Condensed Consolidating Financial Information

3 Months Ended

Aug. 31, 2013

Condensed Consolidating Financial Information

On August 10, 2010, Texas Industries, Inc. (the parent company) issued $650 million aggregate principal amount of its 9.25% senior notes due 2020. All existing consolidated subsidiaries of the parent company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. There are no significant restrictions on the parent company’s ability to obtain funds from any of the guarantor subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a guarantor subsidiary’s ability to obtain funds from the parent company or its direct or indirect subsidiaries.

The following condensed consolidating balance sheets, statements of operations and statements of cash flows are provided for the parent company and guarantor subsidiaries. The information has been presented as if the parent company accounted for its ownership of the guarantor subsidiaries using the equity method of accounting. Prior period information has been reclassified to conform to the current period presentation.



In thousands	Texas Industries, Inc.			Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Condensed consolidating balance sheet at August 31, 2013 (unaudited)
Cash and cash equivalents	$	45,032		$	3,440	$	—		$	48,472
Receivables – net	—			142,032		—			142,032
Inventories	—			107,678		—			107,678
Deferred income taxes and prepaid expenses	361			26,358		(155		)	26,564
Total current assets	45,393			279,508		(155		)	324,746
Property, plant and equipment – net	—			1,211,056		—			1,211,056
Goodwill	—			40,575		—			40,575
Real estate and investments	415			29,647		—			30,062
Deferred income taxes and other charges	210,408			8,716		(199,765		)	19,359
Investment in subsidiaries	1,080,712			—		(1,080,712		)	—
Long-term intercompany receivables	152,616			18,742		(171,358		)	—
Total assets	$	1,489,544		$	1,588,244	$	(1,451,990	)	$	1,625,798
Accounts payable	$	(141	)	$	69,758	$	—		$	69,617
Accrued interest, compensation and other	11,347			38,349		(155		)	49,541
Current portion of long-term debt	—			1,911		—			1,911
Total current liabilities	11,206			110,018		(155		)	121,069
Long-term debt	650,245			7,204		—			657,449
Long-term intercompany payables	18,742			152,616		(171,358		)	—
Deferred income taxes and other credits	52,025			237,694		(199,765		)	89,954
Shareholders’ equity	757,326			1,080,712		(1,080,712		)	757,326
Total liabilities and shareholders’ equity	$	1,489,544		$	1,588,244	$	(1,451,990	)	$	1,625,798



In thousands	Texas Industries, Inc.		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Condensed consolidating balance sheet at May 31, 2013
Cash and cash equivalents	$	58,791	$	2,505	$	—		$	61,296
Receivables – net	—		126,922		—			126,922
Inventories	—		105,054		—			105,054
Deferred income taxes and prepaid expenses	615		26,834		(155		)	27,294
Discontinued operations held for sale	—		—		—			—
Total current assets	59,406		261,315		(155		)	320,566
Property, plant and equipment – net	—		1,226,396		—			1,226,396
Goodwill	—		40,575		—			40,575
Real estate and investments	1,080		28,391		—			29,471
Deferred income taxes and other charges	210,838		7,744		(199,765		)	18,817
Investment in subsidiaries	1,061,854		—		(1,061,854		)	—
Long-term intercompany receivables	167,778		18,743		(186,521		)	—
Total assets	$	1,500,956	$	1,583,164	$	(1,448,295	)	$	1,635,825
Accounts payable	$	46	$	69,015	$	—		$	69,061
Accrued interest, compensation and other	26,416		36,075		(155		)	62,336
Current portion of long-term debt	—		1,872		—			1,872
Total current liabilities	26,462		106,962		(155		)	133,269
Long-term debt	650,245		7,690		—			657,935
Long-term intercompany payables	18,743		167,778		(186,521		)	—
Deferred income taxes and other credits	52,042		238,880		(199,765		)	91,157
Shareholders’ equity	753,464		1,061,854		(1,061,854		)	753,464
Total liabilities and shareholders’ equity	$	1,500,956	$	1,583,164	$	(1,448,295	)	$	1,635,825



In thousands	Texas Industries, Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Condensed consolidating statement of comprehensive income for the three months ended August 31, 2012 (unaudited)
Net sales	$	—		$	174,523		$	—		$	174,523
Cost of products sold	—			159,323			—			159,323
Gross profit	—			15,200			—			15,200
Selling, general and administrative	2,354			15,203			—			17,557
Interest	16,988			—			(9,211		)	7,777
Other income, net	(23		)	(2,576		)	—			(2,599		)
Intercompany other income (loss)	(882		)	(8,329		)	9,211			—
Income (loss) from continuing operations before the following items	(18,437		)	10,902			—			(7,535		)
Income taxes (benefit)	67			(206		)	—			(139		)
Equity in earnings of subsidiaries	15,846			—			(15,846		)	—
Net income (loss) from continuing operations	(2,658		)	11,108			(15,846		)	(7,396		)
Net income (loss) from discontinued operations, net of tax	—			4,738			—			4,738
Net income (loss)	$	(2,658	)	$	15,846		$	(15,846	)	$	(2,658	)
Comprehensive Income (loss)	$	(2,658	)	$	16,214		$	(15,846	)	$	(2,290	)



In thousands	Texas Industries, Inc.			Guarantor Subsidiaries			Consolidating Adjustments		Consolidated
Condensed consolidating statement of cash flows for the three months ended August 31, 2013 (unaudited)
Net cash provided (used) by operating activities	$	(31,062	)	$	24,990		$	—	$	(6,072	)
Investing activities
Capital expenditures – expansions	—			(7,125		)	—		(7,125		)
Capital expenditures – other	—			(5,373		)	—		(5,373		)
Proceeds from asset disposals	—			4,319			—		4,319
Investments in life insurance contracts	934			—			—		934
Net cash provided (used) by investing activities	934			(8,179		)	—		(7,245		)
Financing activities
Debt payments	—			(447		)	—		(447		)
Stock option exercises	940			—			—		940
Net intercompany financing activities	15,429			(15,429		)	—		—
Net cash provided (used) by financing activities	16,369			(15,876		)	—		493
Increase (decrease) in cash and cash equivalents	(13,759		)	935			—		(12,824		)
Cash and cash equivalents at beginning of period	58,791			2,505			—		61,296
Cash and cash equivalents at end of period	$	45,032		$	3,440		$	—	$	48,472



In thousands	Texas Industries, Inc.			Guarantor Subsidiaries			Consolidating Adjustments		Consolidated
Condensed consolidating statement of cash flows for the three months ended August 31, 2012 (unaudited)
Net cash provided (used) by operating activities	$	(30,309	)	$	32,401		$	—	$	2,092
Investing activities
Capital expenditures – expansions	—			(28,114		)	—		(28,114		)
Capital expenditures – other	—			(4,496		)	—		(4,496		)
Proceeds from asset disposals	—			3,578			—		3,578
Investments in life insurance contracts	146			—			—		146
Other – net	—			(59		)	—		(59		)
Net cash provided (used) by investing activities	146			(29,091		)	—		(28,945		)
Financing activities
Debt payments	(4		)	(1,024		)	—		(1,028		)
Stock option exercises	725			—			—		725
Net intercompany financing activities	(2,277		)	2,277			—		—
Net cash provided (used) by financing activities	(1,556		)	1,253			—		(303		)
Increase (decrease) in cash and cash equivalents	(31,719		)	4,563			—		(27,156		)
Cash and cash equivalents at beginning of period	84,713			3,314			—		88,027
Cash and cash equivalents at end of period	$	52,994		$	7,877		$	—	$	60,871