The following discussion should be read in conjunction with the accompanying
quarterly unaudited condensed consolidated financial statements and the updated
risk factor(s) in Part II, Item 1A as well as our Annual Report on Form 10-K for
the year ended December 31, 2019 ("2019 10-K"). Our 2019 10-K includes
additional information about our significant and critical accounting policies,
as well as a detailed discussion of the most significant risks associated with
our financial condition and operating results. Unless noted otherwise, the
discussions that follow refer to the three months ended September 30, 2020 as
"the quarter" and compare the results of the quarter to the results for the
three months ended September 30, 2019, while comparisons of the results for the
nine months ended September 30, 2020 are to the results for the nine months
ended September 30, 2019.

Overview



We are a leading heavy building materials supplier of aggregates and ready-mixed
concrete in select geographic markets in the United States, the U.S. Virgin
Islands and Canada. The geographic markets for our products are generally local,
except for our Canadian aggregate products operation, Polaris Materials Corp.
("Polaris"), which primarily serves markets in California. Our customers are
generally involved in the construction industry, which is a cyclical business
and is subject to general and more localized economic conditions. In addition,
our business is impacted by seasonal variations in weather conditions, which
vary by regional market. Our operating results are subject to fluctuations in
the level and mix of construction activity that occur in our markets. The level
of activity affects the demand for our products, while the product mix of
activity among the various segments of the construction industry affects both
our relative competitive strengths and our operating margins. Commercial and
industrial projects generally provide more opportunities to sell value-added
products that are designed to meet the high-performance requirements of these
types of projects. We conduct our business primarily through two reportable
segments: ready-mixed concrete and aggregate products.

Ready-Mixed Concrete.  Our ready-mixed concrete segment (which represented 85.1%
of our revenue for the nine months ended September 30, 2020) engages principally
in the formulation, preparation and delivery of ready-mixed concrete to our
customers' job sites. We provide ready-mixed concrete from our operations in
Texas, Northern California, New York City, New Jersey, Washington, D.C.,
Philadelphia, Oklahoma and the U.S. Virgin Islands. Ready-mixed concrete is a
highly versatile construction material that results from combining coarse and
fine aggregates, such as gravel, crushed stone and sand, with water, various
chemical admixtures and cement. We also provide services intended to reduce our
customers' overall construction costs by lowering the installed, or "in-place,"
cost of concrete. These services include the formulation of mixtures for
specific design uses, on-site and lab-based product quality control and
customized delivery programs to meet our customers' needs.

Aggregate Products. Our aggregate products segment (which represented 11.1% of
our revenue for the nine months ended September 30, 2020, excluding $47.2
million of intersegment sales) produces crushed stone, sand and gravel from our
aggregates facilities located in British Columbia, Canada; Texas; Oklahoma; New
Jersey; New York; and the U.S. Virgin Islands. We sell these aggregates for use
in commercial, industrial, and public works projects, as well as consume them
internally in the production of ready-mixed concrete. We produced approximately
10.6 million tons of aggregates during the nine months ended September 30, 2020,
with Canada representing 41%, Texas/Oklahoma representing 32%, New Jersey/New
York representing 25%, and the U.S. Virgin Islands representing 2% of the total
production. We believe our aggregate reserves provide us with additional raw
materials sourcing flexibility and supply availability.

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Coronavirus Impact



On January 30, 2020, the World Health Organization declared a global emergency
with respect to the outbreak of coronavirus ("COVID-19"). On March 13, 2020,
President Trump declared the COVID-19 pandemic a national emergency. Residents
throughout the U.S. have spent varying periods under "stay-at-home" or
"shelter-in-place" orders. The full, long-term impacts of the pandemic are
unknown and evolving. Construction has generally been considered an "essential"
service and thus excluded from many stay-at-home orders. While we have generally
remained operational during this time in the regions we serve with the
implementation of new, enhanced safety and health protocols, certain of our
operations have been more negatively impacted, particularly in April and May, in
states with stringent restrictions. For example, our ready-mixed concrete sales
decreased $80.6 million during the nine months ended September 30, 2020,
resulting largely from a decline in ready-mixed concrete operations in New York
City and California, both of which had more stringent restrictions related to
COVID-19. As restrictions have gradually evolved, construction levels have begun
improving in many of those areas. We continue to monitor the impact on our
customers and our ongoing projects and pipeline. The business contingency plans
and cost-cutting measures that we implemented, and continue to implement, across
our operations, which are continually reviewed and updated in response to the
evolving pandemic, helped to mitigate the impact from the decrease in
ready-mixed concrete sales volumes on our operating income in the second and
third quarters of 2020. Given the unprecedented uncertainty surrounding
COVID-19, we are currently unable to estimate the full impact the pandemic will
have on our results of operations for 2020 and beyond. While we expect that our
total revenue for 2020 will be lower than 2019, we will continue to focus on
cost containment efforts to help minimize the resulting impact to our net income
for the year.

Acquisition of Aggregates Company



We acquired all of the equity of Coram Materials Corp. and certain of its
affiliates (collectively, "Coram Materials"), a sand and gravel producer in New
York, on February 24, 2020 (the "Coram Acquisition"). The Coram Acquisition
expanded our aggregate products operations in our East Region. For additional
information, see   Note 3, "Business Combination"   to our condensed
consolidated financial statements included in Part I of this report.

                                       25
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Results of Operations



The discussions that follow reflect results for the three and nine months ended
September 30, 2020 compared to the three and nine months ended September 30,
2019, respectively, unless otherwise noted.
                                            Three Months Ended                                             Nine Months Ended
                                               September 30,                        %                        September 30,                        %
($ in millions except selling prices)     2020               2019               Change(1)               2020               2019               Change(1)
Revenue                               $    374.2          $  408.9               (8.5)%             $ 1,031.3          $ 1,109.5               (7.0)%
Cost of goods sold before
depreciation, depletion and
amortization                               283.9             321.2               (11.6)                 807.9              886.4                (8.9)
Selling, general and administrative
expenses                                    32.1              32.0                 0.3                   97.5              103.3                (5.6)
Depreciation, depletion and
amortization                                25.8              22.3                15.7                   74.4               70.2                 6.0
Change in value of contingent
consideration                                0.1               0.3               (66.7)                  (5.4)               1.6                 NM
Loss (gain) on sale/disposal of
assets, net                                    -              (0.2)               100.0                  (0.1)               0.8               (112.5)
Operating income                            32.3              33.3                (3.0)                  57.0               47.2                20.8
Interest expense, net                       12.0              11.6                 3.4                   34.8               34.8                  -
Other income, net                           (0.4)             (0.2)               100.0                  (1.6)              (7.8)               79.5
Income before income taxes                  20.7              21.9                (5.5)                  23.8               20.2                17.8
Income tax expense (benefit)                (3.4)              8.3               (141.0)                 (4.0)               8.3               (148.2)
Net income                                  24.1              13.6                77.2                   27.8               11.9                133.6
Less: Net income attributable to
non-controlling interest                     0.6               0.6                  -                     0.8                0.9               (11.1)
Net income attributable to U.S.
Concrete                              $     23.5          $   13.0                80.8%             $    27.0          $    11.0                145.5

Ready-Mixed Concrete Data:
Average selling price ("ASP") per
cubic yard                            $   141.38          $ 138.54                2.0%              $  140.99          $  138.81                1.6%
Sales volume in thousand cubic yards       2,213             2,551               (13.2)%                6,216              6,892               (9.8)%

Aggregate Products Data:
ASP per ton(2)                        $    13.37          $  11.86                12.7%             $   12.87          $   11.93                7.9%
Sales volume in thousand tons              3,663             3,116                17.6%                 9,483              8,492                11.7%



(1)  "NM" is defined as "not meaningful."
(2)  Our calculation of the aggregate products segment ASP excludes certain
other ancillary revenue and certain freight revenue.  We define revenue for our
aggregate products ASP calculation as amounts billed to external and internal
customers for coarse and fine aggregate products, excluding delivery charges.
Our calculation of ASP may differ from other companies in the construction
materials industry.

                                       26
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Revenue. Revenue for the quarter decreased 8.5%, or $34.7 million, primarily
resulting from lower sales of ready-mixed concrete and other products and
eliminations, partially offset by record sales of aggregate products. Impacted
by regional effects of COVID-19, including certain project delays and cement
supply shortages, ready-mixed concrete sales decreased $40.8 million during the
quarter as a result of lower volume. Our ready-mixed concrete operations in New
York City, Dallas/Fort Worth ("DFW") and California accounted for the majority
of the decline. New York and California both had more stringent restrictions
related to COVID-19, and our operations in those states as well as elsewhere are
still recovering from the impacts of pandemic-related construction job delays.
In addition, during the quarter, our DFW operations were negatively impacted by
inclement weather, and our California operations were negatively impacted by
supply shortages of cement resulting from temporary closures of a cement
supplier's plant. Our overall ready-mixed concrete ASP increased 2.0% during the
quarter aided by increased pricing in most of our operating regions, which
partially offset the impact on revenue from lower ready-mixed concrete volume.
Sales of other products and eliminations decreased $4.6 million. Aggregate
product sales for the quarter of $63.6 million increased 20.2%, including $10.2
million of sales from our recently acquired Coram Materials business, and
achieved the highest level of such sales ever in a single quarter. During the
quarter, each of our regions generated higher aggregate products sales volumes
together with ASP increases.

Revenue for the nine months ended September 30, 2020 decreased 7.0% due
primarily to declines in sales of ready-mixed concrete and other products and
eliminations, partially offset by increases in sales of aggregate products.
Ready-mixed concrete sales decreased $80.6 million, with the decline occurring
predominantly in New York City and California due primarily to more stringent
restrictions related to COVID-19 and in DFW, which experienced volume declines
in the first and third quarters of 2020 due to inclement weather. Aggregate
products sales increased $16.4 million in the nine months ended September 30,
2020, with increases generated by our Texas aggregate operations and Coram
Materials business, partially offset by declines in our other markets. Aggregate
products sales for the nine months ended September 30, 2020 included
$19.8 million of sales generated by our Coram Materials business since
acquisition.

Cost of goods sold before depreciation, depletion and amortization ("DD&A").
Cost of goods sold before DD&A decreased $37.3 million, or 11.6%, for the
quarter and $78.5 million, or 8.9%, for the nine months ended September 30,
2020, with the majority of the decreases from lower variable costs (which
include primarily raw material costs, labor and benefits costs, utilities and
delivery costs) due to lower sales volumes of ready-mixed concrete. In addition
to the impact of lower sales volume, delivery fuel expenses also benefited from
lower diesel costs and less congested traffic patterns. As a percentage of
revenue, cost of goods sold before DD&A decreased by 270 basis points in the
quarter and 160 basis points in the nine months ended September 30, 2020,
primarily due to product mixes and lower fuel expenses, partially offset by
higher insurance costs. In addition, with aggregate product demand shifts in
certain markets due to changing order patterns, we have experienced incremental
costs to manage our aggregate inventories.

Selling, general and administrative expenses. Selling, general and
administrative ("SG&A") expenses were slightly higher for the quarter, with a
decrease in stock-based compensation expense and the positive impact of
additional cost-saving measures in response to the COVID-19 pandemic being more
than offset by certain personnel-related expenses, including incentive
compensation and severance costs, and a pension withdrawal liability. SG&A
expenses decreased $5.8 million, or 5.6%, for the nine months ended September
30, 2020. Stock-based compensation expense, which was $7.6 million lower for the
nine months ended September 30, 2020, accounted for the majority of the
reduction in SG&A expenses for the nine months ended September 30, 2020. In
addition, for the nine months ended September 30, 2020, the positive impact from
the cost-saving measures in response to the COVID-19 pandemic was more than
offset by certain personnel-related expenses, including incentive compensation
and severance costs.

Change in value of contingent consideration. The non-cash gain on the
revaluation of contingent consideration recorded during the nine months ended
September 30, 2020 resulted primarily from changes to management's expectations
of EBITDA for the associated business for 2020.

Loss on sale/disposal of assets, net. The first nine months of 2019 included $0.7 million for the impact of a mixer truck fire.



Other income, net. The first nine months of 2019 included a gain from an eminent
domain proceeding in Washington, D.C. and insurance proceeds from prior
hurricane losses in our U.S. Virgin Island operations, neither of which were
repeated in 2020.

                                       27
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Income taxes.  We recorded an income tax benefit of $3.4 million and $4.0
million for the three and nine months ended September 30, 2020, respectively.
For the nine months ended September 30, 2020, our effective tax rate differed
substantially from the statutory tax rate primarily due to (1) additional tax
benefits recognized related to the Coronavirus Aid, Relief and Economic Security
Act ("CARES Act") enacted on March 27, 2020 and (2) final Treasury regulations
regarding the business interest deduction limitation ("Final 163(j)
Regulations") published in the Federal Register on September 14, 2020.

The CARES Act, among other things, modified the business interest deduction
limitation for tax years beginning in 2019 and 2020 from 30% of adjusted taxable
income ("ATI") to 50% of ATI. As a result, we recorded an additional tax benefit
of $3.2 million in the six months ended June 30, 2020 to reflect the CARES Act
change to our estimated interest limitation for the year ended December 31,
2019. The Final 163(j) Regulations removed an unfavorable interpretation of the
computation of ATI, which negatively impacted our business interest deduction
for the tax years ended December 31, 2018 and 2019. The guidance provided in the
Final 163(j) Regulations eliminated our business interest deduction limitation
for such tax years, and we recognized an additional tax benefit of $10.2 million
in the three and nine months ended September 30, 2020, which included amounts
related to the CARES Act net operating loss carryback provision. For the three
and nine months ended September 30, 2020, we recognized a benefit of $0.6
million and $2.7 million related to employee retention credits, which are
intended to be a reimbursement for certain wage and benefit costs we would have
otherwise not incurred.

We recorded income tax expense of $8.3 million for both the three and nine
months ended September 30, 2019. For the nine months ended September 30, 2019,
our effective tax rate differed from the federal statutory rate primarily due to
(1) losses generated by certain of our Canadian subsidiaries for which no income
tax benefit was recognized due to a related full valuation allowance, (2)
adjustments related to the tax rate change enacted as part of the Tax Cuts and
Jobs Act of 2017 and (3) state income taxes.

Segment Operating Results



Our chief operating decision maker reviews operating results based on our two
reportable segments, which are ready-mixed concrete and aggregate products, and
evaluates segment performance and allocates resources based on Adjusted EBITDA.
We define Adjusted EBITDA as our net income, excluding the impact of income
taxes, depreciation, depletion and amortization, net interest expense and
certain other non-cash, non-recurring and/or unusual, non-operating items
including, but not limited to: non-cash stock compensation expense, non-cash
change in value of contingent consideration, impairment of assets,
acquisition-related costs, officer transition expenses, purchase accounting
adjustments for inventory, pension withdrawal liability, and realignment
initiative costs. Acquisition-related costs consist of fees and expenses for
accountants, lawyers and other professionals incurred during the negotiation and
closing of strategic acquisitions and certain acquired entities' management
severance costs. Acquisition-related costs do not include fees or expenses
associated with post-closing integration of strategic acquisitions. Many of the
impacts excluded to derive Adjusted EBITDA are similar to those excluded in
calculating our compliance with our debt covenants.

We consider Adjusted EBITDA to be an indicator of the operational strength and
performance of our business. We have included Adjusted EBITDA because it is a
key financial measure used by our management to (1) internally measure our
operating performance and (2) assess our ability to service our debt, incur
additional debt and meet our capital expenditure requirements.

Adjusted EBITDA should not be construed as an alternative to, or a better
indicator of, operating income or loss, is not based on accounting principles
generally accepted in the United States of America ("U.S. GAAP"), and is not a
measure of our cash flows or ability to fund our cash needs. Our measurements of
Adjusted EBITDA may not be comparable to similarly titled measures reported by
other companies and may not be comparable to similarly titled measures used in
agreements that govern our debt.

See the prior discussion of revenue within this Item 2 as well as   Note 15,
"Segment Information"   to our condensed consolidated financial statements in
this report for additional information regarding our segments and the
reconciliation of Adjusted EBITDA to net income.

                                       28
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Ready-Mixed Concrete
                                       Three Months Ended                                                 Nine Months Ended
                                          September 30,                Increase/ (Decrease)                 September 30,                Increase/ (Decrease)
($ in millions except selling
prices)                              2020              2019                      %                     2020              2019                      %
Ready-Mixed Concrete Segment:
Revenue                           $  313.3          $  354.1                  (11.5)%               $  877.9          $  958.5                  (8.4)%
Segment revenue as a percentage
of total revenue                      83.7  %           86.6  %                                         85.1  %           86.4  %
Adjusted EBITDA                   $   45.9          $   51.5                  (10.9)%               $  115.7          $  124.1                  (6.8)%
Adjusted EBITDA as a percentage
of segment revenue                    14.7  %           14.5  %                                         13.2  %           12.9  %

Ready-Mixed Concrete Data:
ASP per cubic yard(1)             $ 141.38          $ 138.54                   2.0%                 $ 140.99          $ 138.81                   1.6%
Sales volume in thousand cubic
yards                                2,213             2,551                  (13.2)%                  6,216             6,892                  (9.8)%

(1) Calculation excludes certain ancillary revenue that is reported within the segment.



Adjusted EBITDA.  The impact of volume declines on ready-mixed concrete Adjusted
EBITDA was mitigated by actions taken as part of our business contingency plans
in the form of labor management, concrete mix optimization, higher asset
utilization and delivery efficiencies, which included lower fuel costs. Adjusted
EBITDA as a percentage of segment revenue improved 20 basis points for the
quarter and 30 basis points for the nine months ended September 30, 2020 due to
the benefits of our business contingency plans.

Aggregate Products
                                        Three Months Ended                                                Nine Months Ended
                                           September 30,                Increase/ (Decrease)                September 30,                Increase/ (Decrease)
($ in millions except selling
prices)                                2020              2019                     %                     2020              2019                     %
Aggregate Products Segment:
Sales to external customers        $    45.2          $  37.9                                        $  114.5          $ 105.8
Intersegment sales(1)                   18.4             15.0                                            47.2             39.5
Total aggregate products revenue   $    63.6          $  52.9                   20.2%                $  161.7          $ 145.3                   11.3%
Segment revenue, excluding
intersegment sales, as a
percentage
of total revenue                        12.1  %           9.3  %                                         11.1  %           9.5  %
Adjusted EBITDA                    $    26.8          $  16.3                   64.4%                $   59.7          $  38.9                   53.5%
Adjusted EBITDA as a percentage
of total aggregate products
revenue                                 42.1  %          30.8  %                                         36.9  %          26.8  %

Aggregate Products Data:


    ASP per ton(2)                 $   13.37          $ 11.86                   12.7%                $  12.87          $ 11.93                   7.9%
    Sales volume in thousand tons      3,663            3,116                   17.6%                   9,483            8,492                   11.7%



(1)  We sell aggregate products to our ready-mixed concrete segment at market
price.
(2)  Our calculation of the aggregate products segment ASP excludes certain
other ancillary revenue and certain freight revenue.  We define revenue for our
aggregate products ASP calculation as amounts billed to customers for coarse and
fine aggregate products, excluding delivery charges.  Our definition and
calculation of ASP may differ from other companies in the construction materials
industry.

                                       29
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Adjusted EBITDA. For both the quarter and the nine months ended September 30,
2020, Adjusted EBITDA for our aggregate products segment benefited from the
Coram Acquisition and increased volume in Texas, including the benefit of a new
Texas greenfield operation, operating efficiencies at our aggregate facilities
and leverage from record sales volumes.

Liquidity and Capital Resources



Our primary sources of liquidity are cash generated from operations, available
cash and cash equivalents, and access to our credit facilities, including our
(1) asset-based revolving credit facility (the "Revolving Facility"), which
provides for borrowings of up to $300.0 million, subject to a borrowing base,
and (2) delayed draw term loan facility (the "Credit Facility"), which provides
for borrowings of up to $179.6 million. On September 23, 2020, we completed a
private placement of $400.0 million aggregate principal amount of 5.125% senior
unsecured notes due 2029 ("2029 Notes"). In October 2020, we redeemed $400.0
million of our outstanding 6.375% senior unsecured notes due 2024 ("2024 Notes")
with proceeds from the 2029 Notes and borrowings under our Revolving Facility.
As of September 30, 2020, we had $405.5 million of cash and cash equivalents,
$240.4 million of available borrowing capacity under the Revolving Facility and
$179.6 million of available borrowing capacity under the Credit Facility,
providing total available liquidity of $825.5 million, $412.8 million of which
was used to pay principal and redemption premiums on our 2024 Notes in October.
Proceeds from the Credit Facility, if drawn, will be used for working capital
and general corporate purposes, including to repay outstanding borrowings under
our Revolving Facility. On July 30, 2020, we elected to reduce the commitment
amount of the Revolving Facility from $350.0 million to $300.0 million effective
August 4, 2020. The reduction did not result in any change in our total
available liquidity.

The following key financial measurements reflect certain aspects of our
financial condition:
($ in millions)                September 30, 2020         December 31, 2019
Cash and cash equivalents     $            405.5   (1)   $             40.6
Working capital               $             42.3         $            103.7
Total debt(2)                 $          1,102.8   (1)   $            687.3



(1)  In October 2020, we redeemed $400.0 million of our 2024 Notes using cash on
hand and borrowings under our Revolving Facility.
(2)  Total debt includes long-term debt, net of unamortized debt issuance costs,
including current maturities, finance leases, notes payable and any borrowings
under the Revolving Facility and Credit Facility.

Our primary liquidity needs over the next 12 months consist of (1) working
capital requirements; (2) debt service obligations; (3) capital expenditures;
and (4) payments related to strategic acquisitions, including $11.1 million of
contingent and deferred consideration for past acquisitions. Our primary
portfolio strategy includes acquisitions in various regions and markets.

Our working capital needs are typically at their lowest level in the first
quarter, increase in the second and third quarters to fund increases in accounts
receivable and inventories during those periods, and then decrease in the fourth
quarter. Availability under the Revolving Facility is governed by a borrowing
base primarily determined by our eligible accounts receivable, inventory, mixer
trucks and machinery. Our borrowing base also typically declines during the
first quarter due to lower accounts receivable balances as a result of normal
seasonality of our business caused by winter weather.

The projection of our cash needs is based upon many factors, including without
limitation, our expected volume, pricing, cost of materials and capital
expenditures. Based on our projected cash needs, we believe that cash on hand,
availability under the Revolving Facility and the Credit Facility, and cash
generated from operations will provide us with sufficient liquidity in the
ordinary course of business, not including potential acquisitions. To help
mitigate the impact of the COVID-19 pandemic on our cash needs, we initiated
business contingency planning and will continue to adjust those plans as needed.
If, however, availability under the Revolving Facility, the Credit Facility,
cash on hand and our operating cash flows are not adequate to fund our
operations, we would need to obtain other equity or debt financing or sell
assets to provide additional liquidity.

                                       30
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The principal factors that could adversely affect the amount of our internally generated funds include:



•deterioration of revenue, due to lower volume and/or pricing, because of
weakness in the markets in which we operate or due to COVID-19 operating
restrictions;
•declines in gross margins due to shifts in our product mix, increases in fixed
or variable costs or the impact of COVID-19;
•any deterioration in our ability to collect our accounts receivable from
customers as a result of weakening in construction demand or payment
difficulties experienced by our customers, including from COVID-19;
•any further COVID-19 impacts to our business; and
•inclement weather beyond normal patterns that could reduce our sales volumes.

Cash Flows

                                                                    Nine Months Ended
                                                                      September 30,
   ($ in millions)                                                   2020            2019
   Net cash provided by (used in):
   Operating activities                                        $    145.4          $ 92.1
   Investing activities                                            (158.6)          (21.4)
   Financing activities                                             378.1           (63.5)
   Effect of exchange rates on cash and cash equivalents                -            (0.2)
   Net increase in cash                                        $    364.9          $  7.0



Our net cash provided by operating activities generally reflects the cash
effects of transactions and other events used in the determination of net income
or loss, including non-controlling interest.  Overall, the improvement in cash
generated from operations was driven primarily by management's cost control
initiatives, the deferral of the remittance of payroll taxes as permitted by the
CARES Act, income tax refunds, and our ongoing initiatives to optimize our
working capital.

Investing activities in 2020 included the payment of $141.8 million for the
acquisition of Coram Materials. In addition, we incurred $17.5 million and $28.6
million during the nine months ended September 30, 2020 and 2019, respectively,
primarily to fund purchases of machinery and equipment as well as mixer trucks
and other vehicles to service our business. During the nine months ended
September 30, 2019, we received $6.0 million of proceeds from an eminent domain
matter and insurance proceeds relating to property damage suffered in 2017.

At the beginning of 2020, we expected to invest (excluding any acquisitions)
between $65.0 million and $75.0 million in capital expenditures, including
expenditures financed through finance leases in 2020. However, due to the
COVID-19 pandemic, we have reduced the amount of our expected capital
expenditures for maintenance and expansion, land purchases and new plants, as
well as plant improvements, plant equipment, drum mixer trucks and other rolling
stock. We continue to monitor the COVID-19 pandemic and related economic
repercussions, and for 2020 we expect to invest (excluding any acquisitions)
approximately $30 million in capital expenditures.

Financing activities during the nine months ended September 30, 2020 included
$400.0 million of proceeds from our 2029 Notes offering, offset by related debt
issuance costs, and $14.5 million of proceeds from finance lease transactions
primarily for our Texas greenfield aggregates operation. During the first nine
months of 2020, we made payments of $17.7 million primarily related to our
finance leases and promissory notes and paid $10.0 million for contingent and
deferred consideration obligations. Financing activities during the first nine
months of 2019 included $3.9 million of net repayments under our Revolving
Facility to operate our business and fund acquisitions. In addition, during the
first nine months of 2019, we made payments of $24.2 million primarily related
to our finance leases and promissory notes and paid $33.4 million for contingent
and deferred consideration obligations.

                                       31
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The discussion that follows provides a description of our arrangements relating to our outstanding indebtedness.

Asset Based Revolving Credit Facility



We have a Revolving Facility with certain financial institutions named therein
as lenders (the "Lenders") and Bank of America, N.A., as agent for the Lenders
that provides for up to $300.0 million of revolving borrowings. The Revolving
Facility also permits the incurrence of other secured indebtedness not to exceed
certain amounts as specified therein. The Revolving Facility provides for
swingline loans up to a $15.0 million sublimit and letters of credit up to a
$50.0 million sublimit. Loans under the Revolving Facility are in the form of
either base rate loans or the London Interbank Offered Rate "LIBOR" loans
denominated in U.S. dollars.

Our actual maximum credit availability under the Revolving Facility varies from
time to time and is determined by calculating the value of our eligible accounts
receivable, inventory, mixer trucks and machinery, minus reserves imposed by the
Lenders and other adjustments, as specified in the Third Amended and Restated
Loan and Security Agreement (the "Third Loan Agreement"), which matures August
31, 2022. Our availability under the Revolving Facility at September 30, 2020
was $240.4 million.

The Third Loan Agreement contains usual and customary covenants including, but
not limited to, restrictions on our and our guarantor subsidiaries' ability to
consolidate or merge; substantially change the nature of our business; sell,
lease or otherwise transfer any of our assets; create or incur indebtedness;
create liens; pay dividends or make other distributions; make loans; prepay
certain indebtedness; and make investments or acquisitions. The covenants are
subject to certain exceptions as specified in the Third Loan Agreement. The
Third Loan Agreement also requires that we, upon the occurrence of certain
events, maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each
period of 12 calendar months. As of September 30, 2020, we did not have any
amounts outstanding under the Revolving Facility, and we were in compliance with
all covenants under the Third Loan Agreement.

Delayed Draw Term Loan Facility



On April 17, 2020, we entered into a secured delayed draw term loan agreement
(the "Agreement") with certain subsidiaries as guarantors thereto, Bank of
America, N.A. as administrative agent and collateral agent, and the lenders and
other parties named therein. The Agreement provided for an initial $180.0
million delayed draw term loan facility (the "Credit Facility") that was reduced
to $179.6 million as of September 30, 2020, as permitted borrowings are reduced
by approximately $0.4 million each quarter through September 30, 2021. The
Agreement permits borrowings until December 15, 2021. Any such borrowings
outstanding will mature May 1, 2025 (subject to a springing maturity on March 1,
2024 to the extent any of our 2024 Notes remain outstanding on such date). We
entered into the Agreement to enhance our liquidity and financial flexibility.
Proceeds of the Credit Facility, if drawn, will be used for working capital and
general corporate purposes, including to repay outstanding borrowings under our
Revolving Facility.

Borrowings under the Agreement bear interest at our option of either: (1) LIBOR
(subject to a floor of 0.75%) plus a margin ranging from 2.75% to 3.75% or (2) a
base rate (which is equal to the greatest of the prime rate, the Federal Funds
effective rate plus 0.50% and LIBOR plus 1.00% and is subject to a floor of
1.75%) plus a margin ranging from 1.75% to 2.75%. The applicable margin depends
on the aggregate amount of the loans borrowed. Additionally, each draw on the
Credit Facility will be issued at a price of 99.0% of the amount drawn. The
Agreement is secured by a first priority lien and security interest on certain
real property of the subsidiary guarantors and substantially all of the personal
property of the Company and its subsidiary guarantors that is not secured by a
first priority security interest under the Revolving Facility (the "Revolving
Facility Collateral") and a second priority security interest on the Revolving
Facility Collateral. The Agreement contains usual and customary covenants
including, but not limited to, restrictions on our and our guarantor
subsidiaries' ability to consolidate or merge; substantially change the nature
of our business; sell, lease or otherwise transfer any of our assets; create or
incur indebtedness; create liens; pay dividends or make other distributions;
make loans; prepay certain indebtedness; and make investments or acquisitions,
but it does not contain any financial maintenance covenants.
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Senior Unsecured Notes



The 2024 Notes are governed by an indenture (the "2024 Indenture") dated as of
June 7, 2016, by and among U.S. Concrete, Inc., as issuer (the "Issuer"), the
subsidiary guarantors party thereto, and U.S. Bank National Association, as
trustee. The 2024 Notes accrue interest at a rate of 6.375% per annum, which is
payable on June 1 and December 1 of each year. The 2024 Notes mature on June 1,
2024, and are redeemable at our option prior to maturity at prices specified in
the 2024 Indenture. As of September 30, 2020, $600.0 million aggregate principal
amount of the 2024 Notes were outstanding. In October 2020, we redeemed $400.0
million of the 2024 Notes at a price of 103.188%. The 2024 Indenture contains
negative covenants that restrict our ability and our restricted subsidiaries'
ability to engage in certain transactions, as described below, and also contains
customary events of default.

The 2029 Notes are governed by an indenture (the "2029 Indenture") dated as of
September 23, 2020, among the Issuer, the subsidiary guarantors party thereto
and U.S. Bank National Association, as trustee. The 2029 Notes accrue interest
at a rate of 5.125% per annum. We will pay interest on the 2029 Notes on March 1
and September 1 of each year, beginning on March 1, 2021. The 2029 Notes mature
on March 1, 2029, and are redeemable at our option prior to maturity at prices
specified in the 2029 Indenture. The 2029 Indenture contains negative covenants
that restrict our ability and our restricted subsidiaries' ability to engage in
certain transactions, as described below, and also contains customary events of
default.

The 2024 Notes and the 2029 Notes are guaranteed on a full and unconditional
senior unsecured basis by each of the Issuer's restricted subsidiaries (each, a
"Guarantor Subsidiary," and collectively, the "Guarantor Subsidiaries") that
guarantee any obligations under the Revolving Facility and certain of the
Issuer's other indebtedness or certain indebtedness of the Issuer's restricted
subsidiaries (other than foreign restricted subsidiaries that guarantee only
indebtedness incurred by another foreign subsidiary). Each Guarantor Subsidiary
is directly or indirectly 100% owned by the Issuer. The guarantees are joint and
several. The Issuer does not have any independent assets or operations. There
are no significant restrictions in the 2024 Indenture or the 2029 Indenture on
the ability of the Guarantor Subsidiaries to make distributions to the Issuer.
The 2024 Notes and the 2029 Notes are not guaranteed by any of the Issuer's
direct or indirect foreign subsidiaries (or any domestic subsidiaries of any
such foreign subsidiaries), U.S. Virgin Islands subsidiaries or domestic
subsidiaries that are not wholly owned (collectively, the "Non-Guarantor
Subsidiaries").

The 2024 Notes and 2029 Notes and the guarantees thereof are effectively
subordinated to all of the Issuer's and the Guarantor Subsidiaries' existing and
future secured obligations, including obligations under the Revolving Facility,
the Credit Facility and our finance leases, to the extent of the value of the
collateral securing such obligations; senior in right of payment to any of our
and the Guarantor Subsidiaries' future subordinated indebtedness; pari passu in
right of payment with any of our and the Guarantor Subsidiaries' existing and
future senior indebtedness, including our and the Guarantor Subsidiaries'
obligations under the Revolving Facility, the Credit Facility and our finance
leases; and structurally subordinated to all existing and future indebtedness
and other claims and liabilities, including trade payables and preferred stock,
of any Non-Guarantor Subsidiaries.

Supplemental Guarantor Financial Information



In March 2020, the Securities and Exchange Commission (the "SEC") adopted
amendments to the financial disclosure requirements applicable to registered
debt offerings that include credit enhancements, such as subsidiary guarantees,
in Rule 3-10 of Regulation S-X. The amended rules focus on providing material,
relevant and decision-useful information regarding guarantees and other credit
enhancements, while eliminating certain prescriptive requirements. The Company
adopted these amendments as of March 31, 2020. Accordingly, combined summarized
financial information has been presented only for the Issuer and Guarantor
Subsidiaries for the most recent fiscal year and the year-to-date interim
period, and the required disclosures have been removed from the notes to the
condensed consolidated financial statements and are instead provided below.

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The following tables present summarized financial information for the Issuer and
the Guarantor Subsidiaries on a combined basis after intercompany transactions
have been eliminated, including adjustments to eliminate intercompany
transactions between the Issuer and the Guarantor Subsidiaries. All assets and
liabilities have been allocated to the Issuer and the Guarantor Subsidiaries
generally based on legal entity ownership. Issuer investments in, and earnings
of, Non-Guarantor Subsidiaries are excluded from the summarized financial
information presented below.

Balance Sheets ($ in millions)                          September 30, 2020           December 31, 2019
Assets:
Due from Non-Guarantor Subsidiaries, current          $               0.6          $              8.9
Other current assets                                                692.7                       320.2
Property, plant and equipment, net                                  594.9                       470.3
Amount due from Non-Guarantor Subsidiaries, long-term               115.8                       111.4
Other long-term assets                                              299.8                       307.7
Liabilities:
Current liabilities                                   $             680.3          $            245.9
Long-term debt                                                      666.5                       653.3
Other long-term liabilities                                         119.8                       120.2



                                                         Nine Months Ended           Year Ended December
Statements of Operations ($ in millions)                 September 30, 2020               31, 2019
Revenue                                                $             949.3          $          1,361.2
Cost of goods sold before depreciation, depletion and
amortization                                                         754.5                     1,107.6
Operating income                                                      48.6                        50.1
Net income                                                            22.2                         5.5




Other Debt

We have financing agreements with various lenders primarily for the purchase of
mixer trucks and other machinery and equipment with $108.4 million of remaining
principal as of September 30, 2020. During the nine months ended September 30,
2020, we entered into agreements to defer certain monthly finance lease and
promissory note payments to help mitigate the cash flow impact of the COVID-19
pandemic. As of September 30, 2020, we had $8.3 million of remaining deferred
payments to be paid.

For additional information regarding our arrangements relating to outstanding indebtedness, see the information set forth in Note 7, "Debt" to our condensed consolidated financial statements included in this report. Inflation



We experienced minimal increases in operating costs during the first nine months
of 2020 related to inflation. However, in non-recessionary conditions, cement
prices and certain other raw material prices, including aggregates, have
generally risen faster than regional inflationary rates. When these price
increases have occurred, we have generally been able to mitigate our cost
increases with price increases we obtain for our products.

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Critical Accounting Policies



We prepared the preceding discussion based on the accompanying interim unaudited
condensed consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. Such preparation of financial statements requires the
use of estimates and assumptions by management in determining the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Estimates are based on
historical experience, currently available information and various other
assumptions that we believe to be reasonable under the circumstances. These
estimates form the basis for making judgments about the carrying values of
assets and liabilities that are not readily available from other sources. Actual
results could differ from those estimates. We described our critical accounting
policies in Item 7 of Part II of our 2019 10-K. Our critical accounting policies
involve the use of estimates in the recording of business combinations, goodwill
and intangible assets and any related impairment, accruals for self-insurance,
accruals for income taxes, assessing impairment of long-lived assets, and
accounting for contingent consideration. See Note 1, "Organization and Summary
of Significant Accounting Policies" to our condensed consolidated financial
statements included in Item 8 of Part II of the 2019 10-K for a discussion of
our critical and significant accounting policies and   Note 2, "Significant
Accounting Policies"   to our interim unaudited condensed consolidated financial
statements included in this report for a discussion of the impact of the new
credit loss standard that we adopted as of January 1, 2020.

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           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this report may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, without
limitation, statements concerning plans, objectives, goals, projections,
strategies, future events or performance, and underlying assumptions and other
statements, which are not statements of historical facts. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"intend," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"outlook," "predict," "potential," or "continue," the negative of such terms or
other comparable terminology. These forward-looking statements are based on our
current expectations and beliefs concerning future developments and their
potential effect on us. While management believes that these forward-looking
statements are reasonable as and when made, there can be no assurance that
future developments affecting us will be those that we anticipate. All comments
concerning our expectations for future operating results are based on our
forecasts for our existing operations and do not include the potential impact of
any future acquisitions. Our forward-looking statements involve significant
risks and uncertainties (some of which are beyond our control) and assumptions
that could cause actual results to differ materially from our historical
experience and our present expectations or projections.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:



•general economic and business conditions, which will, among other things,
affect demand for commercial and residential construction;
•our ability to successfully implement our operating strategy;
•our ability to successfully identify, manage, and integrate acquisitions;
•governmental requirements and initiatives, including those related to mortgage
lending, financing or deductions, funding for public or infrastructure
construction, land usage, and environmental, health, and safety matters;
•seasonal and inclement weather conditions, which impede the installation of
ready-mixed concrete;
•the cyclical nature of, and changes in, the real estate and construction
markets, including pricing changes by our competitors;
•our ability to maintain favorable relationships with third parties who supply
us with equipment and essential supplies;
•our ability to retain key personnel and maintain satisfactory labor relations;
•disruptions, uncertainties or volatility in the credit markets that may limit
our, our suppliers' and our customers' access to capital;
•product liability, property damage, results of litigation, and other claims and
insurance coverage issues;
•our substantial indebtedness and the restrictions imposed on us by the terms of
our indebtedness;
•the effects of currency fluctuations on our results of operations and financial
condition;
•the length and severity of the COVID-19 pandemic;
•the pace of recovery following the COVID-19 pandemic;
•our ability to implement cost containment strategies; and
•the adverse effects of COVID-19 on our business, the economy and the markets we
serve.


For additional information regarding known material factors that could cause our
actual results to differ from our projected results, please see "Risk Factors"
in Item 1A of Part I of our 2019 10-K and "Risk Factors" in Item 1A of Part II
of our subsequent quarterly reports on Form 10-Q.
Readers are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof. We undertake no obligation to publicly
update or revise any forward-looking statements after the date they are made,
whether as a result of new information, future events or otherwise, except as
required by federal securities laws.

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