating income		39,246			37,560			1,686	4.5	%
Operating margin		11.9	%		12.4	%
Adjusted EBITDA	$	72,918		$	65,767		$	7,151	10.9	%

Goodwill impairment charges consist of the amount by which the carrying value of a reporting unit exceeds its fair value. See “—Critical Accounting Policies—Goodwill and Goodwill Impairment.”

~~Revenue~~General ~~in the Central region increased $27.5 million, or 9.1%, in 2013 from 2012 as a result of positive movements in both volume~~ and ~~price~~Administrative ~~across~~Expenses ~~our products. The Central region’s percent changes in production volumes and pricing from 2012 to 2013 were as follows:~~

	Percentage Change in
	Volume			AverageSellingPrice
Aggregate		7.9	%		5.5	%
Cement		(4.1	%)		3.4	%
Ready -mixed concrete		5.6	%		1.0	%
Asphalt		25.9	%		(1.9	%)

General and administrative expenses consist primarily of salaries and personnel costs for our sales and marketing, administration, finance and accounting, legal, information systems, human resources and certain managerial employees. Additional expenses include audit, consulting and professional fees, travel, insurance, rental costs, property taxes and other corporate and overhead expenses.

42Transaction Costs

~~The~~Transaction ~~acquisition~~costs ofconsist ~~the~~primarily ~~Lafarge~~of ~~assets~~third inparty ~~and around Wichita~~accounting, ~~Kansas contributed to the increases in aggregate~~legal, ~~ready-mixed~~valuation ~~concrete~~ and ~~asphalt~~financial ~~volumes.~~advisory ~~Asphalt~~fees ~~prices~~incurred ~~decreased 1.9% from 2012 due to a concentration of higher grade asphalt mixes~~ in ~~2012,~~connection ~~which commanded a higher price due to higher material input cost.~~with ~~Cement volumes decreased 4~~acquisitions.1% ~~with a 3.4% price increase.~~

~~Operating~~Depreciation, ~~Income~~Depletion, Amortization and Accretion

~~The~~Our ~~Central~~business ~~region’s~~is ~~operating~~capital ~~income~~intensive. ~~increased~~We ~~$1.7~~carry ~~million~~property, plant and ~~operating~~equipment ~~margin~~on ~~declined~~our 50balance ~~basis~~sheet ~~points~~at incost, ~~2013~~net ~~from~~of ~~2012.~~applicable depreciation, ~~Operating~~depletion ~~income~~ and ~~margin~~amortization. inDepreciation ~~2013~~on ~~were~~property, ~~positively~~plant ~~affected~~and byequipment ~~volume~~is ~~increases~~computed inon ~~aggregates,~~a ~~cement~~straight-line ~~and~~basis ~~ready–mixed~~or ~~concrete,~~based ~~realized~~on ~~synergies from~~ the ~~April 1,~~economic ~~2013~~usage ~~acquisition~~over of the ~~Lafarge-Wichita~~estimated ~~assets~~useful ~~and~~life aof ~~rebound in~~ the ~~Northeast~~ ~~Kansas market~~asset. ~~However,~~The ~~these~~general ~~improvements~~range ~~were~~of ~~offset~~depreciable lives by ~~higher~~category, ~~stripping~~excluding mineral ~~costs~~reserves, ~~and~~which aare ~~$0.8~~depleted ~~million~~based ~~charge~~on ~~for~~the ~~costs~~units toof ~~remove~~production amethod ~~sunken~~on ~~barge~~a ~~from~~site-by-site ~~the~~basis, ~~Mississippi~~is ~~River.~~as follows:

Adjusted EBITDA


Buildings and improvements			7 - 40 years
Plant, machinery and equipment			20 - 40 years
Mobile equipment and barges			15 - 20 years
Office equipment			3 - 6 years
Truck and auto fleet			5 - 10 years
Landfill airspace and improvements			5 - 60 years
Other			2 - 10 years

~~Adjusted~~36 EBITDA improved $7.2 million in 2013 from 2012. This increase was a result of the increased volumes and improved pricing in 2013, partially offset by the decrease in cement volumes. In 2013, we also realized a decrease of $1.5 million in debt financing costs, partially offset by the effect of higher stripping costs and a $0.8 million charge to remove a sunken barge from the Mississippi River.

WestTable Regionof Contents

~~West region~~Amortization ~~fiscal~~expense ~~year~~is ~~2013~~the ~~compared~~periodic expense related to ~~2012~~leasehold improvements and intangible assets, which were primarily acquired with certain acquisitions. The intangible assets are generally amortized on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the life of the underlying asset or the remaining lease term.

(in thousands)	2013			2012			Variance
Total revenue	$	426,195		$	484,922		$	(58,727	)	(12.1	)%
Operating loss		(47,476	)		(6,625	)		(40,851	)	616.6	%
Operating margin		(11.1	)%		(1.4	)%
Adjusted EBITDA	$	28,607		$	14,429		$	14,178		98.3	%

Accretion expense is the periodic expense recorded for the accrued mining reclamation liabilities and landfill closure and post-closure liabilities using the effective interest method.

~~Revenue~~Results in the West region decreased 12.1% in 2013 from 2012. The decrease was primarily attributable to an increased focus on higher-margin, lower-volume paving projects, which led to a 24.5% decrease in asphalt volumes, and the completion of ~~high-revenue,~~Operations low-margin projects in 2012, such as grading and structural work. In addition, we had a significant asphalt paving project in Austin, Texas that was completed in the fourth quarter of 2012, which contributed $47.5 million to revenue in 2012.

~~These~~The ~~revenue~~following ~~declines~~discussion ~~were~~of ~~offset~~our byresults ~~improved~~of ~~pricing~~operations ~~across~~is focused on the key financial measures we use to evaluate the performance of our business ~~products~~from ~~lines~~both a consolidated and ~~increased~~operating ~~aggregate~~segment perspective. Operating income and ~~ready–mixed~~margins ~~concrete~~are ~~volumes~~discussed ~~from~~in ~~the~~terms ~~April 1~~of changes in volume, ~~2013~~pricing ~~Westroc~~and ~~acquisition~~mix of revenue source (i.e., ~~The~~type ~~West~~of product sales or service revenue). We focus on operating ~~region’s~~margin, ~~percent~~which we define as operating income as a percentage of revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in ~~production~~costs ~~volumes~~in ~~and~~relation ~~pricing~~to ~~from~~changes ~~2012~~in torevenue ~~2013~~provides ~~were~~more asmeaningful ~~follows:~~insight into the results of operations than examining costs in isolation.

	Percentage Change in
	Volume			AverageSellingPrice
Aggregate		2.8	%		9.5	%
Ready -mixed concrete		12.7	%		5.8	%
Asphalt		(24.5	%)		7.8	%

Operating income reflects our profit from continuing operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. General and administrative costs as a percentage of revenue vary throughout the year due to the seasonality of our business. Considering the percentage of our historic growth that was derived from acquisitions and our focus on infrastructure development (finance, information technology, legal and human resources), annual general and administrative costs historically grew ratably with revenue. However, the growth in general and administrative costs stabilized in 2014. Also as a result of our revenue growth occurring primarily through acquisitions, depreciation, depletion, amortization and accretion have generally grown ratably with revenue. As volumes increase, we expect these costs, as a percentage of revenue, to decrease. Our transaction costs fluctuate with the number and size of acquisitions completed each year.

The table below includes revenue and operating income (loss) by segment for the periods indicated. Operating ~~Loss~~income (loss) by segment is computed as earnings before interest, taxes and other income / expense.

The West region’s operating loss in 2013 was $47.5 million compared to $6.6 million in 2012. In 2013, we recognized a $53.3 million goodwill impairment charge from a decline in the estimated fair value of our reporting unit based in Utah caused by uncertainties in the timing of a sustained recovery in the Utah construction market.


	Year ended December 27, 2014					Year ended December 28, 2013					Year ended December 29, 2012
(in thousands)	Revenue		Operating income (loss)			Revenue		Operating income (loss)			Revenue		Operating income (loss)
West	$	665,716	$	61,882		$	426,195	$	(47,476	)	$	484,922	$	(6,625	)
Central		391,553		44,167			329,621		39,246			302,113		37,560
East		146,962		2,201			160,385		(14,207	)		139,219		(245	)
Corporate⁽¹⁾		—		(38,291	)		—		(25,540	)		—		(15,275	)

Total	$	1,204,231	$	69,959		$	916,201	$	(47,977	)	$	926,254	$	15,415

~~Excluding~~(1) ~~the~~Corporate ~~goodwill~~results ~~impairment charge, operating earnings improved $12.4 million and operating margin improved 280 basis points in 2013 from 2012. The improvement was~~ primarily ~~driven~~consist ~~by higher average selling prices in aggregates, ready-mixed concrete and asphalt and improved performance in Texas due to the completion~~ of ~~low~~compensation ~~margin grading~~ and ~~structural~~office ~~work~~expenses infor ~~2012~~employees ~~and~~included ~~increased focus on higher-margin, lower-volume paving projects. In addition,~~ in ~~2012,~~the weCompany’s ~~recognized an $8~~headquarters.~~0 million loss on an~~

43Non-U.S. GAAP Performance Measures

~~indemnification~~We ~~agreement~~evaluate our operating performance using a metric that we refer to as “Adjusted EBITDA” which is not defined by U.S. InGAAP ~~2013,~~and should ~~these~~not ~~profit~~be ~~improvements~~considered ~~were~~as ~~offset~~an alternative to earnings measures defined by ~~the~~U.S. 24GAAP.5% ~~decline~~We indefine ~~asphalt~~Adjusted ~~volumes,~~EBITDA as anet ~~result~~loss ofbefore ~~the~~interest ~~increased~~expense, ~~focus~~income ontax ~~higher-margin~~expense, ~~lower-volume~~depreciation, ~~paving projects~~depletion and ~~completion~~amortization, accretion, goodwill impairment and (income) loss from discontinued operations. We present this metric for the convenience of ~~high-revenue,~~investment ~~low-margin~~professionals ~~projects,~~who use such asmetrics ~~grading~~in ~~and~~their ~~structural~~analyses. ~~work,~~The ~~completing~~investment community often uses this metric as an indicator of a ~~significant~~company’s ~~project~~ability into incur ~~Austin~~and service debt, ~~Texas~~to inassess the ~~fourth~~operating ~~quarter~~performance of ~~2012,~~a company’s business and to provide a $4more consistent comparison of performance from period to period.4 ~~million~~We ~~loss~~use inAdjusted ~~2013~~EBITDA, onamong other metrics, to assess the ~~disposition~~operating performance of our individual segments and the consolidated company. Adjusted EBITDA is used for certain ~~assets in~~items ~~Colorado~~to provide a more consistent comparison of performance from period to period.

~~Adjusted~~37 ~~EBITDA~~

AdjustedTable EBITDA improved $14.2 million to $28.6 million in 2013 from $14.4 million in 2012 primarily due to (1) an $8.0 million loss on an indemnification agreement in 2012, (2) $4.5 million of cost overruns on certain structural projects in 2012, (3) $1.7 million less of debt financing costs in 2013, as compared to 2012, and (4) increased pricing of our aggregate, ready-mixed concrete and asphalt products. These earnings improvements were negatively affected by a decrease in asphalt volumes and a $4.4 million loss in 2013 on the disposition of certain assets in Colorado. Contents

~~East~~In ~~Region~~addition, we use a metric we refer to as “Further Adjusted EBITDA,” which we define as Adjusted EBITDA plus certain non-cash or non-operating items and the EBITDA contribution of certain recent acquisitions, to measure our compliance with debt covenants and to evaluate flexibility under certain restrictive covenants. See “—Liquidity and Capital Resources—Our Long-Term Debt” on pages 95 and 96 for more information. We do not use this metric as a measure to allocate resources.

~~East~~In ~~region~~addition, ~~fiscal~~non-U.S. ~~year~~GAAP ~~2013~~financial ~~compared~~measures are not standardized; therefore, it may not be possible to ~~2012~~compare such financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated interim and audited financial statements in their entirety and not rely on any single financial measure.

(in thousands)	2013			2012			Variance
Total revenue	$	160,385		$	139,219		$	21,166		15.2	%
Operating loss		(14,207	)		(245	)		(13,962	)	5698.8	%
Operating margin		(8.9	)%		(0.2	)%
Adjusted EBITDA	$	15,134		$	10,782		$	4,352		40.4	%

The tables below reconcile our net loss to Adjusted EBITDA and present Adjusted EBITDA by segment for the periods indicated:

Our East region’s revenue increased 15.2% in 2013 from 2012, primarily as a result of improved aggregate pricing and increased aggregate and asphalt volumes, which was partially offset by decreased asphalt pricing. The East region’s percent changes in production volumes and pricing from 2012 to 2013 were as follows:


Reconciliation of Net Loss to Adjusted EBITDA	2014			2013			2012
(in thousands)
Net loss	$	(6,282	)	$	(103,679	)	$	(50,577	)
Income tax benefit		(6,983	)		(2,647	)		(3,920	)
Interest expense		86,742			56,443			58,079
Depreciation, depletion and amortization		86,955			72,217			67,665
Accretion		871			717			625
Goodwill impairment		—			68,202			—
(Income) loss from discontinued operations		(71	)		528			3,546

Adjusted EBITDA	$	161,232		$	91,781		$	75,418


Adjusted EBITDA by Segment
(in thousands)
West	$	96,133		$	28,607		$	14,429
Central		83,912			72,918			65,767
East		17,955			15,134			10,782
Corporate⁽¹⁾		(36,768	)		(24,878	)		(15,560	)

Adjusted EBITDA	$	161,232		$	91,781		$	75,418

	Percentage Change in
	Volume			AverageSellingPrice
Aggregate		1.2	%		8.0	%
Asphalt		9.3	%		(1.4	%)

(1)

The decrease in Corporate Adjusted EBITDA in the year ended December 27, 2014, is due to a $3.5 million increase in transaction costs, a $1.7 million increase in monitoring fees due to our indirect investors, which are based on a percentage of earnings and were allocated as a regional expense in 2013, and an increase in labor costs from the infrastructure investment in the prior year.

~~Operating~~38 ~~Loss~~

InTable 2013, operating loss was $14.2 million, which included a $14.9 million goodwill impairment charge from a decline in the estimated fair value of the reporting unit caused by uncertainties in the timing of a sustained recovery in the Kentucky construction market. Excluding the goodwill impairment charge, operating income improved $0.9 million and operating margin improved 60 basis points from the comparable period in 2012. This improvement was driven by increased aggregate pricing and various cost savings initiatives implemented in 2012 and 2013, including headcount reductions of approximately 60 salaried employees. Contents

~~Adjusted~~Consolidated ~~EBITDA~~Results of Operations

~~Adjusted EBITDA increased $4.4 million in 2013 from 2012 to $15.1 million.~~ The ~~Adjusted~~table ~~EBITDA~~below ~~increase~~sets inforth ~~2013~~our ~~was~~consolidated ~~driven~~results byof ~~increased~~operations ~~aggregate~~for ~~pricing and~~ the ~~various~~periods ~~cost~~indicated: ~~savings initiatives mentioned above. In addition, the East region benefited in 2013 from a reduction of debt financing costs of $2.5 million, as compared to 2012.~~


	2014			2013			2012
(in thousands)
Revenue	$	1,204,231		$	916,201		$	926,254
Cost of revenue (excluding items shown separately below)		887,160			677,052			713,346
General and administrative expenses		150,732			142,000			127,215
Goodwill impairment		—			68,202			—
Depreciation, depletion, amortization and accretion		87,826			72,934			68,290
Transaction costs		8,554			3,990			1,988

Operating income (loss)		69,959			(47,977	)		15,415
Other income, net		(3,447	)		(1,737	)		(1,182	)
Loss on debt financings		—			3,115			9,469
Interest expense		86,742			56,443			58,079

Loss from continuing operations before taxes		(13,336	)		(105,798	)		(50,951	)
Income tax benefit		(6,983	)		(2,647	)		(3,920	)

Loss from continuing operations		(6,353	)		(103,151	)		(47,031	)
(Income) loss from discontinued operations		(71	)		528			3,546
Net loss	$	(6,282	)	$	(103,679	)	$	(50,577	)

Fiscal Year ~~2012~~2014 ~~compared~~Compared to ~~2011~~2013

(in thousands)	2012			2011			Variance
($ in thousands)	2014			2013			Variance
Total revenue	$	926,254		$	789,076		$	137,178		17.4	%
Revenue	$	1,204,231		$	916,201		$	288,030		31.4	%
Operating income (loss)		15,415			25,099			(9,684	)	(38.6	)%
Operating income		69,959			(47,977	)		117,936		245.8	%
Operating margin		15.78	%		3(5.2	)%
Adjusted EBITDA	$	75161,~~418~~232		$	~~107~~91,~~720~~781		$	~~(32~~69,~~302~~451	)	~~(30~~75.07	)%

Revenue increased $288.0 million in ~~2012~~2014 ~~increased~~due to a $~~926~~244.34 million ~~compared~~and to $~~789~~43.16 million increase in ~~2011.~~product ~~The~~and service ~~$137~~revenue, respectively.2 ~~million increase~~We ~~was~~had volume growth in each of our lines of business, driven primarily by the 2014 and 2013 acquisitions and ~~$17~~organic growth.7 ~~million~~Organic ~~from~~revenue ~~net~~or ~~pricing~~incremental ~~increases.~~revenue ~~Revenue~~that ~~from~~was ~~business~~not ~~acquired~~derived infrom ~~2012~~acquisitions, ~~totaled~~increased by $2481.7 million, ~~and~~or ~~the~~8.9%, ~~incremental~~while ~~revenue~~the inremaining ~~2012~~22.5% ~~from~~of ~~business~~our ~~acquired~~revenue inincrease, ~~2011~~or ~~was~~ $~~149~~206.73 million., ~~Revenue~~was ~~growth~~ from ~~price~~ ~~increases~~acquisitions. ~~and~~Service ~~acquisitions~~revenue ~~was~~in ~~partially~~2014 ~~offset~~and by2013 included $16132.37 million and $95.4 million, respectively, of ~~volume~~delivery ~~decreases~~and ~~across~~subcontract revenue, ~~our~~which ~~product~~is ~~lines~~recorded ~~other~~gross ~~than~~in ~~our~~revenue ~~cement~~and ~~business~~cost ~~where~~of werevenue. ~~had~~Detail anof ~~18%~~consolidated ~~increase~~percent ~~from~~changes ~~2011~~in ~~and~~sales ~~from~~volumes aand ~~decline~~pricing in ~~construction~~2014 ~~services~~from ~~revenue.~~ 2013 were as follows:

The West region experienced the most revenue growth in 2012 as compared to 2011. It was established in the second half of 2010 and grew significantly in 2011 through acquisitions. As a result, 2012 was the first year with a full year of results from these acquisitions. The West region composed 52% of consolidated revenue in 2012 compared to 46% in 2011 and the East region revenue declined from 21% to 15% of consolidated revenue. Revenue, as a percentage of consolidated revenue, remained constant in the Central region in 2012 as compared to 2011.


	Percentage Change in
	Volume			Pricing
Aggregates		45.3	%		(1.1	)%
Cement		9.0	%		7.2	%
Ready-mixed concrete		135.7	%		3.4	%
Asphalt		8.8	%		(0.4	)%

~~Operating~~In ~~income~~the ~~decreased~~year ~~$9.7~~ended ~~million~~December 27, ~~from~~2014, ~~$25.1~~volumes ~~million~~increased in ~~2011~~all toof ~~$15.4~~our ~~million~~product ~~in 2012~~lines. ~~Operating~~Aggregates ~~income reflects our profit after~~and ~~cost~~ready-mixed ofconcrete ~~revenue,~~volumes ~~general~~were ~~and~~positively ~~administrative~~affected ~~expenses,~~by ~~depreciation,~~our ~~depletion,~~2014 ~~amortization~~ and ~~accretion~~2013 ~~and~~acquisitions. ~~transaction~~The ~~costs~~1.1% ~~The~~net ~~components~~decrease ofin ~~cost~~aggregate ofpricing ~~revenue~~was ~~generally~~due ~~increase~~to ~~ratably~~lower ~~with~~average ~~revenue~~prices asfrom ~~labor~~our acquisitions, ~~transportation~~partially ~~costs~~offset ~~and subcontractor~~by ~~costs~~increased ~~are~~pricing ~~recorded~~ in ~~cost~~our oforganic ~~revenue~~aggregate sales. AsIn aaddition, ~~result~~the of3.4% ~~our~~increase ~~revenue~~in ~~growth~~ready-mixed ~~occurring~~concrete ~~primarily~~pricing ~~through~~was ~~acquisitions,~~constrained ~~our~~by ~~general~~different ~~and~~pricing ~~administrative~~structures ~~costs~~across ~~and~~our ~~depreciation,~~markets. ~~depletion,~~The ~~amortization~~majority ~~and~~of ~~accretion~~the ~~generally~~increase ~~have~~in ~~grown ratably~~ready-mixed ~~with~~volumes ~~revenue.~~occurred ~~Our~~in ~~transaction~~Texas, ~~costs~~which ~~fluctuate~~has ~~with~~lower ~~the~~average ~~number~~selling ~~and~~prices than ~~size~~our ofready-mixed ~~acquisitions~~concrete ~~consummated~~operations ~~each~~outside ~~year~~of Texas.

We39 are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mixed concrete and asphalt paving mix production, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalators in most of our public infrastructure contracts, other than those in Texas, limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on private and commercial contracts. In addition, we enter into various firm purchase commitments with terms generally less than one year for certain raw materials, including commodities, in the ordinary course of business. As a result of the contract escalation clauses and effective use of the firm purchase commitments, commodity prices did not have a material effect on our results of operations in 2012 as compared to 2011.

AsTable a percentage of total revenue, the individual components of operating income remained relatively consistent from 2011 to 2012. Operating margin, which we define as operating income as a percentage of total revenue, declined from 3.2% in 2011 to 1.7% in 2012. Operating margin was affected by $8.0 million of costs recognized in connection with an indemnification agreement in 2012, compared to $1.9 million recognized in 2011, low-margin contracts and higher costs on certain construction projects, primarily in the West region. During 2012, we performed work on certain grading and structural projects that were generally bid and awarded prior to our acquisition of the respective entities. These non-core structural projects were bid without cost escalators for raw materials, fuel, etc., which resulted in cost escalations in 2012 as work was performed on the projects. In addition, in the East region, we were affected by low margins on certain projects from a highly competitive environment. Contents

WeCement ~~experienced~~volumes grew 9.0% and pricing increased 7.2% due to overall price improvements and a ~~decline~~shift in customer mix. Cement sales in ~~Adjusted~~2014 ~~EBITDA~~included ~~from~~a ~~$107~~greater percentage of low volume, or retail, sales, which generally are sold at a higher price than sales to high-volume customers.7 ~~million~~Customer mix varies each year based on demand in ~~2011~~the toapplicable markets. ~~$75~~Asphalt volumes increased 8.8% and pricing decreased slightly by 0.4%, ~~million~~due to product mix and despite an increase in ~~2012~~underlying ~~related~~prices. toAsphalt ~~the~~sales ~~following:~~in 2014 included a greater percentage of asphalt base mix, which is thicker than intermediate or surface mix, and has a lower selling price per ton.

•As Ina ~~2012~~vertically-integrated company, we ~~recognized~~include $8intercompany sales from materials to products and from products to services when assessing the operating results of our business.0 ~~million~~These intercompany transactions are eliminated in ~~losses~~the onconsolidated anfinancial ~~indemnification~~statements. ~~agreement~~Prior to eliminations, ~~compared~~the tonet effect of the volume and pricing changes on revenue was approximately $238.8 million and $66.1 million, respectively.9 Revenue for paving and related services increased $50.5 million primarily as a result of increased activity in ~~2011~~Texas, Utah and Kansas. Prior to eliminations, the revenue changes by product/service were as follows:

• In 2012, a $9.5 million loss associated with a debt refinancing was recognized.


($ in thousands)	2014			2013			Variance
Revenue by product:*
Aggregates	$	229,047		$	159,019		$	70,028
Cement		89,911			76,211			13,700
Ready-mixed concrete		274,970			112,878			162,092
Asphalt		278,867			219,811			59,056
Paving and related services		528,817			478,280			50,537
Other		(197,381	)		(129,998	)		(67,383	)

Total revenue	$	1,204,231		$	916,201		$	288,030

•* InRevenue ~~2011,~~by weproduct ~~recognized~~includes ~~$12.1~~intracompany ~~million~~sales oftransferred ~~bargain~~at ~~purchase~~market ~~gains on certain acquisitions in the West region~~value. The ~~amount~~elimination of ~~the~~intracompany ~~bargain~~transactions ~~purchase gain~~ is ~~equal~~included toin ~~the amount by which the fair value of net assets acquired exceeded the consideration transferred~~Other. ~~We believe that the resulting bargain purchase gain is reasonable as the sellers were highly motivated.~~

• In ~~2011~~2014, weoperating ~~recognized~~income aincreased $10117.39 million ~~favorable~~and ~~fair~~Adjusted ~~value~~EBITDA ~~adjustment~~increased ~~on contingent consideration, compared to~~ $069.45 million inas ~~2012.~~a ~~The~~result ~~$10.3~~of ~~million~~the ~~adjustment~~increase in ~~2011~~revenue discussed ~~was~~above ~~due~~and ~~primarily~~the toimprovement ~~revised~~in ~~estimates~~operating ofmargin ~~the~~from ~~probability~~(5.2)% ofto ~~achieving~~5.8%. ~~the~~The ~~specified~~increase ~~targets~~in ~~that~~operating ~~would~~margin ~~require~~was ~~contingent~~primarily ~~payments,~~attributable ~~related~~ to ~~certain~~the ~~acquisitions.~~following:

• Transaction fees decreased $7.1 million in 2012 compared to 2011 due to a decrease in acquisition activity. We closed eight acquisitions in 2011 with an average purchase price of $23.6 million compared to three in 2012 for an average purchase price of $19.8 million.


Operating margin — 2013	(5.2	)%
2013 Goodwill impairment(1)	5.7	%
General and administrative expenses (“G&A”)(2)	3.0	%
Depreciation, depletion, amortization and accretion(3)	0.7	%
Transaction costs (4)	(0.3	)%
Other(5)	1.9	%

Operating margin — 2014	5.8	%

45(1) In 2013, we recognized $68.2 million of goodwill impairment charges. Approximately $53.3 million and $14.9 million of the goodwill impairments charges were recognized in our West (Utah) and East (Kentucky) regions, respectively. The goodwill impairment was a result of a decline in the estimated fair value of certain reporting units caused by uncertainties in the timing of a sustained recovery in the Utah and Kentucky construction markets.

~~Other~~Revenue ~~Financial~~generated ~~Information~~from the Utah-based operations declined 7.2% from $204.1 million in 2012 to $189.4 million in 2013, compared to $215.1 million, or a 5.4% increase, adjusted for acquisitions, that was assumed in the 2012 goodwill impairment analysis. The Utah operations incurred an operating loss of $4.5 million, excluding the goodwill impairment charge, and $13.3 million in 2013 and 2012, respectively, demonstrating an improvement in operating loss, but not yet earning operating income. The fair value estimates used in this assessment were dependent upon assumptions and estimates about the future profitability and other financial metrics of our reporting units, as well as relevant financial data, recent transactions and market valuations of comparable public companies. The increase in cash flows from 2012 to 2013 projected in the 2012 goodwill analysis assumed that an increase in housing permits and infrastructure spending in Utah would result in increased revenue for our operations. However, our revenue, and the private construction and public infrastructure spending, did not increase as projected. In the 2013 goodwill analysis, we assumed that an economic recovery in this market would be delayed beyond 2014, which resulted in a decrease in the overall valuation of the Utah operations. Subsequent to the 2013 goodwill analysis, management determined that certain cost savings measures would be required for 2014, including a reduction in G&A. Any benefits from such cost reductions were not assumed in the 2013 goodwill analysis, as they had not been fully quantified when it was completed. During

~~Other~~40 ~~Income, Net~~

OtherTable income decreased to $1.2 million in 2012 from $21.2 million in 2011. Included in other income in 2011 were $12.1 million of bargain purchase gains on certain acquisitions in the West region and a $10.3 million gain from fair value adjustments to contingent consideration, compared to a $0.4 million fair value adjustment in 2012. Contents

~~Loss~~ the year ended December 27, 2014, the Utah-based operations’ earnings exceeded the 2014 full year earnings that were forecast in the 2013 goodwill analysis. This earnings improvement was driven by $11.5 million of G&A reductions, which was primarily a result of a 20% headcount reduction of Utah’s G&A operations and a $4.4 million loss on ~~Debt~~the ~~Refinancing~~disposition of certain assets in Colorado that was recognized in 2013. We believe that the risk of additional impairment of the $36.6 million of the Utah operation’s remaining goodwill is low given that the 2013 analysis assumed a delayed market recovery and did not take into consideration cost cutting measures that could be, and were, implemented in 2014.

WeThe ~~refinanced~~operating ~~our~~loss ~~long-term~~in ~~debt~~the ~~and~~East ~~accrued~~region, ~~interest~~which inis ~~January~~the ~~2012~~Kentucky ~~resulting~~reporting inunit, improved from a loss of $90.5 2 million in 2012 to approximately break-even in 2013, excluding the goodwill impairment charge. An operating loss was incurred despite a 15.2% increase in revenue. We ~~did~~had ~~not~~expected ~~refinance~~revenue ~~our~~growth from public infrastructure projects ~~long-term~~to ~~debt~~exceed that which has been realized and is expected in ~~2011~~the near term. We also had expected operating income improvements at a greater rate than was projected at the time the 2013 goodwill analysis was performed.

~~Interest~~After ~~Expense~~recognizing these impairment charges, the goodwill attributable to the Utah and Kentucky reporting units was $36.6 million and zero, respectively. We do not believe material uncertainty that could result in an additional impairment charge exists in these reporting units.

~~Interest~~(2) ~~expense~~G&A, ~~increased~~as ~~$10.3~~a ~~million~~percentage of revenue, ordeclined 21from 15.5%, to ~~$58~~12.15% ~~million~~ in ~~2012 compared to $47~~2014.8 ~~million~~During in2013, ~~2011.~~we ~~The~~invested ~~increase~~ in our ~~interest~~infrastructure ~~expense~~(finance, ~~reflects~~information antechnology, ~~increase~~legal inand ~~our~~human ~~average~~resources) ~~debt.~~and ~~Our~~expect ~~debt~~G&A, ~~without~~ ~~giving~~as ~~effect~~a topercentage ~~original~~of ~~issuance discount~~revenue, ~~increased~~ to ~~$648.0~~stabilize ~~million~~in at2015 ~~December 29,~~and ~~2012 from $609~~beyond.0 ~~million at December 31, 2011.~~ In addition, ~~although our outstanding borrowings on our revolver were zero at year-end 2012,~~ we ~~carried~~ anincurred ~~average~~a ~~balance of~~ $364.74 million ~~during~~loss ~~2012.~~on ~~The~~the ~~additional~~disposition ~~borrowings~~of ~~were~~certain ~~primarily~~assets ~~used~~in toColorado ~~fund~~in ~~acquisitions ($48~~2013.~~8 million) and seasonal working capital requirements.~~

~~Income~~(3) ~~Tax~~Depreciation, ~~Expense~~depletion, amortization and accretion, as a percentage of revenue, declined from 8.0% to 7.3% in 2014. Increased investments in depreciable assets through either capital expenditures or business acquisitions generally increase depreciation expense, while assets being fully depreciated or disposed generally decrease depreciation expense. In 2014, our revenue grew approximately 22.5% from acquisitions, which exceeded the percentage increase in depreciation expense recognized from the acquisitions. As a result, depreciation, depletion, amortization and accretion, as a percentage of revenue, decreased from 2013 despite an overall increase in depreciable assets.

~~Summit~~(4) ~~Materials~~Transaction iscosts aincreased ~~limited liability company and passes its tax attributes for federal and state tax purposes to its parent entities and is generally not subject to federal or state income tax~~$4.6 ~~However,~~million ~~the~~in ~~consolidated~~2014 ~~financial statements of the Company include federal and state income tax provisions for subsidiaries organized~~ as ~~taxable~~a ~~entities.~~result ~~In 2012, we recorded income tax benefit~~ of ~~$3.9~~the ~~million~~eight ~~compared~~acquisitions ~~to an expense of $3.4 million~~ in ~~2011.~~2014 ~~The~~compared ~~decrease in the income tax expense is due~~ to ~~taxable~~two ~~losses~~acquisitions ~~incurred by our taxable entities~~ in ~~2012~~2013.

~~Discontinued~~(5) ~~Operations~~The remaining margin improvement was primarily a result of a shift in product and customer mix. Our acquisitions in 2014 were materials and products businesses. As a result and as shown in the table above, revenue from aggregates and ready-mixed concrete was 19.0% and 22.8%, respectively, of total revenue in 2014 compared to 17.4% and 12.3%, respectively in 2013. Revenue from paving and related services, which generally has lower operating margins than the materials and products, was 43.9% of total revenue in 2014 compared to 52.2% in 2013.

~~The~~In ~~results~~addition ofto ~~our~~the ~~discontinued~~items ~~operations~~discussed above, ~~have~~contributing ~~been~~to ~~removed from~~ the ~~results~~improvement ofin ~~continuing~~Adjusted ~~operations~~EBITDA ~~for~~in ~~all~~2014, ~~periods presented. Revenue from these discontinued operations~~ was a $503.21 million ~~and $49.5 million in 2012 and 2011, respectively. The~~ loss ~~from~~on ~~discontinued~~a ~~operations,~~debt ~~inclusive~~refinancing ofrecognized anin ~~immaterial~~2013 ~~gain~~related onto the ~~sale~~February in2013 ~~2012,~~debt ~~was $3~~repricing.5 ~~million and $5.2 million in 2012 and 2011, respectively.~~

~~Segment~~Other ~~Results~~Financial ofInformation ~~Operations~~

~~Central~~Loss on ~~region~~Debt ~~fiscal~~Financings ~~year 2012 compared to 2011~~

(in thousands)	2012			2011			Variance
Total revenue	$	302,113		$	264,008		$	38,105		14.4	%
Operating income		37,560			38,105			(545	)	(1.4	)%
Operating margin		12.4	%		14.4	%
Adjusted EBITDA	$	65,767		$	65,651		$	116		0.2	%

In February 2013, we completed a repricing of our credit facilities, which provide for term loans in an aggregate amount of $422.0 million and revolving credit commitments in an aggregate amount of $150.0 million (the “senior secured credit facilities”), which reduced our stated term-loan interest rate by 1.0% and provided additional borrowing capacity of $25.0 million. As a result of the repricing, we recognized a loss of $3.1 million for related bank fees. We did not refinance our debt in 2014.

~~Revenue~~Segment inResults ~~the~~of ~~Central~~Operations region increased $38.1 million, or 14.4%, in 2012 to $302.1 million compared to $264.0 million in 2011 due to acquisitions and a $15.4 million increase in cement sales, driven by a 17% increase in cement volumes. Revenue from business acquired in 2012 totaled $23.3 million and the incremental revenue in 2012 from business acquired in 2011 was $1.5 million.

~~Operating~~West ~~margin declined in 2012 to 12.4% from 14.4% in 2011 primarily due to a $3.4~~Region million gain on landfill closure obligations in 2011, as a result of revisions to landfill closure plans. After adjusting for this non-recurring gain, operating margin in 2012 was generally consistent with 2011.

Adjusted EBITDA remained relatively consistent from $65.7 million in 2011 to $65.8 million in 2012.


($ in thousands)	2014			2013			Variance
Revenue	$	665,716		$	426,195		$	239,521	56.2	%
Operating income (loss)		61,882			(47,476	)		109,358	230.3	%
Operating margin		9.3	%		(11.1	)%
Adjusted EBITDA	$	96,133		$	28,607		$	67,526	236.0	%

46Revenue in the West region increased $239.5 million, or 56.2%, in 2014 due primarily to acquisitions and organic revenue growth. Organic revenue growth accounted for approximately 11.7%, or $49.7 million, of the increase in revenue, and acquisitions accounted for 44.5%, or $189.8 million, of the increase in revenue. Of the total $239.5 million revenue increase, $209.6 million was

~~West~~41 ~~region fiscal year 2012 compared to 2011~~

(in thousands)	2012			2011			Variance
Total revenue	$	484,922		$	362,577		$	122,345		33.7	%
Operating loss		(6,625	)		(455	)		(6,170	)	(1,356.0	)%
Operating margin		(1.4	)%		(0.1	)%
Adjusted EBITDA	$	14,429		$	36,442		$	(22,013	)	(60.4	)%

~~Revenue~~ attributable into ~~the~~product ~~West~~revenue ~~region~~and ~~increased~~ $~~122~~29.39 million was attributable to increased service revenue, orwhich ~~33.7%~~is primarily paving and related services, inbut ~~2012~~also toincludes ~~$484.9~~certain ~~million~~other ~~compared~~revenues ~~to $362~~earned.6 In ~~million~~2014, inthe ~~2011.~~West ~~The~~region’s ~~majority~~aggregates, ready-mixed concrete and asphalt volumes increased and pricing of ~~the~~aggregates ~~increase~~improved. isReady-mixed ~~due~~concrete topricing adeclined ~~full~~as ~~year~~a result of ~~revenue~~the ~~from~~2014 acquisitions in Texas, as ready-mixed concrete prices in the ~~six~~Texas ~~acquisitions~~markets ~~that~~are ~~expanded~~lower than in our ~~presence~~markets inoutside ~~Utah,~~of Texas. Asphalt pricing declined 0.5% due to product mix and ~~Colorado~~despite an increase in ~~2011~~underlying prices. ~~Incremental~~Asphalt ~~revenue~~sales ~~from~~in ~~businesses~~2014 ~~acquired~~included ina ~~2011~~greater ~~totaled~~percentage ~~$147.4~~of asphalt base mix, which is ~~million~~thicker than intermediate or surface mix, and has a lower selling price. ~~These~~The ~~increases~~West ~~were~~region’s ~~partially~~percent ~~offset~~changes byin ~~volume~~sales ~~declines~~volumes and pricing in ~~the~~2014 ~~Utah~~from ~~market.~~2013 were as follows:

Operating margin remained relatively consistent at (0.1)% in 2011 and (1.4)% in 2012. The negative margin in 2011 was affected by $6.0 million of transaction costs related to the acquisitions, while 2012 was affected by $8.0 million in losses on an indemnification agreement, compared to $1.9 million in 2011, and lower margins on legacy construction projects due to cost overruns.


	Percentage Change in
	Volume			Pricing
Aggregates		125.8	%		1.1	%
Ready-mixed concrete		247.2	%		(0.3	)%
Asphalt		8.0	%		(0.5	)%

~~Adjusted~~As ~~EBITDA~~a ~~declined~~vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. These intercompany transactions are eliminated in the consolidated financial statements. Prior to eliminations, the net effect of the volume and pricing changes on revenue was approximately $22239.0 million ~~from~~and $36(0.4) million, inrespectively. ~~2011~~Revenue tofor paving and related services increased by $1435.49 million primarily as a result of increased activity in ~~2012~~Texas ~~primarily~~and ~~due~~Utah. Prior to eliminations, the ~~following~~revenue changes by product/service were as follows:

• In 2012, we recognized $8.0 million in losses on an indemnification agreement, compared to $1.9 million in 2011.


($ in thousands)	2014			2013			Variance
Revenue by product:*
Aggregates	$	106,443		$	46,645		$	59,798
Ready-mixed concrete		213,588			61,780			151,808
Asphalt		168,227			141,271			26,956
Paving and related services		295,556			259,630			35,926
Other		(118,098	)		(83,131	)		(34,967	)

Total revenue	$	665,716		$	426,195		$	239,521

•* InRevenue ~~2011,~~by weproduct ~~recognized~~includes ~~$12.1~~intracompany ~~million~~sales oftransferred ~~bargain~~at ~~purchase~~market ~~gains~~value. onThe ~~our~~elimination ~~acquisitions~~of intracompany transactions is included in ~~Colorado~~Other.

•42 ~~In 2011, we recognized a $4.8 million gain from a fair value adjustment to contingent consideration, compared to $0.4 million in 2012.~~

EastTable regionof fiscal year 2012 compared to 2011 Contents

(in thousands)	2012			2011			Variance
Total revenue	$	139,219		$	162,491		$	(23,272	)	(14.3	)%
Operating (loss) income		(245	)		2,687			(2,932	)	(109.1	)%
Operating margin		(0.2	)%		1.7	%
Adjusted EBITDA	$	10,782		$	15,504		$	(4,722	)	(30.5	)%

The West region’s operating income increased $109.4 million and operating margin improved from (11.1)% in 2013 to 9.3% in 2014. The improvement was primarily driven by the 2014 acquisitions in the Houston and Midland/Odessa Texas markets and organic volume growth. The increase in operating margin was primarily attributable to the following:

Our East region’s revenue decreased $23.3 million from $162.5 million in 2011 to $139.2 million in 2012 due to a decline in construction and paving activities in Kentucky.


Operating margin – 2013	(11.1	)%
Goodwill impairment(1)	8.0	%
G&A(2)	5.7	%
Depreciation, depletion, amortization and accretion(3)	0.7	%
Other(4)	6.0	%

Operating margin – 2014	9.3	%

~~Operating~~(1) ~~margin~~A $53.3 million goodwill impairment charge in 2013 from a decline in the ~~East~~estimated ~~region~~fair ~~decreased~~value ~~from 1.7%~~of our reporting unit based in ~~2011~~Utah tocaused ~~(0.2)%~~by uncertainties in ~~2012~~the ~~due~~timing ~~primarily~~of toa ~~cost~~sustained ~~overruns~~recovery onin ~~certain~~the Utah construction ~~projects~~market.

~~Adjusted~~(2) ~~EBITDA~~G&A, ~~declined~~as ~~$4.7 million~~a percentage of revenue, declined from $15.56% ~~million~~to 9.9% in ~~2011~~2014. toDuring 2014, we reduced G&A in the Utah-based operations by $1011.8 million, inwhich ~~2012~~was ~~due~~ primarily toa result of a 20% headcount reduction of Utah’s G&A operations and $34.74 million ~~charge~~loss ~~associated~~in ~~with~~2013 on the ~~January~~disposition ~~2012~~of ~~debt~~certain ~~refinancing~~assets ~~and~~in ~~cost~~Colorado. ~~overruns~~These ofG&A ~~certain~~reductions ~~legacy~~were ~~construction~~partially ~~projects.~~offset by increases resulting from the 2014 acquisitions in the West region.

~~Liquidity~~(3) Depreciation, depletion, amortization and ~~Capital~~accretion, ~~Resources~~as a percentage of revenue, declined from 5.7% to 5.0% in 2014. In 2014, our revenue grew approximately 44.5% from acquisitions, which exceeded the percentage increase in depreciation expense recognized from the 2014 acquisitions. As a result, depreciation, depletion, amortization and accretion increased at less of a rate than revenue.

~~Our~~(4) ~~primary~~The ~~sources~~remaining ofmargin ~~liquidity~~improvement ~~include~~was ~~cash~~primarily ~~on-hand,~~a ~~cash~~result ~~provided~~of bya ~~our~~shift ~~operations~~in product and ~~amounts~~customer ~~available~~mix. ~~for~~Our ~~borrowing~~acquisitions ~~under~~in ~~our~~2014 ~~credit~~were ~~facilities~~materials and products businesses. As ofa ~~December 28,~~result ~~2013,~~and weas ~~had~~shown ~~$14.9 million~~ in ~~cash~~the ~~and~~table ~~working~~above, ~~capital~~revenue offrom ~~$85.4~~aggregates ~~million~~and asready-mixed ~~compared~~concrete towas ~~cash~~16.0% and ~~working~~32.1%, ~~capital~~respectively, of ~~$27.4~~total ~~million~~revenue ~~and~~in ~~$114~~2014 compared to 10.49% ~~million~~and 14.5%, respectively, atin ~~December 29, 2012~~2013. ~~Working~~Revenue ~~capital~~from ispaving ~~calculated~~and asrelated ~~current~~services, ~~assets~~which ~~less~~generally ~~current~~has ~~liabilities,~~lower ~~excluding the~~operating ~~current~~margins ~~portion~~than ofthe ~~long-term~~materials ~~debt~~ and ~~outstanding~~products, ~~borrowings~~was on44.4% ~~our~~of ~~senior~~total ~~secured~~revenue ~~revolving~~in ~~credit~~2014 ~~facility~~compared to 60.9% in 2013.

~~Given~~In ~~the seasonality~~addition ofto ~~our~~the ~~business~~items discussed above, weapproximately ~~typically experience significant fluctuations in working capital needs and balances throughout the year~~$1.6 ~~Our~~million ~~working capital requirements generally increase during the first half~~ of the ~~year~~improvement asin weAdjusted ~~buildup~~EBITDA ~~inventory and~~was ~~focus~~attributable onto ~~repair~~a ~~and~~reduction ~~maintenance~~in ~~and other set up costs for~~ the ~~upcoming~~amount ~~season.~~of ~~Working~~loss ~~capital~~on ~~levels~~debt ~~then~~financings ~~decrease~~allocated asto ~~we wind down~~ the ~~construction~~West ~~season and enter the winter months, which is when we see significant inflows of cash from the collection of receivables~~region.

WeCentral ~~believe~~Region we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, debt service obligations and potential future acquisitions, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient capital through committed funds from our Sponsors and our borrowing capacity.


($ in thousands)	2014			2013			Variance
Revenue	$	391,553		$	329,621		$	61,932	18.8	%
Operating income		44,167			39,246			4,921	12.5	%
Operating margin		11.3	%		11.9	%
Adjusted EBITDA	$	83,912		$	72,918		$	10,994	15.1	%

~~There~~Revenue ~~were~~in nothe ~~restricted~~Central ~~cash~~region ~~balances~~increased as$61.9 ~~of December 28~~million, ~~2013~~ or ~~December 29, 2012~~18.8%, ~~Our~~in ~~remaining~~2014 ~~borrowing~~due ~~capacity~~primarily onto ~~our~~organic ~~senior~~revenue growth ~~secured~~and ~~revolving~~acquisitions. ~~credit~~Organic ~~facility,~~growth asaccounted offor ~~December 28~~approximately 15.1%, ~~2013~~or ~~was~~ $~~105~~49.76 million, ~~which~~of isthe ~~net~~increase ofin 2014, and incremental revenue from acquisitions accounted for approximately 3.7%, or $1812.3 million ofin ~~outstanding letters of credit~~2014.

~~Our~~Of ~~Long~~the total $61.9 million revenue increase, $38.8 million was attributable to increased product revenue and $23.1 million was attributable to increased service revenue, which is primarily paving and related services, but also includes certain other revenues earned. In 2014, volumes increased among all of the Central region’s product lines. The increase in aggregates and asphalt volumes were due to strong, primarily organic, demand in our Kansas markets. Cement volumes increased 9.0% and prices increased 7.2% due to overall price improvements and a shift in customer mix. Cement sales in 2014 included a greater percentage of low volume, or retail, sales, which generally are sold at a higher price than sales to high-~~Term~~volume ~~Debt~~customers. Customer mix varies each year based on demand in the applicable markets. Overall, product pricing increased, while asphalt pricing declined due to a change in product mix. The Central region’s percent changes in sales volumes and pricing in 2014 from 2013 were as follows:

Please refer to the notes to the consolidated financial statements for detailed information on our long-term debt and senior secured revolving credit facility, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage and interest coverage ratios.


	Percentage Change in
	Volume			Pricing
Aggregates		8.2	%		2.0	%
Cement		9.0	%		7.2	%
Ready-mixed concrete		10.3	%		8.8	%
Asphalt		38.3	%		(3.9	)%

At43 December 28, 2013 and December 29, 2012, $695.9 million and $648.0 million, respectively, of total debt, without giving effect to original issuance discount, was outstanding under the respective debt agreements, including the senior secured revolving credit facility. As of December 28, 2013, the Company was in compliance with all debt covenants.

InTable January 2012, Summit Materials and its 100 percent-owned subsidiary, Finance Corp. (collectively, the “Issuers”), issued $250.0 million aggregate principal amount of 10.5% Senior Notes due January 31, 2020 (the “Senior Notes”). On January 17, 2014, the Issuers added $260.0 million to the 10.5% Senior Notes due January 31, 2020, receiving proceeds of $282.8 million, before payment of fees and expenses. The proceeds were used for the purchase of Alleyton, to make payments on the senior secured revolving credit facility and for general corporate purposes. The additional $260.0 million of Senior Notes were issued at a premium of $22.8 million. Contents

InAs ~~addition~~a tovertically-integrated ~~the Senior Notes~~company, ~~Summit~~we ~~Materials~~include ~~has~~intercompany asales ~~Senior Secured~~from ~~Credit~~materials ~~Facility,~~to ~~which~~products ~~provides~~and from ~~for~~products ~~term~~to ~~loans~~services inwhen anassessing ~~aggregate~~the ~~amount~~operating results of ~~$422~~our business.0 ~~million~~These ~~and~~intercompany ~~revolving~~transactions ~~credit~~are ~~commitments~~eliminated in anthe ~~aggregate~~consolidated ~~amount~~financial ~~of $150~~statements.0 ~~million.~~Prior ~~Summit~~to ~~Materials’ 100 percent-owned subsidiaries and its non wholly-owned subsidiary~~eliminations, ~~Continental~~the ~~Cement,~~net ~~are~~effect ~~named as guarantors~~ of the ~~Senior~~volume ~~Notes~~ and ~~the~~pricing ~~Senior~~changes ~~Secured~~on revenue ~~Credit~~was ~~Facility~~approximately $31.1 million ~~Certain~~and ~~other~~$11.3 million, ~~partially-owned~~respectively. ~~subsidiaries~~The do$27.3 ~~not~~million ~~guarantee~~increase ~~the~~in ~~Senior~~paving ~~Notes,~~and ~~including~~related aservices ~~subsidiary~~was ofdriven ~~Continental~~by ~~Cement.~~increased Wedemand ~~have pledged~~for ~~substantially~~our ~~all~~services ofin ~~our~~Kansas. ~~assets~~Prior asto ~~collateral~~eliminations, ~~for~~ the ~~Senior~~revenue ~~Secured~~changes ~~Credit~~by product/service ~~Facility.~~were as follows:

Cash Flows


($ in thousands)	2014			2013			Variance
Revenue by product:*
Aggregates	$	80,038		$	72,130		$	7,908
Cement		89,911			76,211			13,700
Ready-mixed concrete		61,383			51,098			10,285
Asphalt		38,522			28,004			10,518
Paving and related services		129,822			102,542			27,280
Other		(8,123	)		(364	)		(7,759	)

Total revenue	$	391,553		$	329,621		$	61,932

~~The~~* ~~following~~Revenue ~~table summarizes our net cash provided~~ by orproduct ~~used~~includes ~~for~~intracompany ~~operating,~~sales ~~investing~~transferred ~~and~~at ~~financing~~market ~~activities~~value. ~~and~~The ~~our~~elimination ~~capital expenditures~~of ~~for~~intracompany ~~the~~transactions ~~periods~~is ~~indicated:~~included in Other.

(in thousands)	2013			2012			2011
Net cash provided by (used for)
Operating activities	$	66,412		$	62,279		$	23,253
Investing activities		(111,515	)		(85,340	)		(192,331	)
Financing activities		32,589			7,702			146,775
Cash paid for capital expenditures	$	(65,999	)	$	(45,488	)	$	(38,656	)

The Central region’s operating income increased $4.9 million and operating margin decreased by 60 basis points in 2014. Operating income was positively affected by the volume growth in each line of business, synergies realized from the April 1, 2013 acquisition of the Lafarge-Wichita assets, a $1.3 million curtailment benefit recognized in 2014 related to a retiree postretirement benefit plan maintained for certain union employees and a $0.8 million charge recognized in 2013 to remove a sunken barge from the Mississippi River. These profit improvements were somewhat offset by increased repair and maintenance expense at the cement plant and a $1.4 million impairment charge on inventory. The decrease in operating margin was primarily attributable to the following:

Operating Activities


Operating margin — 2013	11.9	%
Curtailment benefit(1)	0.3	%
2013 charge to remove barge from waterway(2)	0.2	%
Inventory impairment(3)	(0.3	)%
Cement production costs/plant repairs(4)	(0.8	)%

Operating margin — 2014	11.3	%

~~For~~(1) ~~the~~A ~~year~~$1.3 ~~ended~~million ~~2013,~~curtailment ~~cash~~benefit ~~provided~~was byrecognized ~~operating~~in ~~activities~~2014 related to a retiree postretirement benefit plan maintained for certain union employees at our cement plant, which was ~~$66.4~~amended ~~million~~to ~~primarily~~eliminate asall afuture ~~result~~retiree ~~of:~~health and life coverage for the remaining union employees, effective January 1, 2014.

•(2) ~~Non-cash~~A ~~expenses, including~~ $751.98 million ofcharge ~~depreciation,~~was ~~depletion,~~recognized ~~amortization~~in ~~and~~2013 ~~accretion,~~to remove a ~~$68.2~~sunken ~~million~~barge ~~goodwill~~from ~~impairment~~the ~~charge~~Mississippi ~~and $12~~River.4 ~~million~~No ~~from~~charges ~~net~~for ~~loss~~the onbarge ~~asset~~removal ~~disposals~~were recognized in 2014.

•(3) ~~Accounts~~During ~~receivable~~2014, ~~provided~~ $91.94 million of ~~additional~~impairment ~~cash~~charges ~~from~~were ~~December~~recognized ~~29, 2012 to December 28, 2013 due to an increased focus~~ on ~~processing~~inventory ~~billings~~in ~~and~~the ~~collecting~~Central ~~on outstanding receivables~~region.

~~For~~(4) ~~the~~During ~~year ended 2012~~2014, ~~cash~~we ~~provided~~recognized ~~by operating activities was~~ $623.3 million ~~primarily~~of asadditional arepair ~~result~~and ~~of:~~maintenance and production costs at our cement plant as compared to 2013.

•In ~~Non-cash~~addition ~~expenses~~to the items discussed above, ~~including~~approximately $720.26 million of ~~depreciation,~~the ~~depletion,~~improvement ~~amortization and accretion, which increased~~ in ~~2012~~Adjusted inEBITDA ~~connection~~was ~~with~~attributable ~~our~~to ~~2011~~a ~~and~~reduction ~~2012~~in the ~~acquisitions,~~amount ~~and~~of ~~a $9.5 million~~ loss on ~~our~~debt ~~January~~financings ~~2012~~allocated ~~debt~~to ~~refinancing~~the Central region.

•44 Accounts receivable and costs and estimated earnings in excess of billings provided $12.1 million of additional cash from December 31, 2011 to December 29, 2012 due to an increased focus on processing billings and collecting on outstanding receivables in a more timely manner during 2012 as compared to 2011.

48Table of Contents

•East ~~Accounts~~Region payable and accrued expenses provided additional cash from operations, on a net basis, of $11.1 million from December 31, 2011 to December 29, 2012 due primarily to a $16.0 million increase in accrued interest. The interest on our Senior Notes, issued in January 2012, are payable in January and July of each year and the interest on our Senior Secured Credit Facilities is payable on the last business day of each calendar quarter, which resulted in our December 2012 payment being accrued at year-end 2012 and paid in the first quarter of 2013. The increase in accrued interest was partially offset by improvement in our cash management policy with respect to accounts payable.

For the year ended 2011, cash provided by operating activities was $23.3 million primarily as a result of:


($ in thousands)	2014			2013			Variance
Revenue	$	146,962		$	160,385		$	(13,423	)	(8.4	)%
Operating income (loss)		2,201			(14,207	)		16,408		115.5	%
Operating margin		1.5	%		(8.9	)%
Adjusted EBITDA	$	17,955		$	15,134		$	2,821		18.6	%

•The ~~Non-cash~~East ~~expenses,~~region’s ~~including~~revenue decreased $6513.04 million, ofor ~~depreciation~~8.4%, ~~depletion,~~in ~~amortization~~2014 ~~and~~due ~~accretion,~~primarily to a decrease in revenue related to paving and related services as we continue to exit low margin projects. Of the total $1213.14 million ~~bargain~~revenue ~~purchase~~decrease ~~gain~~$3.9 million was from decreased product revenue and $109.35 million ~~gain~~from ondecreased service revenue, which is primarily paving and related services, but also includes certain other revenues earned. Volumes and pricing were mixed in the ~~revaluation~~East ofregion ~~contingent~~due ~~consideration~~to a shift in product mix that drove a 4.7% volume and 1.0% pricing increase in aggregates and a 3.1% increase in asphalt pricing, but asphalt volumes were down 6.0%. The East region’s percent changes in sales volumes and pricing in 2014 from 2013 were as follows:

• Accounts receivable and costs and estimated earnings in excess of billings provided $13.3 million of additional cash from December 31, 2010 to December 31, 2011 due to an increased focus on timely billings and cash collections as compared to the legacy processes of the businesses acquired in 2010.


	Percentage Change in
	Volume			Average Selling Pricing
Aggregates		4.7	%		1.0	%
Asphalt		(6.0	)%		3.1	%

•As ~~Inventory~~a ~~utilizing~~vertically-integrated ~~$12.6~~company, ~~million~~we ofinclude ~~cash~~intercompany sales from ~~December~~materials ~~31,~~to ~~2010~~products and from products to ~~December~~services ~~31,~~when ~~2011~~assessing asthe weoperating ~~increased~~results of our ~~inventory~~business. ~~balances~~These intercompany transactions are eliminated in the consolidated financial statements. Prior to ~~support~~eliminations, the ~~growth~~net ineffect ~~business~~of ~~activities~~the (volume and pricing changes on revenue ~~increased~~was approximately 94$(31.3) million and $55.2 million, respectively. The $12.7% ~~from~~million ~~2010~~decrease toin ~~2011)~~paving and related services was driven by decreased demand for our services in Kentucky. Prior to eliminations, the revenue changes by product/service were as follows:

• Billings in excess of costs and estimated earnings utilizing $8.2 million of cash from December 31, 2010 to December 31, 2011 due to certain contracts that were completed in 2011.


($ in thousands)	2014			2013			Variance
Revenue by product:*
Aggregates	$	42,566		$	40,244		$	2,322
Asphalt		72,118			50,536			21,582
Paving and related services		103,440			116,108			(12,668	)
Other		(71,162	)		(46,503	)		(24,659	)

Total revenue	$	146,962		$	160,385		$	(13,423	)

~~Investing~~* ~~Activities~~Revenue by product includes intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other.

~~For~~In ~~the year ended December 28,~~ 2013, ~~cash used for investing activities was $111.5 million, $61.6 million of which was used for~~ the ~~April 1,~~ ~~2013~~East ~~acquisitions~~region’s ofoperating ~~certain~~income ~~Lafarge~~increased ~~assets in and around Wichita, Kansas and all of the membership interests of Westroc near Salt Lake City, Utah. In addition, we invested~~ $~~66.0 million in capital expenditures, offset by $~~16.14 million of ~~proceeds~~and ~~from~~Adjusted ~~asset~~EBITDA ~~sales.~~increased ~~Approximately~~ $252.68 million ofas ~~the~~a ~~capital~~result ~~expenditures were invested in our cement business in Hannibal, Missouri, for continued development~~ of an ~~underground mine ($15.3 million), a cement terminal expansion to store~~increase ~~additional cement product~~ in ~~St.~~operating ~~Louis,~~margin ~~Missouri~~from (~~$2.~~8 ~~million~~.9),% asin ~~well~~2013 ~~as improvements made~~ to ~~the cement plant during the scheduled shutdowns~~1.5% ~~We are also investing~~ in ~~the Texas market, which is showing signs of a strong recovery~~2014. InThe ~~2013,~~increase ~~we invested $6.4 million~~ in aoperating ~~new~~margin ~~hot~~was ~~mix~~primarily ~~asphalt~~attributable ~~plant~~to inthe ~~Austin,~~following: ~~Texas.~~

For the year ended 2012, cash used for investing activities was $85.3 million. We paid $48.8 million for three acquisitions and $45.5 million for capital expenditures. The 2012 acquisitions expanded our presence in certain of our existing markets. Approximately half of our 2012 capital expenditures were to replace or maintain equipment and the remaining portion reflects capital investments in the business, the most significant of which is the development of an underground mine at our cement plant. We spent $5.0 million on the underground mine development in 2012.


Operating margin — 2013	(8.9	)%
Goodwill impairment(1)	10.2	%
Other	0.2	%

Operating margin – 2014	1.5	%

~~For~~(1) ~~the~~In ~~year ended 2011~~2013, ~~cash~~we ~~used~~recognized ~~for~~a ~~investing activities was~~ $~~192~~14.39 million. ~~The company~~goodwill ~~paid~~impairment ~~$161.1~~charge ~~million~~from ~~for~~a ~~eight~~decline ~~acquisitions~~in ~~and~~the ~~$38.7~~estimated ~~million~~fair ~~for~~value ~~capital expenditures. Six~~ of the ~~eight~~reporting ~~acquisitions~~unit ~~were~~caused inby ~~the~~uncertainties ~~West~~in ~~region through which we entered~~ the ~~western~~timing ~~Colorado~~of ~~and~~a ~~Austin,~~sustained ~~Texas~~recovery ~~markets as well as expanded our presence~~ in ~~Utah~~the ~~and~~Kentucky ~~Idaho.~~construction market.

~~Financing~~In ~~Activities~~addition to the items discussed above, approximately $1.2 million of the improvement in Adjusted EBITDA was attributable to a reduction in the amount of loss on debt financings allocated to the East region.

~~For~~45 the year ended 2013, cash provided by financing activities was $32.6 million, which was primarily composed of $42.4 million in net borrowings on the senior secured revolving credit facility and proceeds from the February 2013 repricing transaction, through which our outstanding borrowings increased $25.0 million. Approximately $61.6 million of the funds from the borrowings were used on April 1, 2013 to purchase certain assets of Lafarge in and around Wichita, Kansas and all of the membership interests in Westroc. The remaining funds have been used to fund seasonal working capital needs. In addition, we made $9.8 million of payments on our acquisition-related liabilities in 2013.

ForTable the year ended 2012, cash provided by financing activities was $7.7 million, which is primarily composed of $16.5 million of proceeds from the January 2012 financing transactions, offset by the use of cash for $7.5 million of payments under deferred consideration, and noncompete and contingent consideration arrangements entered into with various acquisitions. In 2012, all acquisitions were funded with cash on hand and debt. Accordingly, we had no proceeds from investments from our member in 2012. Contents

~~For~~Fiscal ~~the~~Year ~~year~~2013 ~~ended~~Compared ~~2011, cash provided by financing activities was $146.8 million. The $103.6 million capital contributions from our member were used~~ to ~~fund~~2012 certain acquisitions. The remaining cash provided by financing activities primarily reflects the $47.7 million of net proceeds from new debt issuances, which were also used to fund acquisitions, and $4.6 million of payments under deferred consideration and noncompete arrangements entered into with various acquisitions.


(in thousands)	2013			2012			Variance
Total revenue	$	916,201		$	926,254		$	(10,053	)	(1.1	)%
Operating (loss) income		(47,977	)		15,415			(63,392	)	(411.2	)%
Operating margin		(5.2	)%		1.7	%
Adjusted EBITDA	$	91,781		$	75,418		$	16,363		21.7	%

~~Cash~~Revenue ~~Paid~~decreased ~~for~~$10.1 ~~Capital~~million ~~Expenditures~~in 2013 due to a $14.9 million decline in service revenue, partially offset by a $4.8 million increase in product revenue. The $14.9 million decrease in service revenue, which is primarily paving and related services, but also includes certain other revenues earned, was a result of an increased focus on higher-margin, lower-volume paving projects and completion of low-margin projects, such as grading and structural work. In 2012, we completed certain construction projects that provided significant revenue, but at below-average margins, including a project in Austin, Texas that contributed $47.5 million of revenue in 2012. The decreased service revenue primarily occurred in our Utah and Texas operations. Service revenue in 2013 and 2012 included $112.8 million and $95.4 million, respectively, of delivery and subcontract revenue, which is recorded gross in revenue and cost of revenue.

WeAggregates ~~expended~~and ~~approximately~~ready-mixed ~~$66.0~~concrete ~~million~~volumes were inpositively affected from the April 1, 2013 ~~compared~~acquisitions toof ~~$45~~the Lafarge-Wichita assets and Westroc near Salt Lake City, Utah.5 ~~million~~Our incement ~~2012~~volumes decreased 4.1% Adue ~~portion~~primarily ofto ~~the~~lower ~~increase~~volumes in ~~capital~~the ~~expenditures~~fourth ~~from 2012~~quarter ~~relates~~of 2013, as compared to ~~developing~~the fourth anquarter ~~underground~~of ~~mine~~2012. Adverse weather in 2013, compared to ~~extract~~much ~~limestone~~dryer onweather ~~our~~in ~~Hannibal~~2012, ~~Missouri~~and ~~property~~an ~~where~~increased ~~our~~focus ~~cement~~on ~~plant~~higher-margin, islower-volume ~~located.~~paving Weprojects ~~spent~~largely ~~$15.3~~offset ~~million~~the oneffect of the ~~underground~~acquisitions ~~mine~~and ~~development~~drove the decline in ~~2013.~~asphalt volumes.

WeDetail ~~expended approximately $45.5 million in capital expenditures in 2012 compared to $38.7 million in 2011. A significant portion~~ of ~~the increase~~consolidated inpercent ~~capital~~changes ~~expenditures~~ in ~~2012~~sales ~~relates~~volumes toand ~~development~~pricing offrom ~~an underground mine to extract limestone on our Hannibal, Missouri property where our cement plant is located. We spent $5.0 million on the underground mine development in~~ 2012 ~~compared~~ to ~~$0.2~~2013 ~~million~~were inas ~~2011.~~follows:

Contractual Obligations


	Percentage Change in
	Volume			Average Selling Price
Aggregate		4.5	%		7.4	%
Cement		(4.1	%)		3.4	%
Ready-mixed concrete		9.2	%		3.6	%
Asphalt		(13.8	%)		4.8	%

~~The~~As ~~following~~a ~~table~~vertically-integrated ~~presents~~company, aswe ofinclude ~~December 28,~~intercompany ~~2013,~~sales ~~our~~from ~~obligations~~materials to products and ~~commitments~~from products to ~~make~~services ~~future~~when ~~payments~~assessing ~~under~~the ~~contracts~~operating results of our business. These intercompany transactions are eliminated in the consolidated financial statements. Prior to eliminations, the net effect of the volume and ~~contingent~~pricing ~~commitments~~changes on revenue was approximately ($33.1) million and $32.9 million, respectively. Revenue for paving and related services decreased by $26.9 million primarily as a result of the completion of certain construction projects, primarily in ~~thousands)~~Texas, which provided significant revenue, but at below-average margins. Revenue changes by product/service were as follows:

	Total			2014			2015-2016			2017-2018		Thereafter
(in thousands)	2013			2012			Variance
Short term borrowings and long-term debt, including current portion	$	695,890		$	30,220		$	9,495		$	7,385	$	648,790
Revenue by product:*
Capital lease obligations		11,001			2,069			4,042			720		4,170
Aggregates	$	159,019		$	146,991		$	12,028
Operating lease obligations		18,260			4,034			6,988			4,359		2,879
Cement		76,211			77,676			(1,465	)
Interest payments (1)		281,096			47,398			99,360			88,099		46,239
Ready-mixed concrete		112,878			100,941			11,937
Acquisition-related liabilities		47,337			10,790			14,254			12,330		9,963
Asphalt		219,811			242,458			(22,647	)
Royalty payments		21,937			2,044			4,039			3,480		12,374
Paving and related services		478,280			505,189			(26,909	)
Defined benefit plans (2)		4,880			972			2,410			1,280		218
Other		(129,998	)		(147,001	)		17,003
Asset retirement obligation payments		39,468			1,101			3,239			4,509		30,619
Total revenue	$	916,201		$	926,254		$	(10,053	)
Other		9,465			3,088			3,220			3,157		—
Total contractual obligations (3)	$	1,129,334		$	101,716		$	147,047		$	125,319	$	755,252

~~(1)~~* ~~Future~~Revenue ~~interest~~by ~~payments~~product ~~were~~includes ~~calculated~~intracompany ~~using~~sales ~~the~~transferred ~~applicable~~at ~~fixed~~market ~~and~~value. ~~floating~~The ~~rates~~elimination ~~charged by our lenders in effect as~~ of ~~December~~intracompany ~~28,~~transactions ~~2013~~is ~~and~~included ~~may~~in ~~differ from actual results~~Other.

~~(2)~~46 ~~Amounts represent estimated future payments to fund our defined benefit plans.~~

(3)Table Any future payouts on the redeemable noncontrolling interest are excluded from total contractual obligations as the expected timing of settlement is not estimable.Contents

~~Commitments~~In 2013, operating (loss) income decreased $63.4 million and ~~Contingencies~~Adjusted EBITDA increased $16.3 million as a result of a 690 basis point decrease in operating margin. The decrease in operating profit and margin was primarily attributable to goodwill impairment charges recognized in 2013. The decrease in operating margin was primarily attributable to the following:

We are a party to various legal proceedings, including those noted in this section. We presently believe the ultimate outcome of these proceedings, individually and in the aggregate, will not materially affect the Company’s consolidated financial position, results of operations or liquidity. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur, which could materially adversely affect our consolidated financial position, results of operations or liquidity.


Operating margin — 2012	1.7	%
Goodwill impairment(1)	(7.4	)%
2013 charge to remove barge from waterway(2)	(0.1	)%
Transaction costs(3)	(0.2	)%
2012 loss on indemnification agreement(4)	0.9	%
Other	(0.1	)%

Operating margin — 2013	(5.2	)%

We(1) ~~are~~In ~~obligated under~~2013, anwe ~~indemnification~~recognized ~~agreement~~$68.2 ~~entered~~million ~~into with the sellers~~ of ~~Harper~~goodwill ~~Contracting~~impairment ~~for~~charges. ~~the~~Approximately ~~sellers’~~$53.3 ~~ownership~~million ~~interests~~and ~~in a joint venture agreement~~$14.9 Wemillion ~~have~~of the ~~rights~~goodwill toimpairments ~~any~~charges ~~benefits~~were ~~under~~recognized ~~the~~in ~~joint~~our ~~venture~~West as(Utah) ~~well~~and asEast ~~the~~(Kentucky) ~~assumption of any obligations~~regions, ~~but do not own equity interests in the joint venture~~respectively. The ~~joint~~goodwill ~~venture~~impairment ~~has~~was ~~incurred~~a ~~significant~~result ~~losses~~of on a ~~highway~~decline ~~project~~ in ~~Utah, which have resulted in requests for funding from~~ the ~~joint~~estimated ~~venture~~fair ~~partners~~value ~~and,~~of ~~ultimately,~~certain ~~from the~~reporting ~~Company.~~units Wecaused ~~have~~by ~~funded~~uncertainties ~~$8.8 million, $4.0 million and $4.8 million~~ in ~~2012~~the ~~and~~timing ~~2011, respectively. As~~ of ~~December 28,~~a ~~2013~~sustained ~~and~~recovery ~~December 29, 2012, an accrual of $4.3 million is recorded~~ in ~~other~~the ~~noncurrent~~Utah ~~liabilities~~and ~~for~~Kentucky ~~this~~construction ~~matter~~markets.

InRevenue generated from the Utah-based operations declined 7.2% from $204.1 million in 2012 to $189.4 million in 2013, compared to $221.0 million, or a ~~dispute~~8.3% ~~with~~increase, adjusted for acquisitions, that was assumed in the ~~sellers~~2012 goodwill impairment analysis. The Utah operations incurred an operating loss of ~~Harper~~$4.5 ~~Contracting~~million, ~~related~~excluding tothe goodwill impairment charge, and $13.3 million in 2013 and 2012, respectively, demonstrating an improvement in operating loss, but not yet earning operating income. The fair value estimates used in this assessment were dependent upon assumptions and estimates about the ~~calculation~~future profitability and other financial metrics of ~~working~~our ~~capital~~reporting units, as well as relevant financial data, recent transactions and market valuations of comparable public companies. The increase in cash flows from 2012 to 2013 projected in the ~~August~~2012 ~~2010~~goodwill analysis assumed that ~~acquisition~~an ~~was~~increase ~~settled~~in housing permits and infrastructure spending in Utah would result in increased revenue for our operations. ~~The~~However, ~~working~~our ~~capital~~revenue, ~~dispute~~and ~~was~~the ~~submitted~~private toconstruction ~~binding~~and ~~arbitration~~public infrastructure spending, did not increase as projected. In the 2013 ~~outcome~~goodwill ofanalysis, we assumed that an economic recovery in this market would be delayed beyond 2014, which resulted in a decrease in the ~~payment~~overall valuation of $1the Utah operations.9 ~~million~~Subsequent to the ~~sellers~~2013 goodwill analysis, management determined that certain cost savings measures would be required for 2014, including a reduction in G&A. InAny ~~addition~~benefits from such cost reductions were not assumed in the 2013 goodwill analysis, ~~various~~as ~~other~~they ~~acquisition~~had not been fully quantified when it was completed. At year ended December 27, 2014, the Utah-~~related~~based ~~disputes~~operations’ ~~with~~earnings have exceeded the ~~sellers~~2014 full year earnings that were ~~settled~~ ~~for~~forecast ~~approximately~~in the 2013 goodwill analysis. This earnings improvement was driven by $011.8 million. ~~The~~of ~~total~~G&A ~~payments~~reductions, which was primarily a result of a 20% headcount reduction of Utah’s G&A operations, and a $24.74 million ~~were~~loss ~~made~~on the disposition of certain assets in Colorado that was recognized in the nine months ended September 28, 2013. ~~There~~We ~~was~~believe that nothe ~~material~~risk ~~effect~~of toadditional impairment of the $36.6 million of the Utah operation’s remaining goodwill is low given that the 2013 ~~earnings~~analysis asassumed a ~~result~~delayed ofmarket ~~these~~recovery ~~settlements~~and did not take into consideration cost cutting measures that could be, and were, implemented in 2014.

50The operating loss in the East region, which is the Kentucky reporting unit, improved from a loss of $0.2 million in 2012 to approximately break-even in 2013, excluding the goodwill impairment charge. An operating loss was incurred despite a 15.2% increase in revenue. We had expected revenue growth from public infrastructure projects to exceed that which has been realized and is expected in the near term. We also had expected operating income improvements at a greater rate than was projected at the time the 2013 goodwill analysis was performed.

InAfter ~~February~~recognizing ~~2011,~~these weimpairment ~~incurred~~charges, athe ~~property~~goodwill ~~loss~~attributable ~~related~~ to athe ~~sunken~~Utah ~~barge~~and ~~with~~Kentucky ~~cement~~reporting ~~product aboard.~~units Inwas ~~2013, we recognized~~ $036.8 6 million ~~of charges for lost product aboard the barge~~ and zero, ~~costs~~respectively. toWe ~~remove~~do ~~the~~not ~~barge~~believe ~~from~~material ~~the~~uncertainty ~~waterway.~~that Ascould ofresult ~~December 28,~~in ~~2013,~~an ~~$0.9~~additional ~~million~~impairment ischarge ~~included~~exists in ~~accrued~~these ~~expenses~~reporting ~~as our best estimate of the remaining costs to remove the barge~~units.

We(2) ~~are~~In ~~obligated~~2013, ~~under~~a ~~various firm purchase commitments for certain raw materials and services that are in the ordinary course of business and generally have terms less than one year~~$0.8 ~~Management~~million ~~does~~charge ~~not~~was ~~expect~~recognized ~~any~~to ~~significant~~remove ~~changes in the market value of these goods and services during the commitment period that would have~~ a ~~material~~ ~~adverse~~sunken ~~effect~~barge onfrom the ~~financial~~Mississippi ~~position, results of operations or liquidity of the Company~~River.

~~Off~~(3) Transaction costs increased $2.0 million in 2013 as a result of the April 1, 2013 Lafarge-~~Balance~~Wichita ~~Sheet~~and ~~Arrangements~~ Westroc acquisitions and costs incurred in advance of the January 17, 2014 Alleyton acquisition.

As(4) ofIn ~~December 28~~2012, ~~2013,~~ we ~~had~~recognized ~~no material off-balance sheet arrangements, such as financing or unconsolidated variable interest entities, that either have or are reasonably likely to have~~ a ~~current~~$8.0 ormillion ~~future~~loss ~~material effect~~ on ~~our~~an ~~results~~indemnification ~~of operations, financial position, liquidity, capital expenditures or capital resources~~agreement.

~~Emerging~~In ~~Growth~~addition ~~Company~~to the ~~Status~~items discussed above, approximately $6.4 million of the improvement in Adjusted EBITDA was attributable to a decrease in the loss on debt financings. In 2013, we recognized a $3.1 million loss related to the February 2013 debt repricing and recognized a $9.5 million loss in 2012 related to the January 2012 financing transactions.

We47 are an “emerging growth company” as defined under the JOBS Act and are eligible to take advantage of certain exemptions from various public company reporting requirements. See “Risk Factors—Other Risks—As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely o

Filing Compare · Summit Materials, LLC