Hanson Building Products Limited
(Exact name of registrant as specified in its charter)

Hanson House
14 Castle Hill
Maidenhead SL6 4JJ
United Kingdom
+44 (0) 1628 774 100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Plamen Jordanoff
Chief Executive Officer and President
Hanson Building Products Limited
300 East John Carpenter Freeway
Irving, Texas 75062
Telephone: (972) 653-5000
Facsimile: (972) 653-6185
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This is the initial public offering of the ordinary shares of Hanson Building Products Limited. All of our ordinary shares being offered are being sold by the Selling Shareholder, which is a wholly-owned subsidiary of HeidelbergCement AG. We are not selling any of our ordinary shares in this offering and we will not receive any proceeds from the sale of our ordinary shares by the Selling Shareholder.

After this offering, HeidelbergCement AG will own approximately % of our ordinary shares (or % if the underwriters exercise their option to purchase additional ordinary shares in full).

We currently expect the public offering price to be between $ and $ per ordinary share.

We intend to apply to have our ordinary shares listed on the New York Stock Exchange, or NYSE, under the symbol " ."

Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page 15 to read about factors you should consider before buying our ordinary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

To the extent that the underwriters sell more than ordinary shares, the underwriters have the option to purchase up to an additional ordinary shares from the Selling Shareholder at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment to purchasers on or about , 2014 through the book-entry facilities of The Depository Trust Company.

We have not, the Selling Shareholder has not, and the underwriters and their affiliates and agents have not, authorized any person to provide any information or represent anything about us other than what is contained in this prospectus. None of the information on our website referred to in this prospectus is incorporated by reference herein. We do not, the Selling Shareholder does not, and the underwriters and their affiliates and agents do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. We are not, the Selling Shareholder is not, and the underwriters and their affiliates and agents are not, making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our ordinary shares. Our business, financial condition, results of operations, cash flows and prospects may have changed since that date.

Until , 2014 (the 25th day after the date of this prospectus), all dealers that effect transactions in our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotments or subscriptions.

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies and reports by market research firms.

We have not independently verified market and industry data provided by any of these or any other third-party sources referred to in this prospectus, although we believe such market and industry data included in this prospectus is reliable. This information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in surveys of market size.

Management estimates are derived from the information and data referred to above, as well as our internal research, calculations and assumptions made by us based on our analysis of such information and data and our knowledge of our industry and markets, which we believe to be reasonable, although they have not been independently verified. While we believe that the market position information included in this prospectus is generally reliable, such information is inherently imprecise. Assumptions, expectations and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

The following is a summary of material information discussed in this prospectus. The summary is not complete and does not contain all of the information that you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, including the risks discussed under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision to purchase our ordinary shares. Some of the statements in this summary constitute forward-looking statements. See "Forward-Looking Statements."

Hanson Building Products Limited is a newly formed corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. HeidelbergCement holds all of the historical assets and liabilities related to the business that the Company will acquire. Except where the context otherwise requires or where otherwise indicated, (1) all references to the Selling Shareholder refer to HeidelbergCement BP Limited, which is a wholly-owned indirect subsidiary of HeidelbergCement, (2) all references to HeidelbergCement refer to HeidelbergCement AG and its direct and indirect wholly-owned subsidiaries, unless the context suggests that the term only means HeidelbergCement AG and (3) all references to Hanson Building Products, the "Company," "we," "us" and "our" refer to Hanson Building Products Limited. Unless otherwise indicated, the information described in this prospectus assumes the completion of the corporate separation transactions that we expect to consummate with HeidelbergCement as described in this prospectus under "Certain Relationships and Related Party Transactions" prior to or concurrently with the consummation of this offering. All amounts in this prospectus are expressed in U.S. dollars and the financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). References herein to the financial measures "EBITDA," "Adjusted EBITDA," "Adjusted EBITDA margin" and "Pro Forma Adjusted EBITDA" refer to financial measures that do not comply with U.S. GAAP. For a reconciliation of "EBITDA," "Adjusted EBITDA," "Adjusted EBITDA margin" and "Pro Forma Adjusted EBITDA" to the most directly comparable U.S. GAAP measures, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management."

This prospectus describes the businesses to be transferred to the Company by HeidelbergCement as if the transferred businesses were the Company's businesses for all historical periods described. Except as otherwise noted, references in this prospectus to the historical assets, liabilities, products or activities of the Company's business are intended to refer to the historical assets, liabilities, products or activities of the transferred business as the business was conducted as HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom prior to the separation.

Our Company

We are a leading multinational manufacturer of a diversified range of concrete and clay building products in the United States, Eastern Canada and the United Kingdom. Our primary products are concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks. Our products are used across a broad range of end markets, including residential construction, water and transportation infrastructure and non-residential construction applications. We have established a leading position in most of our products and end markets by leveraging our scale, engineering capabilities, manufacturing excellence, sales and distribution platforms and customer service both prior to and after a sale. Our business has been built through many years of organic expansion and acquisitions prior to its purchase by HeidelbergCement in 2007. With the end markets we serve now in various stages of cyclical recovery, as a new public company we believe we will be well-positioned to pursue profitable organic growth opportunities and selective strategic acquisitions at attractive points in the cycles of our markets. For the latest twelve-month period ended June 30, 2014, we generated net sales of $1,147.7 million, net loss of $246.4 million and Pro Forma Adjusted EBITDA of $104.3 million.

We operate in the following five business segments:

•: North America Gravity Pipe & Precast: We believe we are the largest manufacturer of concrete gravity pipe in North America and a leading manufacturer of precast concrete drainage products in the United States and Eastern Canada based on estimated manufacturing capacity. Gravity pipe is primarily used for storm water applications such as storm drains for roads and driveways, sanitary sewers, treatment plant piping and utility tunnels. Precast concrete drainage products include box culverts, utility boxes, manholes, drainage inlets and pipe end sections.
•: North America Pressure Pipe: We believe we are the largest manufacturer of concrete pressure pipe and one of the two largest manufacturers of pressure pipe in North America based on estimated manufacturing capacity. Our pressure pipe is used in water transmission and distribution lines, power plant cooling water lines, sewage force mains for wastewater and storm water handling and other diverse applications involving the movement of large volumes of water. Our pressure pipe is highly engineered, includes multi-material components and is built to order for technically demanding applications requiring various thresholds of pressure and loads.
•: North America Bricks: We believe we are one of the two largest clay brick manufacturers in North America based on estimated manufacturing capacity. Our bricks are used for exterior facades in residential and non-residential structures. We operate brick manufacturing facilities which are strategically located near raw material reserves and major brick consuming metropolitan areas in the United States and Eastern Canada.
•: U.K. Bricks & Blocks: We believe we are one of the two largest manufacturers of clay brick in the United Kingdom based on estimated manufacturing capacity. Our bricks are used for exterior facades in residential and non-residential structures. We also manufacture autoclaved aerated concrete blocks, known as aircrete blocks, aggregate blocks and specialized clay roofing products.
•: Other: This segment includes our precast flooring and other precast products business in the United Kingdom, our structural precast and roof tile businesses in North America and our concrete pavers and external wall insulation products businesses in the United Kingdom.

Our products are used by a wide variety of customers, including contractors, residential and non-residential building owners and developers, utility companies and governmental authorities, to whom we sell either directly or through our long-standing relationships with independent distributors. No single customer accounted for 10% or more of our net sales in 2013.

As of June 30, 2014, we have an extensive network of 107 manufacturing plants and eleven distribution facilities strategically located throughout the United States, Eastern Canada and the United Kingdom. Our facilities are generally in or near metropolitan areas, many of which we believe have attractive potential for economic growth based on population trends, increasing business activity, above-average employment growth and significant needs for water and transportation infrastructure development. The geographic footprints within which it is economically viable to ship our products from our manufacturing facilities depend on our products' respective value-to-weight ratios and freight costs. Our local market knowledge and strategically placed locations minimize shipping and freight costs while maintaining a high degree of local market expertise.

Our Shareholder

HeidelbergCement is one of the world's largest building materials companies and operates on five continents. HeidelbergCement's products are used for the construction of houses, infrastructure and commercial and industrial facilities, thus meeting the demands of a growing world population for housing, mobility and economic development.

HeidelbergCement's core activities include the manufacturing and distribution of cement and aggregates, the two essential raw materials for the manufacture of concrete. Its product range is complemented by downstream activities, such as ready-mixed concrete, concrete products and concrete elements; in some countries, asphalt and building products, such as bricks and roof tiles, lime, or sand-lime bricks, are also manufactured. Furthermore, HeidelbergCement offers services such as worldwide trading in cement and coal by sea.

HeidelbergCement's shares are listed for trading on the Prime Standard stock market segment of the Frankfurt Stock Exchange and on the Regulated Market of the Stuttgart, Dusseldorf and Munich stock exchanges. HeidelbergCement's shares are included within the German benchmark index DAX, making HeidelbergCement the only company in the construction and building materials industry to be recognized as one of the 30 largest listed companies in Germany.

Our Industry

Core Product Categories

Gravity Pipe and Precast

Gravity pipe is primarily used for storm water applications such as storm drains for roads and driveways, sanitary sewers, treatment plant piping and utility tunnels. Demand for our gravity pipe products is largely driven by residential construction, water drainage infrastructure spending and the repair and replacement of aging storm water management infrastructure.

Gravity pipe can be manufactured from several materials, including concrete, iron, steel and plastic. Freedonia estimates that U.S. and Eastern Canada demand for concrete gravity pipe will increase at a compound annual growth rate ("CAGR") of 7.8% from 2013 to 2018 to $1.6 billion, primarily driven by the recovery of general economic and construction activity, as well as the need to repair and upgrade aging and obsolete sewer, drain and water distribution networks.

According to Freedonia, drainage and sewage applications, which accounted for 90% of U.S. large diameter gravity pipe demand in 2013, are expected to remain the dominant applications for concrete gravity pipe through 2018, with sales projected to increase at a CAGR of 6.4%. Additionally, Freedonia expects concrete gravity pipe to grow relative to other materials due in part to the adoption of the most recent U.S. federal highway bill. This bill no longer requires states to include alternative materials such as plastic pipe in their specifications, but instead leaves responsibility for pipe selection criteria to state engineers, who historically have relied on concrete gravity pipe for highway projects.

Pressure Pipe

Our concrete and steel pressure pipe is engineered for a variety of lengths and diameters and is used for high-to-low-pressure applications, including water transmission and distribution lines, in the United States and Eastern Canada. According to Freedonia, water transmission accounts for approximately 75% of the total U.S. demand for pressure pipe and current demand has reached near pre-recession levels. Further growth in demand for new water pipelines is expected to be driven by increased municipal spending on water infrastructure and a recovery in housing starts.

Freedonia estimates that the large diameter concrete and steel pressure pipe market in the United States and Eastern Canada was $609 million in 2013 and that this market will grow at a CAGR of 6.6% from 2013 to 2018. It is expected that concrete pressure pipe will grow at a CAGR of 7.0% during this period as contractors increasingly utilize more proven material types, such as concrete and steel pressure pipe.

Brick

Based on Freedonia estimates, demand for bricks in the United States and Eastern Canada is projected to expand at a CAGR of 10.6% from 2013 to 2018 to $2.1 billion. The residential market is expected to see increasing gains in demand through 2018, supported by a rebounding new housing market.

According to Freedonia, demand for bricks in the United Kingdom is expected to grow at a CAGR of 6.1% from 2013 to 2018 to $714 million, driven by continued growth in the U.K. residential market. We believe the dollar value of this growth will be significantly higher than that projected by Freedonia due to price increases experienced in the U.K. brick market in 2014. We also believe that a rebound in total new housing starts, which is forecasted by the Construction Products Association to grow at a CAGR of 7.1% from 2013 to 2018, will contribute to brick demand growth in the U.K. residential market. The U.K. residential market is projected to grow faster than the non-residential market.

Core End Markets

Demand for our products is dependent on key end-market drivers, such as residential construction, water and transportation infrastructure and non-residential construction in the United States, Eastern Canada and the United Kingdom.

Residential Construction (estimated to be approximately one-half of our Total Net Sales)

We currently generate net sales from the U.S., Eastern Canada and the U.K. residential construction markets. U.S. residential new construction has begun to recover since reaching historical lows during the recent economic recession. According to the U.S. Census Bureau, total new housing starts peaked in 2005 at approximately 2.1 million units and subsequently declined to approximately 0.5 million units in 2009. Although total new housing starts grew at a CAGR of 16.4% from 2010 to 2013, current levels remain substantially below the long-term average of 1.5 million units since the U.S. Census Bureau began reporting the data in 1950. According to the National Association of Homebuilders, total new housing starts in the United States are expected to increase to approximately 1.0 million units, or 6.6%, in 2014, with further increases to approximately 1.2 million units, or 26.2%, in 2015 and approximately 1.5 million units, or 23.8%, in 2016. According to the Construction Products Association, U.K. total new housing starts are expected to grow at a CAGR of 7.1% from 2013 to 2018.

Infrastructure (estimated to be approximately one-third of our Total Net Sales)

We currently generate net sales from the U.S., Eastern Canada and the U.K. infrastructure markets, although a majority of these net sales are generated in the United States. The main drivers of our products in the infrastructure market include the construction of storm water drainage, water transmission to municipalities and streets and highways. The aging infrastructure in the United States is expected to require repair or replacement in the coming years. The U.S. road network consists of approximately four million miles of public roads and highways and sewer mains which, in each case, were primarily constructed more than 50 years ago. The American Society of Civil Engineers, or ASCE, gave the overall U.S. infrastructure a D+ grade in its recent 2013 report card and estimates that $298 billion is needed over the next 20 years to replace and upgrade the existing wastewater infrastructure in the United States. Citing the 2008 Clean Watersheds Needs Survey, the ASCE report states that $64 billion is needed to address combined sewer overflows and storm water management over this 20-year period. Additionally, McGraw-Hill estimates that total U.S. spending on streets and highways will grow at a CAGR of 9.3% from 2014 to 2018.

U.S. water line infrastructure spending in 2013 was only 45% of the U.S. Environmental Protection Agency ("EPA") forecasted spending need. This represents a five-year low of actual spending relative to the EPA forecasted spending need and we believe there is significant pent-up demand. McGraw-Hill also estimates that U.S. water supply systems spending will grow at a CAGR of 7.2% from 2014 to 2018.

Non-Residential Construction (estimated to be approximately one-sixth of our Total Net Sales)

We currently generate net sales from the U.S., Eastern Canada and the U.K. non-residential construction markets, although a majority of these sales are generated in the United States. McGraw-Hill is forecasting U.S. non-residential construction, consisting of commercial, industrial and institutional construction, to grow at a CAGR of 12.5% from 2013 to 2016. Additionally, the American Institute of Architects' survey tracking billing activity for the industrial, non-residential and institutional sectors indicates that these building construction markets continue to recover.

Our Strengths

Market Leading Positions Across Products and Geographies. We believe we are the largest manufacturer in many of the markets in which we operate based on estimated manufacturing capacity. We believe we are the largest manufacturer of concrete gravity pipe and the largest manufacturer of concrete pressure pipe in North America. We believe we are one of the two largest brick manufacturers in North America based on estimated manufacturing capacity. We believe we are the second largest manufacturer of brick in the United Kingdom and the largest brick manufacturer in Eastern Canada. We are the only U.S. pressure pipe manufacturer with a full line of prestressed concrete, steel and bar-wrapped pressure pipe for water transmission and distribution applications. Our extensive footprint of 89 manufacturing facilities in North America and 18 manufacturing facilities in the United Kingdom provides us with a scale advantage relative to many of our competitors.

Several of our products require significant technical expertise and customer interaction and we believe our expertise and field service throughout the product life cycle are distinct competitive advantages. Several of our products are also highly differentiated in the marketplace. As the only manufacturer of the iconic Fletton, or London, brick in the United Kingdom, we are uniquely positioned to benefit when homeowners remodel or extend their London brick built homes.

Diversified Products, Geographies, End Markets and Customers. We are strategically diversified across a broader range of products, geographies, end markets and customers than most other building products companies. As a result, our products are subject to varied drivers of demand, with demand for gravity pipe primarily dependent on the storm water drainage needs from road infrastructure and residential spending, pressure pipe primarily dependent on water transmission and distribution development and bricks primarily dependent on new residential construction and residential remodeling. We are also diversified across various regions in the United States, Eastern Canada and the United Kingdom, whose economies are each affected by distinct drivers of regional demand. In 2013, we sold at least one of our products in nearly every state in the United States and maintain a strong presence in the southeastern United States, including the Texas and Florida markets, which we believe exhibit strong population growth and demand for building products. In Texas, we offer a comprehensive line of gravity pipe, pressure pipe and brick products.

The population of Texas has grown significantly and is expected to continue to grow despite severe drought conditions. We believe population growth and increasing water requirements will drive continued investment in the state's water infrastructure to bring additional water supplies to population centers. Based on estimated manufacturing capacity, we believe we are the largest manufacturer of large diameter pressure pipe in Texas, where we supply prestressed concrete cylinder pressure pipe, spiral-welded steel pressure pipe and bar-wrapped concrete pressure pipe. Our management believes

that Texas is the largest pressure pipe market in the United States. We have recently invested in pressure pipe capacity expansion at our Grand Prairie, Texas plant to maintain our leading market position in the state. Our management believes that Texas is also the largest concrete gravity pipe market in the United States and we expect Texas's expanding economy and strong population trends to continue to drive growth in the gravity pipe market. We believe we are the largest manufacturer of concrete gravity pipe and precast concrete drainage products in Texas based on estimated manufacturing capacity. Our broad manufacturing footprint and strong customer relationships position us well to capitalize on the continued growth in this market.

Attractive End Markets in Various Stages of Cyclical Recovery. Our products are used across several end markets, including residential construction, infrastructure and non-residential construction. While these markets operate on different cycles, we believe they are all in various early stages of a cyclical recovery. According to the National Association of Homebuilders, residential total new housing starts in the United States are expected to increase to 1.2 million units, or an increase of 26.2%, from 2014 to 2015. Total new housing starts in the United Kingdom are expected to grow at a CAGR of 7.1% from 2013 to 2018 according to the Construction Products Association. Since both new residential development and municipal water infrastructure upgrades and replacements were impacted by the recent economic recession, we believe there is significant pent-up demand for new residential development and municipal water infrastructure. Additionally, McGraw-Hill is forecasting U.S. non-residential construction to grow at a CAGR of 10.5% from 2013 to 2017.

Significant Operating Leverage. In the recent economic downturn, we reduced our fixed costs, which we believe will provide for significant operating leverage as demand for our products increases. Since 2007, we have closed 70 plants and disposed of two businesses. In addition, since 2007, we have significantly restructured and re-sized our workforce and overhead. We estimate these actions have generated fixed cost savings of more than $189 million annually. Our gravity pipe, pressure pipe and brick businesses exhibit relatively high fixed costs and we expect to achieve significant margin improvement as volumes grow. In North America, our businesses are operating at capacities well below historical norms, and as demand increases, we expect to see further significant improvement in our margins. In the United Kingdom, after curtailing capacity and experiencing a rebound in demand, we are currently operating at capacity utilization levels similar to 2007. As a result, our operating margins in the United Kingdom have rebounded to near 2007 levels in 2014.

Experienced Senior Management Team with a Successful Operating Track Record. Our senior management team has extensive industry and operational experience and has been instrumental in developing a strategy to position our Company for growth. Our ten person senior management team has an average of 18 years of experience in the building products industry and an average of 13 years experience with the Company or its predecessors. Our CEO and President, Plamen Jordanoff, joined Hanson PLC in January 2004 and has 12 years of industry experience. Our CFO, Mark Conte, joined Hanson PLC in July 2000 and has 18 years of industry experience. Team members have led or supported 31 M&A transactions over the past 12 years specifically related to the development of Hanson Building Products. We believe the proven abilities of our senior management team will allow us to actively manage a diverse portfolio of businesses across various geographies and economic cycles.

Our Strategy

Pursue Organic Growth Opportunities as an Independent Company. As a public company, we will be able to pursue our own distinct operating priorities and strategies, including pursuing new organic growth opportunities designed to increase net sales and profitability. For example, we are significantly increasing our capacity for steel pressure pipe at our Grand Prairie, Texas plant to secure significant new business in steel pressure pipe. We are evaluating adding brick manufacturing capacity in the United Kingdom as this market is constrained and current demand exceeds domestic supply. We also

expect to continue to selectively enter new geographies in our pressure pipe and gravity pipe and precast businesses, leveraging our sales and distribution platforms, engineering capabilities and existing customer relationships. As a public company, we also expect to improve performance through greater cost efficiencies. For example, we expect to benefit in the areas of raw material purchasing, information technology systems and hedging practices.

Pursue Attractive Acquisitions Across Selected Markets. Throughout our history, we have successfully used acquisitions and joint venture arrangements to capitalize on opportunities that enhance our operations and business lines. We will have a greater opportunity to pursue this strategy as a public company. Prior to the purchase by HeidelbergCement, between 2003 and 2007, we acquired and integrated 31 businesses into Hanson Building Products. We intend to selectively pursue acquisitions of businesses that we believe are a complementary geographical or product offering fit with our existing operations and that provide an opportunity to generate attractive returns. We believe there are numerous current acquisition opportunities and significant synergies will be available upon acquisition. Additionally, we believe there are opportunities for joint ventures offering efficiencies while involving low capital requirements. For example, our pipe and precast joint venture with Americast, Inc. that began in 2012 has resulted in significant efficiencies.

Capitalize on Growth In Our Primary End Markets. We believe we are well positioned to take advantage of renewed growth and recovery in the residential, infrastructure and non-residential construction markets in the United States, Eastern Canada and the United Kingdom. According to Freedonia, demand for concrete gravity pipe in the United States and Eastern Canada is expected to grow at a CAGR of 7.8% from 2013 to 2018. According to the American Waterworks Association, required investment in drinking water infrastructure in the United States is expected to total more than $1 trillion in the next 25 years. According to Freedonia, sales of large diameter concrete and steel pressure pipe in the United States and Eastern Canada are expected to increase at a CAGR of 6.6% from 2013 to 2018 driven by rebounding construction expenditures, particularly in water and sewer applications. According to Freedonia, the U.S. and Eastern Canada demand for brick is projected to expand at a CAGR of 10.6% from 2013 to 2018, with bricks continuing to draw homeowner appeal for their look, durability and fire resistance. U.K. demand for brick is expected to benefit from the current shortage of housing in the United Kingdom as well as continued remodeling of existing structures built with Fletton brick.

Continued Focus on Maximizing Our Operating Leverage and Improving Our Cost Structure. We are actively engaged in continuous improvement in our operating segments. In 2013, our Adjusted EBITDA improved by 100.1% despite a 4.5% decline in net sales largely as a result of efficiency improvements and improved operating leverage in certain of our segments. We anticipate that as our markets continue to recover we will benefit from our operating leverage and focus on operating efficiency. While we have reduced our manufacturing capacity during the past several years, we have retained the flexibility to restore certain idled lines, facilities and manufacturing shifts in order to increase our production as market conditions improve. This incremental capacity can be selectively restarted, providing us with the ability to match increasing levels of customer demand as our markets improve, without the need for significant capital investment.

Corporate Separation Transactions

The Company was incorporated on August 14, 2014 for the purpose of effecting this offering and holds no material assets and does not engage in any operations. Currently, we are a wholly-owned subsidiary of HeidelbergCement BP Limited, which is a wholly-owned subsidiary of HeidelbergCement. HeidelbergCement holds all of the historical assets and liabilities related to its building products business in the United States, Eastern Canada and the United Kingdom that we will acquire. Prior to or concurrently with the completion of this offering, we and HeidelbergCement will enter into an

agreement that provides for the separation of our business from HeidelbergCement and into the Company.

Historically, HeidelbergCement has provided and, following our separation, will continue to provide significant corporate and shared services functions to us. The terms of these services and amounts to be paid by us to HeidelbergCement will be provided in the transitional services agreement. In addition to the costs for these services, we may incur other corporate and operational costs, which may be greater than historically allocated levels, to replace some of these services or for additional services relating to our being a public company, including those related to the reporting and compliance obligations as a public company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

In addition to the foregoing agreements, we and HeidelbergCement will enter into various other agreements relating to the relationship between the Company and HeidelbergCement following this offering, including a cement supply agreement, tax matters agreement, tax receivable agreement, employee matters agreement and shareholders agreement. See "Certain Relationships and Related Party Transactions."

Prior to the completion of this offering, we expect to enter into a new credit facility and incur indebtedness thereunder. See "Description of Certain Indebtedness."

Upon completion of this offering, we will be a public company and HeidelbergCement will own approximately % of our outstanding ordinary shares, or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full.

Risks Affecting Our Business

Our business is subject to numerous risks and uncertainties, including, but not limited to, those arising from the following:

•: demand for our products is closely related to construction activity in the United States, Eastern Canada and the United Kingdom and such demand is cyclical;
•: our business is partly based on government-funded infrastructure projects and building activities;
•: the lack of a multiyear U.S. federal funding and authorization bill could cause U.S. states to spend less on infrastructure;
•: competition from substitutes for our products and the development of new construction techniques and new materials;
•: competition generally;
•: fluctuations in the prices of certain of our products;
•: increases in the cost of raw materials and energy or raw material shortages;
•: environmental regulations may limit the supply of fly ash;
•: our ability to successfully implement expansion plans and other strategic initiatives;
•: the failure of a joint venture partner to fulfill its obligations;
•: changes in environmental, health and safety laws and regulations;
•: reclamation obligations in connection with clay pits;
•: our lack of long-term contracts with our customers;

•: changes to the U.K. Parliament in 2015 may result in changes in the government housing incentive programs that support our U.K. businesses;
•: a tightening of mortgage lending or mortgage financing requirements or other reductions in the availability of credit to consumers;
•: our U.K. brick business may be affected by competition from imported bricks;
•: adverse developments in the U.K., Texas and Eastern Canada construction markets as we conduct a significant portion of our business in these markets;
•: a material disruption at one of our manufacturing facilities or at one of our suppliers' facilities;
•: labor disruptions or cost increases;
•: delays in construction projects;
•: significant changes in the cost and availability of transportation; and
•: demographic and government policy changes in Eastern Canada that may result in increased construction of medium- and high-density housing.

We are also subject to numerous risks relating to:

•: the debt obligations we will have after this offering, which could adversely affect our business and our ability to meet our obligations or could restrict the manner in which we operate or return cash to shareholders;
•: our relationship with HeidelbergCement after this offering, including the risk that our historical financial information as a division of HeidelbergCement may not be representative of our results as an independent public company; and
•: this offering and ownership of our ordinary shares, including the risk that a trading market for our ordinary shares may never develop following this offering and our ordinary share prices may be volatile and could decline substantially following this offering.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading entitled "Risk Factors" beginning on page 15 of this prospectus prior to making an investment in our ordinary shares. These risks, together with the other risks identified under "Risk Factors," could prevent us from successfully executing our strategies and could result in a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Principal Executive Offices

Hanson Building Products Limited, a corporation established under the laws of Jersey, Channel Islands, was incorporated on August 14, 2014. Upon completion of the corporate separation transactions described in this prospectus, we will own HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom. Our principal executive offices are located at Hanson House, 14 Castle Hill, Maidenhead SL6 4JJ, United Kingdom and our telephone number at this address is +44 (0) 1628 774 100. We maintain a website at . Information on or accessible through our website is not a part of, and is not incorporated into, this prospectus or the registration statement of which it forms a part.

THE OFFERING


Ordinary shares offered by the Selling Shareholder		shares (or shares if the underwriters exercise their option to purchase additional ordinary shares in full).
Ordinary shares outstanding after this offering		shares.
Use of proceeds		We will not receive any proceeds from the sale of our ordinary shares by the Selling Shareholder, including any proceeds that the Selling Shareholder may receive from the exercise by the underwriters of their option to purchase additional ordinary shares from the Selling Shareholder. See "Use of Proceeds."
Dividend policy		We have no present intention to pay cash dividends on our ordinary shares. Any determination to pay dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant. See "Dividend Policy."
Risk factors		You should carefully read and consider the information set forth under "Risk Factors" beginning on page 15, together with all of the other information set forth in this prospectus, before deciding to invest in our ordinary shares.
Proposed NYSE symbol		We intend to apply to list our ordinary shares on the NYSE under the symbol " ."

Unless we indicate otherwise, all information contained in this prospectus:

•: assumes an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus;
•: assumes no exercise by the underwriters of their option to purchase up to additional ordinary shares from the Selling Shareholder; and
•: assumes the completion of the corporate separation transactions as described in "Certain Relationships and Related Party Transactions."

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following summary combined predecessor financial information should be read in conjunction with our audited and unaudited combined predecessor financial statements and the notes thereto appearing elsewhere in this prospectus, as well as "Capitalization," "Selected Financial Data," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions" and "Description of Certain Indebtedness," and the other financial information included elsewhere in this prospectus.

The Company was formed on August 14, 2014 and has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Therefore, we believe that a presentation of the historical results of the Company would not be meaningful. Accordingly, the following presents the historical financial information for HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom. HeidelbergCement holds all of the historical assets and liabilities related to the business that the Company will acquire.

The financial statements included in this prospectus may not necessarily reflect our financial position, results of operations and cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, the historical results should not be relied upon as an indicator of our future performance.

The summary combined predecessor statement of operations data and the summary combined predecessor statement of cash flows data for the years ended December 31, 2013, 2012 and 2011 and the summary combined predecessor balance sheet data as of December 31, 2013 and 2012 have been derived from our audited combined predecessor financial statements, which are included elsewhere in this prospectus. The summary combined predecessor statement of operations data for the years ended December 31, 2010 and 2009, and the summary combined predecessor balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from unaudited combined predecessor financial information not included in this prospectus.

The summary combined predecessor statement of operations data and the summary combined predecessor statement of cash flows data for the six months ended June 30, 2014 and 2013 and the summary combined predecessor balance sheet data as of June 30, 2014 are derived from our unaudited combined predecessor financial statements, which are included elsewhere in this prospectus. We prepared our unaudited combined predecessor financial statements on the same basis as our audited combined predecessor financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary to present fairly our predecessor's financial position and results of operations for the unaudited periods. Operating results for the six-month periods are not necessarily indicative of results for a full financial year, or any other periods, including future periods.

Our historical combined predecessor financial statements have been prepared on a stand-alone basis in accordance with U.S. GAAP and are derived from HeidelbergCement's consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributed to HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom, and include allocations of expenses from HeidelbergCement. Our predecessor's historical results are not necessarily indicative of our results in any future period.

The summary unaudited pro forma combined financial information consists of unaudited pro forma combined statement of operations data for the six months ended June 30, 2014 and for the year ended December 31, 2013 and unaudited pro forma combined balance sheet data as of June 30, 2014. The unaudited pro forma combined financial information has been derived by application of pro forma adjustments to our historical combined predecessor financial statements included elsewhere in this prospectus.

The summary unaudited pro forma combined financial information assumes the retention of certain assets and liabilities by HeidelbergCement, the incurrence of indebtedness under our new credit facility (and related issuance costs) to be entered into prior to, or concurrently with, this offering, the corporate separation transactions as described in "Certain Relationships and Related Party Transactions" and the completion of this offering.

The summary unaudited pro forma combined financial information is presented for illustrative purposes only and does not purport to represent what our combined income statement and combined statement of financial position would have been if the relevant transactions had occurred on the dates indicated. The unaudited pro forma combined financial information is not intended to project our consolidated results of operations or consolidated financial position for any future period or date.

	Six months ended June 30,				Year Ended December 31,

						Historical
	Pro forma 2014	Historical 2014			Pro forma 2013	Historical
	Pro forma 2014	Historical 2014			Pro forma 2013	2013			2012			2011			2010			2009
	(In thousands)
Statement of Operations Data:
Net sales	$	$	597,347		$	$	1,124,363		$	1,177,621		$	1,221,007		$	1,181,212		$	1,296,362
Cost of good sold			505,892				984,695			1,060,668			1,097,410			1,056,870			1,192,288


Gross profit			91,455				139,668			116,953			123,597			124,342			104,074




Selling, general and administrative expenses	$	$	(76,309	)	$	$	(137,635	)	$	(153,760	)	$	(158,270	)	$	(174,331	)	$	(197,100	)
Income (loss) from operations			20,352				(249,898	)		(36,641	)		(52,510	)		(65,913	)		(2,110,699	)
Net income (loss)			14,929				(252,711	)		(59,209	)		(58,101	)		(97,848	)		(2,236,159	)

	As of June 30,			As of December 31,

	Pro forma 2014	Historical 2014		2013		2012		2011		2010		2009
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	$	28,997	$	22,821	$	21,960	$	25,568	$	3,779	$	22,723
Trade receivables, net			211,072		167,893		179,694		186,786		204,107		201,998
Inventories, net			237,654		205,342		226,967		239,447		270,430		300,112
Property, plant and equipment, net			722,854		735,351		788,105		878,026		934,557		1,028,341
Total assets			1,415,409		1,345,197		1,697,367		1,836,914		1,965,025		2,148,044
Total liabilities			335,351		296,369		312,123		315,492		295,483		302,882
Total parent company net investment			1,080,058		1,048,828		1,385,244		1,521,423		1,669,555		1,845,163

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(In thousands)
Statement of Cash Flows Data:
Net cash provided by (used in) operating activities	$	(2,906	)	$	5,687		$	67,466		$	27,732		$	92,307
Net cash provided by (used in) investing activities		(2,273	)		3,550			11,047			68,131			13,433
Net cash provided by (used in) financing activities		10,500			(535	)		(78,125	)		(100,538	)		(82,452	)

				Year ended December 31,

	Latest twelve months ended June 30, 2014			Year ended December 31,
	Latest twelve months ended June 30, 2014			2013			2012			2011
	(unaudited)
	(In thousands, except percentages)
Other Financial Data:
Pro Forma Adjusted EBITDA⁽¹⁾⁽²⁾	$	104,340		$	89,511		$	75,118		$	91,296
Pro Forma Adjusted EBITDA margin⁽¹⁾		9.1	%		8.0	%		6.4	%		7.5	%

(1): Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are non-GAAP measures. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management".
(2): Adjusted EBITDA for the six months ended June 30, 2014 and 2013 were $51.4 million and $39.4 million, respectively, and for the years ended December 31, 2013, 2012 and 2011 were $65.9 million, $32.9 million and $41.2 million, respectively. Adjusted EBITDA is a non-GAAP measure. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management".

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the combined predecessor financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. The trading price of our ordinary shares could decline due to any of these risks, and as a result, you may lose all or part of your investment in our ordinary shares.

Demand for our products is closely related to construction activity, particularly residential construction and renovation, infrastructure and non-residential construction, all of which are cyclical.

Historically, demand for our products has been closely correlated with residential construction and renovation activities and non-residential construction activity in the United States, Eastern Canada and the United Kingdom as well as spending on infrastructure construction in the United States and Eastern Canada. The level of residential construction and renovation activity is influenced by mortgage availability, interest rates, employment levels, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices, rental prices, housing inventory levels, consumer confidence, seasonal weather factors, government policy and incentives and other general economic factors. Non-residential construction activity is primarily driven by business investment, availability of credit, interest rates and general economic factors. Spending on infrastructure depends on the availability of public funds, which is influenced by various factors, including the level of public debt, interest rates, anticipated tax revenues and the political climate. Certain regions or states require (or possess the means to finance) only a limited number of large infrastructure projects, meaning that periods of high demand may be followed by years of lower demand.

In 2008, residential construction and renovation activities and non-residential construction activity in the United States dipped to historically low levels with only modest gains incurred since that time. As a result, demand for many of our products in the United States has been weak and may fail to reach previous levels. There is significant uncertainty regarding the timing and extent of the current recovery in the United States and resulting product demand levels. The residential and non-residential construction markets in Canada also suffered and Eastern Canada, a key market of ours, has not yet begun to recover. The residential housing market in the United Kingdom, a primary source of demand for our United Kingdom businesses, was also significantly affected by the 2008 financial crisis and despite recent improvements in home building and construction, is still well below peak levels.

Our growth prospects depend, to a significant extent, on the degree to which conditions in the residential construction, infrastructure and non-residential construction markets continue to improve in the future. We cannot control the foregoing, and as a result, our results of operations may vary materially in response to market conditions and changes in the supply and demand for our products. We may incur losses during global, national, regional or local cyclical downturns in our markets. As a result of any possible future cyclical downturns, the price of our ordinary shares may decline, and you may lose a portion of, or all, of your investment.

Our business is partly based on government-funded infrastructure projects and building activities, the reduction or altered allocation of which could have a negative impact on our net sales and results of operations.

Governments' policies relating to infrastructure projects, public sector construction and housing have a significant effect on demand for our products and, as a result, on our results of operations. For

example, we estimate that approximately 40% to 50% of our net sales in the United States are generated through infrastructure projects, many of which are dependent on government funding. Reductions in governmental funding for infrastructure projects or the allocation of such funds to areas in which we maintain a lower market share, as well as reductions of existing tax incentives, could reduce the amount of public funds available for spending on our products, therefore potentially reducing sales and profits.

Our future net sales will also depend in part on current or expected subsidies, including those that are part of public economic stimulus plans in the building industry contemplated or already being implemented in the United States, Eastern Canada and the United Kingdom. If the subsidies are reduced, delayed or not utilized, the demand for our building materials would be lower than anticipated. The expiration of the Canadian government stimulus package in early 2012, for example, had an adverse impact on the net sales and results of operations of our Canadian operations. Downward changes in government spending policies and subsidy programs benefiting the building industry could have a material adverse effect on our business, financial condition and results of operations.

Lack of a multiyear U.S. federal funding and authorization bill could cause U.S. states to spend less on infrastructure, which may negatively affect our net sales.

In the United States, federal and state government funding for infrastructure projects is usually accomplished through multiyear funding and authorization bills known as highway bills. The current authorization bill, the Moving Ahead for Progress in the 21st Century Act, or MAP-21, was originally scheduled to expire on September 30, 2014. In July 2014, the U.S. Congress passed a bill, the Highway and Transportation Funding Act of 2014, which is intended to maintain the U.S. federal infrastructure funding system's solvency through May 31, 2015. It is not known when the U.S. Congress will adopt the next multiyear funding and authorization bill. In addition, the U.S. Congress could pass legislation in future sessions that would divert funds previously allocated to infrastructure projects to other purposes or would restrict funding for infrastructure projects unless states comply with certain federal policies. These actions may result in state departments of transportation failing to undertake large multiyear infrastructure projects, which could, in turn, negatively affect our net sales.

Increasing market share of substitutes for our products and the development of new construction techniques and materials could have a material adverse effect on us.

Various building products can be used as substitutes for many of our products. For example, storm water pipe can be manufactured from concrete, steel, high-density polyethylene (HDPE), polypropylene (PP) or polyvinyl chloride (PVC). The market share of HDPE and PP pipe, which competes with gravity pipe and pressure pipe for certain applications, has increased in recent years. Our bricks compete with other materials that can be used for the cladding of a house or non-residential building such as vinyl, fiber cement, plasters, wood, stucco, natural stone and glass. Sales of our Fletton brick, which we sell in the United Kingdom and of which we are the sole manufacturer, will likely decline further over the long term because this type of brick is rarely used for new construction and as a result, the number of Fletton-clad buildings that are available for remodelling or extension is slowly declining. In addition, our position as the sole manufacturer of Fletton brick has been challenged in the past, and may be challenged again in the future, by other manufacturers attempting to replicate this product. Our aggregate blocks and aircrete blocks manufactured in the United Kingdom compete with wood as the structural element of residential homes. New construction techniques and materials developed in the future could further decrease the demand and prices for our products, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, governments have provided in the past, and may continue to provide in the future, incentives that support products with which we compete and which may correspondingly reduce demand for our products.

If we cannot effectively compete in our markets, our business, financial condition and operating results may be materially and adversely affected.

We face significant competition from local, regional and national building product manufacturers, including privately-owned single-site enterprises. Competition among manufacturers is based in large part on price, as well as service, quality, range of products and product availability. Competition in certain of our product segments, such as the brick market in the United States, is also based, in part, on styles and trends, which we may not accurately forecast. Our competitors may foresee the course of market development more accurately than we do, provide superior service, sell preferable products, possess the ability to manufacture or supply similar products and services at a lower cost, develop a more comprehensive product portfolio, establish stronger relationships with customers and distributors, adapt more quickly to new technologies or evolving customer requirements, manage customer relationships during product shortages more effectively, build a superior sales and distribution network or obtain access to financing on more favorable terms than we may obtain. As a result, we may not be able to compete successfully.

At times, the price for any one or more of the products we manufacture may fall below our manufacturing costs, requiring us to either incur losses on product sales or cease manufacturing at one or more of our manufacturing facilities. This occurred, for example, following the recession during 2009 and 2010 and forced us to undertake significant cost-cutting measures, including reductions in headcount and product and capacity rationalization, to curb losses.

Actions of our competitors, including restoring idled facilities or developing additional manufacturing capacity, competition from imported products or the entry of new competitors into our markets, particularly in product segments where the barriers to entry are relatively low, could lead to lower pricing by us in an effort to maintain our customer base and may result in lower net sales and harm our results of operations.

Certain of our products are widely available from other manufacturers or distributors and fluctuations in the prices of these products could affect our operating results.

Certain of our products, including gravity pipe, brick, aircrete blocks, aggregate blocks and roof tiles, are volume manufacturing products that are widely available from other manufacturers or distributors, with prices and volumes determined frequently based on participants' perceptions of short-term supply and demand factors. A shortage of capacity or excess capacity in the industry can result in significant increases or declines in the market prices for these products, often within a short period of time. Prices of these products may also change as a result of global, national, regional or local economic conditions, fluctuations in energy, labor and freight costs and competition (including imports, for example, from Mexico into the southern United States or from Continental Europe into the southeastern United Kingdom).

We generally attempt to pass increases in the cost of raw materials, energy, labor and freight onto our customers, but pricing pressure from our competitors or the market power of our customers may limit our ability to pass on such price increases. Low market prices for our products over a sustained period can adversely affect our financial condition and operating results.

Increases in the cost of raw materials and energy may adversely affect our operating results. Furthermore, raw material shortages could affect our business, financial condition and results of operations.

We purchase raw materials, including steel and cement, and energy supplies, including natural gas and electricity, for use in the manufacturing, distribution and sale of our products. Prices for raw materials and energy have been volatile in recent years. Factors such as adverse weather conditions, including hurricanes, and other disasters may disrupt raw material and fuel supplies and increase our costs. In addition, many raw material suppliers decreased manufacturing capacity during the recent

economic recession. The decrease in manufacturing capacity along with strengthening global demand for certain raw materials has, from time to time, caused and may continue to cause tighter supply and significant price increases. There may be substantial increases in the price of raw materials or energy in the future, which may be pronounced if there are dislocations in the related markets because of political instability or other unforeseeable events. Unexpected shortages and increases in the cost of raw materials or energy, or any deterioration in our relationships with or the financial viability of our suppliers, may have an adverse effect on our results of operations in the event we are unable to offset higher costs in a timely manner by sufficiently decreasing our operating costs or raising the prices of our products.

Our energy costs in connection with the purchase of natural gas and electricity constitute a significant portion of our costs, particularly in our brick operations. Our energy costs accounted for 7.8% of our net sales for the six months ended June 30, 2014 and 7.3% of our net sales in 2013. Natural gas is one of the principal sources of energy we use to fuel our brick operations and we rely heavily on being able to procure a steady supply of natural gas. We also use a substantial amount of electricity in our manufacturing processes. Our results of operations may be adversely affected by rising energy costs if such costs cannot be recovered through higher prices for our products. Although we have entered into hedging transactions with respect to our raw material and energy positions in the past and may do so in the future, we currently have no hedges in place and consequently may be adversely affected by increases in price more than competitors which utilize a more comprehensive hedging strategy.

Our ability to offer our products to our customers is dependent upon our ability to obtain adequate supplies of raw materials. Generally, our raw materials are obtainable from various sources and in sufficient quantities. Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Many of our suppliers also offer us favorable terms based upon the volume of our total purchases. If market conditions change, suppliers may discontinue offering us favorable terms. Failure by our suppliers to supply us with raw materials on favorable terms, commercially reasonable terms, or at all, may put downward pressure on our operating margins or have a material adverse effect on our financial condition and operating results.

Environmental regulations may limit the supply of fly ash, an ingredient in our aircrete blocks in the United Kingdom, and alternatives may be more difficult to obtain or more expensive.

Fly ash, which is used in our aircrete blocks in the United Kingdom, is a by-product of the combustion of coal in coal-fired power plants. Due to more stringent environmental regulations and the availability of alternative fuel sources such as biomass, the number of coal-fired power plants in the United Kingdom is declining sharply, resulting in decreased production of fly ash. If we are unable to meet our needs for fly ash in future years, we may be required to seek alternative sources such as reclaiming fly ash that has previously been discarded, importing fly ash from abroad or using other materials such as silica sand as substitutes for fly ash in our aircrete blocks. Such alternative sources could be more difficult to obtain or less efficient to integrate into our manufacturing process than our current supplies of fly ash, which could have a material adverse effect on our financial condition, operating results and cash flows.

We may be unable to successfully implement the expansion plans and other strategic initiatives included in our business strategy.

Our business plan provides for our continued growth through expansions of our existing facilities, the construction of new facilities and selective acquisitions. Failure to identify and acquire suitable acquisition candidates on appropriate terms may have a material adverse effect on our growth strategy. There may also be limitations under antitrust or competition laws on our ability to acquire competitors

or enter into joint ventures or similar arrangements, particularly in markets in which we currently possess a sizable presence. Moreover, a significant change in our business or the economy, an unexpected decrease in our cash flows or the requirements imposed by our debt may result in our inability to obtain the capital required to effect new acquisitions or expansions of existing facilities. In addition, we may be unable to integrate the operations of future acquired businesses with our own in an efficient and cost-effective manner or without significant disruption to our existing operations. Acquisitions, moreover, involve significant risks and uncertainties, including difficulties integrating personnel and other corporate cultures into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating computer and accounting systems, exposure to unforeseen liabilities and the diversion of management attention and resources from existing operations. We may also be required to incur additional debt in order to consummate acquisitions, which debt may be substantial and may limit our flexibility in using our cash flow from operations for other purposes.

From time to time, we may enter into joint ventures whose success depends on the performance of a joint venture partner. The failure of a partner to fulfill its obligations could adversely affect our results of operations and require us to dedicate additional resources to these joint ventures.

In July 2012, we entered into a joint venture agreement with Americast, Inc. to form Concrete Pipe & Precast LLC ("CP&P"). From time to time, we may enter into additional joint ventures as part of our growth strategy. The nature of a joint venture requires us to share control with unaffiliated third parties. If our joint venture partners do not fulfill their obligations, the affected joint venture may be unable to operate according to its business plan. In that instance, our results could be adversely affected or we may be required to increase our level of commitment to the joint venture. Differences in views among joint venture participants could also result in delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from their business plans, our results of operations could be adversely affected.

We are subject to environmental, health and safety laws and regulations and these laws and regulations may change. These laws and regulations could cause us to make modifications to how we manufacture and price our products. They could also require that we make significant capital investments or otherwise increase our costs or result in liabilities to us.

We are subject to federal, state, provincial and local laws and regulations in the United States, Canada and the United Kingdom governing the protection of the environment and natural resources and health and safety, including those governing air emissions, wastewater discharges, the use, storage, discharge, handling, disposal, transport and cleanup of solid and hazardous materials and wastes, the investigation and remediation of contamination and the health and safety of our employees. We are also required to obtain permits from governmental authorities for certain operations including, in the United Kingdom, Integrated Pollution Prevention and Control permits and if we expand or modify our facilities or if environmental, health and safety laws change, we could be required to obtain new or modified permits. If we were to fail to comply with these laws, regulations or permits, we could incur fines, penalties or other sanctions. In addition, we could be held responsible for costs and damages arising from claims or liabilities under these laws and regulations, such as with respect to any exposure to hazardous materials or contamination at our facilities or at third-party waste disposal sites. We cannot completely eliminate the risk of contamination or injury resulting from hazardous materials. Environmental, health and safety laws and regulations, including those related to energy use and climate change, tend to become more stringent over time, and we could incur material additional expenses relating to compliance with future environmental, health and safety laws. For instance, in the United Kingdom, we are required to purchase carbon dioxide allowances in order to discharge carbon dioxide into the atmosphere. The market price of these allowances is subject to volatility and could increase substantially in the future. In addition, as our manufacturing processes use a significant

amount of energy, increased regulation of energy use to address the possible emission of greenhouse gases and climate change could materially increase our manufacturing costs or require us to install emissions control or other equipment at some or all of our manufacturing facilities, requiring significant additional capital investments.

In June 2009, the EPA initiated a rule-making process to establish limitations for hydrogen fluoride, hydrogen chloride and metals emitted from brick and clay ceramics kilns and from dryers and glazing operations at clay ceramic manufacturing facilities in the United States. The rule, referred to as the National Emission Standards for Hazardous Air Pollutants: Brick and Structural Clay Products Manufacturing; and Clay Ceramics Manufacturing (the "Brick and Clay NESHAP"), is expected to be proposed in September 2014 and finalized in July 2015. This rule would require the installation of "maximum achievable control technology" or "MACT" at affected facilities. Twelve of our facilities will be covered by this rule. Of those, we currently believe at least seven will be required to install new MACT-compliant pollution control equipment. While we have budgeted $12.0 million for capital expenditures to achieve compliance with this rule ($4.0 million estimated to be spent in each of 2015, 2016 and 2017), we cannot assure you that our actual total compliance costs will not be higher.

We own and operate surface mines from which we excavate clay for our brick manufacturing. With these operations, certain reclamation obligations arise under federal, state, provincial or local laws and regulations, which may lead to cash outflows upon complete or partial closure of a pit. As of June 30, 2014, provision for such measures amounted to a total of $22.4 million. However, the estimated provisions resulting from reclamation obligations may change and the proportion of cost not covered by provisions could increase if the assumptions underlying our estimates are inaccurate or the underlying facts or legal requirements change. This could require us to spend greater amounts than anticipated and could have a material adverse effect on our business, financial condition and results of operations.

We do not have long-term contracts with our customers and our net sales could be reduced if our customers switch some or all of their business with us to other suppliers.

Although we have long-standing relationships with many of our customers, they generally do not enter into long-term contracts with us. Our customers may choose to stop or reduce purchases of our products at any time in the future. A significant loss of our customers or a significant reduction in their purchases could have a material negative impact on our net sales and business or cause us to reduce our prices, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Potential changes to the U.K. Parliament in 2015 may affect the Help to Buy Program and other housing incentive programs, which may negatively affect our net sales.

The Help to Buy Program was instituted in 2013 in the United Kingdom, which aims to subsidize homebuying for first time homeowners by providing, for example, equity loans of up to 20% of a property's value and allowing homebuyers to purchase homes with a smaller deposit. The current U.K. Parliament has announced that the program will continue until 2020, but potential changes to U.K. Parliament in the 2015 general election may impact the continuation and budget of such programs. This could result in reduced residential construction activity in the United Kingdom, which could, in turn, negatively affect the sale of our products in the United Kingdom.

A tightening of mortgage lending or mortgage financing requirements or other reduction in the availability of credit to consumers could harm our results of operations, cash flows and financial condition.

Most home sales in North America and the United Kingdom are financed through mortgage loans. A significant percentage of home repair and remodeling activities are financed either through mortgage

loans or other available credit. The recent economic recession resulted in a reduction of credit available to consumers as macroeconomic factors affected the financial position of consumers and as suppliers of credit adjusted their lending criteria. The mortgage lending and mortgage finance industries experienced significant instability because of, among other factors, delinquencies, defaults and foreclosures on home loans and resulting declines in their market value. These developments resulted in a significant reduction of total new housing starts in the United States and consequently a reduction in demand for our products in the residential sector. If such a tightening of mortgage lending and mortgage financing requirements or other reduction of credit availability were to recur, this could significantly harm our results of operations, cash flows and financial condition.

During the downturn in the U.K. housing market that began in 2008, we and our U.K. brick competitors discontinued significant domestic brick manufacturing capacity. The U.K. housing market began to recover in April 2013 and by 2014 the market had recovered enough such that domestic manufacturing output was insufficient to satisfy demand, leading to a sharp increase in brick imports into the United Kingdom from Continental Europe. It is estimated that demand for bricks in the United Kingdom will exceed domestic production capacity (including current idled capacity) in 2015. As such, if our production capacity does not increase to meet the higher levels of demand, among other factors such as price competition and lower barriers to entry, we may face increasing levels of competition from such imports and potential loss of market share.

In addition, competition from brick imports from Mexico and abroad may adversely impact our brick business in the United States and Eastern Canada.

Construction activities in Texas, the United Kingdom and Eastern Canada have historically had a large impact on our results of operations because we conduct a significant portion of our business in these markets.

We currently conduct a significant portion of our business in Texas, the United Kingdom and Eastern Canada, which represented approximately 26%, 35% and 12% of our 2013 net sales, respectively. Residential, infrastructure and non-residential construction activity in these markets have declined from time to time, particularly as a result of slow economic growth. Local economic conditions largely depend on a variety of factors, including national economic conditions, local, provincial and state budget situations and the impact of federal cutbacks. If construction activity declines in one or more of Texas, the United Kingdom or Eastern Canada, there may be a material adverse impact on our results of operations and cash flows.

A material disruption at one of our manufacturing facilities or at one of our suppliers' facilities could prevent us from meeting customer demand, reduce our net sales and negatively affect our results of operations.

Any of our manufacturing facilities or any of our machines within an otherwise operational facility could cease operations unexpectedly because of a number of events, including but not limited to:

Any downtime or facility damage could prevent us from meeting customer demand for our products or require us to make unplanned capital expenditures. If our machines or facilities were to

incur significant downtime, our ability to satisfy customer requirements could be impaired, resulting in decreased customer satisfaction and lower net sales.

In addition, our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers' inability to manufacture or supply the necessary raw materials for our manufacturing processes may adversely impact our results of operations and cash flows.

A work stoppage at one of our facilities could cause us to lose net sales or to incur increased costs and could adversely affect our ability to meet customers' needs. A plant shutdown or a substantial modification to employment terms could negatively affect us. Approximately 30% of our workforce in North America is covered by collective bargaining agreements and nearly half of these employees are included in collective bargaining agreements that expire within one year. In the United Kingdom, we recognize trade unions at most, but not all, of our plants. Union-organized work stoppages have occurred at some of our plants in the United Kingdom in the past and may occur again in the future. We have not had any work stoppages in the United States or Eastern Canada over the last ten years, but they may occur in the future. We have experienced one union organizing effort directed at our non-union employees in the past ten years and such efforts may occur again in the future. We may also experience labor cost increases or disruptions and any limitations on our manufacturing or sales in our non-union plants in circumstances in which we must compete for employees with necessary skills and experience or in tight labor markets. Any such cost increases, work stoppages or disruptions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Many of our products are used in water transmission and distribution projects and other large-scale construction projects, which generally require a significant amount of planning and preparation before construction commences. It is not unusual for construction projects to be delayed and rescheduled. Projects are delayed and rescheduled for a number of reasons, including unanticipated soil conditions or adverse weather, changes in project priorities, difficulties in complying with environmental and other government regulations or permits and additional time required to acquire rights-of-way or property rights. Delays in construction projects may occur with too little notice to allow us to replace those projects in our manufacturing schedules, causing inefficiencies in our operations. As a result, our business, financial position, results of operations and cash flows may be adversely affected by unplanned downtime.

Significant changes in the cost and availability of transportation could adversely affect our results of operations.

Because manufacturers in our industry are frequently responsible for delivering products to the customer, transportation costs associated with the delivery of our products, in most cases by truck, constitute a significant portion of our costs. Increases in the cost of fuel or energy can result in increases in the cost of transportation, which could materially and adversely affect our results of operations. Also, shortages in trucking capacity, the risk of which has increased because the number of trucking companies with suitable vehicles for handling our products decreased as a result of the economic downturn, could limit our ability to deliver our products and therefore adversely affect our results of operations.

The nature of our business may expose us to warranty claims and to claims for product liability, construction defects, project delay, property damage, personal injury and other damages.

We generally provide warranties on our products against defects in materials and workmanship. Some of our products are used in applications where a product failure or construction defect could result in significant project delay, property damage, personal injury or death or could require significant remediation expenses. For example, our pressure pipe is used in nuclear and coal-fired power generation facilities as well as in the water transmission systems of cities and municipalities. Product failures may also arise out of the quality of the raw materials we purchase from third-party suppliers or the quality of the work performed by the contractors installing our products, over which we do not have direct control. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome. An unsuccessful product liability defense could be highly costly and result in charges that would have a material adverse effect on our results of operations. In addition, even if we are successful in defending any claim relating to the products we distribute, claims of this nature could negatively affect customer confidence in us and our products.

Our financial results may be affected by various legal and regulatory proceedings.

We are subject to litigation and regulatory proceedings in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcomes of litigation and similar disputes are often difficult to predict reliably and existing legal proceedings may result in decisions or settlements more adverse to us than our expectations. Various factors and developments could lead us to make changes in current estimates of liabilities and related insurance receivables, where applicable, or make additional estimates, including new or modified estimates as a result of a judicial ruling or judgment, a settlement, regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that have a material adverse effect on our financial condition and results of operations. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management's attention and resources from other matters.

Insurance coverage may not be sufficient to cover the risks related to our operations and losses.

We may experience major accidents in the course of our operations. Although we maintain liability insurance, such an insurance program does not cover, or may not cover adequately, every potential risk associated with our operations and the consequences resulting from them. In addition, as a result of market conditions, premiums and deductibles for our existing insurance policies can increase substantially and, in some instances, our existing insurance may become unavailable or available only for reduced amounts of coverage. Furthermore, we may not be able to obtain meaningful coverage at reasonable rates for certain types of environmental hazards. The occurrence of an accident, the losses and damages of which are not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.

Our key management personnel are important to our success. Our ability to retain our key management personnel or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from key management personnel could materially and adversely affect our business.

If we fail to attract and retain skilled technical personnel, our operations could be adversely affected.

Our success depends on our ability to attract and retain skilled employees, particularly engineering and technical personnel. Without a sufficient number of skilled employees, our operations and manufacturing quality could suffer. Competition for qualified technical personnel and operators is intense and replacing or finding new skilled employees can be difficult. The reduction in demand for products in our industry that occurred beginning in 2008 has caused a portion of skilled workers to leave our industry permanently, further reducing the labor pool. Failure to attract and retain our technical personnel and other employees may adversely affect our business and our operating efficiency may deteriorate.

We may experience delays or outages in our information technology system and computer networks.

We may be subject to information technology system failures and network disruptions. These may be caused by delays or disruptions due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events or disruptions. Because we have grown over the years through various acquisitions and our operations are geographically diverse, we have many disparate information technology systems across our organization, certain of which are outdated and due for replacement. As a result of these disparate information technology systems, we face the challenge of supporting older systems and implementing upgrades when necessary. We may in the future add applications to replace outdated systems and to operate more efficiently. Predictions regarding benefits resulting from the implementation of these projects are subject to uncertainties. We may not be able to successfully implement the projects without experiencing difficulties. In addition, any expected benefits of implementing projects might not be realized, or the costs of implementation might outweigh the benefits realized.

A disruption in our information technology systems because of a catastrophic event or security breach could interrupt or damage our operations. In addition, we could be subject to reputational harm or liability if confidential customer information is misappropriated from our information technology systems. Despite our security measures and business continuity plans, these systems could be vulnerable to disruption, and any such disruption could negatively affect our financial condition and results of operations.

We have substantial fixed costs and, as a result, our income from operations is sensitive to changes in our net sales.

A significant portion of our expenses are fixed costs (including personnel), which in the short-term do not fluctuate with net sales. Consequently, a percentage decline in our net sales could have a greater percentage effect on our income from operations if we do not act to reduce personnel or take other cost-reduction actions. Any decline in our net sales would adversely affect our results of operations.

If we are unable to successfully manage our inventory levels for our products, our results of operations could be adversely affected.

We maintain an inventory of certain of our products, particularly bricks and roof tiles. Because bricks and roof tiles have decorative functions, we attempt to predict customers' changing tastes in order to ensure that we keep certain items in inventory that will be high in demand and to limit our inventory of items that are low in demand. Unexpected changes in customers' tastes could result in increased levels of obsolete inventory of bricks and roof tiles, which could negatively affect our results of operations.

We are exposed to the credit and non-payment risk of our customers, especially during times of economic uncertainty and tight credit markets.

The majority of our sales are to customers on an open credit basis, with standard payment terms of 30 days. While we monitor individual customer payment capability in granting such open credit arrangements and seek to limit such open credit to amounts we believe are reasonable, we may experience losses because of a customer's inability to pay. Our extension of credit involves considerable judgment and is based on an evaluation of each customer's financial condition and payment history. While we maintain an allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, in times of economic uncertainty and tight credit markets, there is heightened risk that our historical indicators may prove to be inaccurate. The inability to collect on sales to significant customers or a larger number of customers could have a material adverse effect on our results of operations.

Our business can be seasonal in nature and can be affected by adverse weather conditions, and this may cause our quarterly results to vary.

Sales of our products in some markets, including Canada, the United Kingdom and the Northeast and Midwest regions of the United States, are seasonal in that sales are generally somewhat higher from spring through autumn when construction activity is greatest. Construction activity declines in these markets during the winter months due to inclement weather, frozen ground and shorter daylight hours. Construction activity can also be affected in any seasonal period by adverse weather conditions, hurricanes, severe storms, torrential rains, floods, natural disasters and similar events. Unfavorable weather conditions during peak construction periods can result in a material reduction in demand for our products and consequently have an adverse effect on our sales. As a result, our quarterly results have varied in the past and may vary from quarter to quarter in the future. Such variations could have a negative impact on the price of our ordinary shares.

Approximately 49% and 47% of our net sales were received or denominated in foreign currencies (primarily the British pound and the Canadian dollar) for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. Since our results are reported in U.S. dollars, exchange rate movements may affect our operating results, assets and cash balances.

Fluctuations in foreign exchange rates, such as those between the U.S. dollar and the Mexican peso or Canadian dollar or between the British pound and the Euro, may also impact competition in our product markets by causing relative prices of cross-border substitutes to vary, and thereby encouraging imports of competitor products.

Our project-based business requires significant amounts of liquidity and we may not be able to ensure adequate financing or guarantees for large projects in the future.

The projects in which we participate, particularly in our pressure pipe business, can be capital-intensive and often require substantial amounts of liquidity. In line with industry practice, we receive prepayments from our customers as well as milestone payments. A change in the prepayment patterns or our inability to receive third-party guarantees in respect of such prepayments could force us to seek alternative sources of financing, such as raising debt from banks or in the capital markets, which could harm our results of operations.

As is customary in some of our business segments, we provide our customers with performance guarantees and other guarantee instruments such as surety bonds. These guarantees and instruments guarantee the timely completion of a project pursuant to defined contractual specifications. If we fail to meet any of these specifications, we will be required to make payments under such guarantees and

instruments. Some customers require the performance guarantees to be issued by a reputable and creditworthy financial institution in the form of a letter of credit, surety bond or other financial guarantee. Financial institutions consider our credit ratings and financial position in the guarantee approval process. Our credit ratings and financial position could make the process of obtaining such guarantees from financial institutions more difficult and expensive. If we cannot obtain such guarantees from financial institutions on reasonable terms, or if we cannot obtain such guarantees from reputable and creditworthy institutions, we could face higher financing costs or even be prevented from bidding on or obtaining new projects. Such obstacles could have a material adverse effect on our business, financial condition and results of operations.

The age of some of our facilities means that they are less efficient and at an increased risk for unplanned downtime, which may require us to make significant capital expenditures.

We own and operate facilities of various ages and levels of automated control. Older facilities are generally less energy efficient, require more manual manufacturing processes and are at an increased risk of damage or equipment failure, resulting in unplanned downtime. The equipment required to manufacture certain of our products is specialized and the time required for replacement of such equipment can be lengthy, which could result in extended downtime in the affected unit. Potential age-related issues have occurred in the past and may occur in the future and could affect our operating results, liquidity and financial position. If such issues occur, we may need to make significant capital expenditures to repair or replace the affected assets.

Demographic and government policy changes in Eastern Canada may result in increased construction of medium- and high-density housing, which use fewer bricks and less pipe and precast.

We are the largest manufacturer of bricks in Eastern Canada. Our bricks manufactured in Eastern Canada are primarily used in the construction of single-family homes in Ontario and Quebec. We expect that certain demographic trends, such as the aging of the baby boomer generation and immigration patterns, will result in increased construction of medium- and high-density housing, such as rental apartments and condominiums, in future years. This trend is reinforced by government policies that encourage denser developments in order to revitalize downtown areas and to reduce greenhouse gas emissions. If the increased construction of medium- and high-density housing, which often uses materials other than brick for cladding and uses less pipe and precast, is accompanied by a decrease in the construction of single-family housing, this could result in a decrease of our brick sales in Eastern Canada.

Consolidation in the U.S. homebuilding industry may adversely affect our business by increasing the market and pricing power of our customers.

Since the global economic recession, there has been significant consolidation in the homebuilding industry in the United States, with many smaller homebuilders going out of business or being acquired and larger homebuilders significantly increasing their market share. The continuing consolidation in the U.S. homebuilding industry has strengthened the market and pricing power of the large homebuilders. As a result, we have experienced and expect to continue to experience pricing pressure on sales of brick to U.S. homebuilders.

A decline in the economy and a deterioration in expectations regarding the housing recovery could result in our taking additional significant non-cash impairment charges, which may reduce our financial resources and flexibility and could negatively affect results of operations and reduce stockholders' equity.

At December 31, 2013, we had 13 reporting units, of which four units carried goodwill in an aggregate amount of $105.5 million. For the fiscal year ended December 31, 2013, we recorded a $236.6 million goodwill impairment charge in our North America Pressure Pipe reporting unit. A decline in the

expectation of our future performance or deterioration in expectations regarding the timing and the extent of the recovery of our end markets may cause us to recognize additional non-cash, pre-tax impairment charges for goodwill and other indefinite-lived intangible assets or other long-lived assets, which are not determinable at this time. If the value of goodwill or other intangible assets is impaired, our results of operations and stockholders' equity would be adversely affected. As of June 30, 2014, $105.5 million of goodwill was included on our balance sheet.

The possibility of the United Kingdom leaving the European Union or of Scotland becoming independent from the remainder of the United Kingdom may affect our business, financial condition and results of operations.

In January 2013, the U.K. Government announced the possibility of a referendum on the United Kingdom's membership in the European Union, which would take place after 2015. In addition, the Scottish Government intends to hold a referendum on September 18, 2014 on the issue of Scottish independence from the United Kingdom. An exit of the United Kingdom from the European Union or the independence of Scotland could significantly affect the fiscal, monetary and regulatory landscape in the United Kingdom and could have a material impact on its economy and the future growth of its various industries, including the construction industry. Although it is not possible to predict fully the effects of an exit of the United Kingdom from the European Union or Scottish independence, if either were to occur, it could have a material adverse effect on our business, financial condition and results of operations.

We have identified material weaknesses in our internal control over financial reporting which could result in material misstatements in our combined predecessor financial statements or, if not remediated, our future consolidated financial statements. If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, investors' views of us and, as a result, the value of our ordinary shares.

In connection with this offering we are separating from HeidelbergCement, and as a result, we are currently operating with limited accounting personnel and other resources with which to address our internal controls and procedures. In connection with the preparation and external audit of our combined predecessor financial statements as of and for the years ended December 31, 2013, 2012 and 2011, we identified material weaknesses in our internal controls over financial reporting. Our independent public accounting firm has not yet performed an audit of our internal controls over financial reporting and is not required to report on management's assessment of our internal controls until one year following the filing of our first annual report with the U.S. Securities and Exchange Commission, or the SEC. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are that the Company (i) does not have adequate systems in place for recording transactions, (ii) does not have well-defined processes under which it can complete its financial statement close process and (iii) is heavily dependent on HeidelbergCement for legal, accounting and finance services and general administrative support functions. The Company is presently dependent on systems, processes and people whose primary focus and responsibility is reporting for HeidelbergCement under International Financial Reporting Standards. The Company has retained contractors to assist with its application of U.S. GAAP. In order to remediate the material weaknesses, we are actively seeking additional accounting and finance staff members to augment our current staff, formalizing our accounting policies and internal controls documentation, strengthening supervisory reviews by our management and developing a financial reporting platform to address the requirements of SEC reporting. We have not incurred any material costs to date and are not able to estimate with reasonable certainty the costs that we will need to incur to remediate the material weaknesses and improve our internal control over financial reporting in the future.

To comply with the requirements of being a public company, we may need to undertake various additional actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Pursuant to Section 404 of the Sarbanes-Oxley Act ("Section 404"), our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2015. Testing and maintaining internal controls can divert our management's attention from other matters that are important to the operation of our business. In addition, when evaluating our internal controls over financial reporting, we may identify additional material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify additional material weaknesses in our internal controls over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal controls over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

We will have debt obligations that could adversely affect our business and our ability to meet our obligations or could restrict the manner in which we operate or return cash to shareholders.

Prior to the completion of or concurrent with this offering, we will enter into a new credit facility, which could have important consequences to our investors, including:

It may be necessary in the future to refinance our indebtedness. If, at such time, market conditions are materially different or our credit profile is worse, the cost of refinancing such debt may be significantly higher than our existing indebtedness, or we may be unable to procure refinancing at all. To the extent we cannot meet any future debt service obligations through use of cash flow, refinancing or otherwise, we will risk having our outstanding debt accelerated.

We may incur substantial additional indebtedness in the future, subject to the restrictions contained in our new credit facility. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

The terms of our new credit facility may contain covenants restricting our financial and operational flexibility, including, among other things, restrictions on the payment of dividends and other distributions to our ordinary shareholders. If we breach a restrictive covenant under any of our indebtedness, or an event of default occurs in respect of such indebtedness, our lenders may be entitled to declare all amounts owing in respect thereof to be immediately due and payable, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Our historical financial information as a group of businesses of HeidelbergCement may not be representative of our results as an independent public company.

The historical financial information that we have included in this prospectus has been derived from the historical financial statements of HeidelbergCement and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our combined predecessor financial statements include an allocation for certain corporate functions historically provided by HeidelbergCement. Substantially all of the Company's senior management is employed by HeidelbergCement and certain functions critical to the Company's operations are centralized and managed by HeidelbergCement. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, the Company resides in office space provided by HeidelbergCement. As a result, the Company enters into numerous transactions with HeidelbergCement. Costs allocated to the Company are primarily related to such activities. While we believe that these allocations are reasonable reflections of the historical utilization levels of these services in support of our business, we have not made adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our separation from HeidelbergCement, including changes in our employee base, changes in our legal structure, potential increased costs associated with reduced economies of scale, migration of our informational technology systems, increased marketing expenses related to establishing a new brand identity and increased costs associated with being a public company. We do not have any history of functioning as a stand-alone company and do not present financial results in this prospectus as a stand-alone company for any full financial reporting period. As a result of these factors, the historical financial information is not necessarily representative of the amounts that would have been reflected in our financial statements had we been a stand-alone company or indicative of our future results of operations, financial position, cash flows or costs and expenses. For additional information, see "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Combined Financial Information" and our audited and unaudited combined predecessor financial statements and notes thereto.

The transitional services that HeidelbergCement currently provides to us may not be sufficient to meet our needs and our ability to change the scope of the services provided may be limited.

Historically, HeidelbergCement has provided significant corporate and shared services related to corporate functions, such as executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Following our separation from HeidelbergCement, HeidelbergCement has agreed to continue to provide many of these services on a transitional basis for a fee. While these services are being provided to us by HeidelbergCement, these services may be insufficient to meet our needs, and our operational flexibility to modify or implement changes with respect to such services or the amounts that we pay for them will be limited.

After the expiration of our transitional services agreement, we will no longer have access to the resources of HeidelbergCement and we may have difficulty finding replacement services or experience increased costs resulting from decreased purchasing power.

After the expiration of the transitional services agreement, we may not be able to replace the services provided to us by HeidelbergCement or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we will receive from HeidelbergCement under the transitional services agreement. Although we intend to replace portions of the services currently

provided by HeidelbergCement, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms for such services or for other goods, services or supplies as favorable as those we currently have in effect.

To the extent we are required to purchase larger quantities of cement and aggregates in the open market, increases in the cost of cement or aggregates could have an adverse effect on our results of operations.

We have historically purchased a substantial portion of our cement and aggregates from HeidelbergCement. Cement is a significant component of our variable costs. To the extent we are required to purchase larger quantities of cement or aggregates on the open market following our separation from HeidelbergCement, the related costs will be subject to market conditions and can increase, which could have an adverse effect on our results of operations.

We may not be able to favorably resolve disputes that arise between HeidelbergCement and us with respect to our past and ongoing relationships.

Following our separation from HeidelbergCement, disputes may arise between HeidelbergCement and us in a number of areas relating to our past and ongoing relationships, including:

We may not be able to resolve any potential disputes or conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. The agreements that we will enter into with HeidelbergCement may be amended upon agreement between the parties. Following this offering, while HeidelbergCement will retain approximately % of our outstanding ordinary shares, or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full, we may not possess the necessary leverage to negotiate amendments to these agreements, if required, on terms favorable to us.

Some of our directors and officers own HeidelbergCement ordinary shares and equity awards or other instruments, the value of which is related to the value of HeidelbergCement ordinary shares, or will be appointed by HeidelbergCement pursuant to our Shareholders Agreement, which could create, or appear to create, conflicts of interest that result in our not acting on opportunities on which we would otherwise act.

Pursuant to our Shareholders Agreement, HeidelbergCement will have the right, for so long as it maintains a significant holding of our ordinary shares, to appoint directors to our board of directors.

In addition, some of our directors and officers will be granted equity awards in the Company, the value of which is related to the value of our ordinary shares. The direct and indirect interests of these directors and officers could create, or appear to create, conflicts of interest with respect to decisions involving both us and HeidelbergCement that could have disparate implications for HeidelbergCement and us. These decisions could, for example, relate to:

Conflicts of interest could also arise if we enter into any new, or amend existing, commercial arrangements with HeidelbergCement in the future, or if HeidelbergCement decides to compete with us. Our directors and officers who have interests in both HeidelbergCement and us may also face conflicts in allocating their time between HeidelbergCement and us.

As a result of any such conflicts of interest, we may not pursue certain opportunities that we would otherwise pursue, including growth opportunities, which may negatively affect our business and results of operations.

HeidelbergCement controls the direction of our business, and so long as it does, the concentrated ownership of our ordinary shares and certain governance arrangements will prevent other shareholders from influencing significant decisions.

After the completion of this offering, HeidelbergCement will own approximately % of our outstanding ordinary shares, or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full. As long as HeidelbergCement owns a majority of our outstanding ordinary shares, HeidelbergCement will be able to control any corporate action that requires a shareholder vote irrespective of the vote of any other shareholder. As a result, HeidelbergCement will have the ability to control significant corporate activities, including:

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you as a holder of our ordinary shares might otherwise receive a premium for your shares.

Even if the ownership interest of HeidelbergCement is reduced to less than a majority of our outstanding ordinary shares, so long as HeidelbergCement retains a significant portion of our outstanding ordinary shares, it will have the ability to substantially influence these significant corporate activities. HeidelbergCement may have interests that conflict with the interests of other shareholders.

We are exempt from certain corporate governance requirements since we are a "controlled company" within the meaning of NYSE rules, and as a result, you will not have the protections afforded by these corporate governance requirements.

Following the consummation of this offering, HeidelbergCement will hold a majority of our ordinary shares. As a result, after the completion of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing requirements. Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements that our board of directors, our compensation committee and our nominating and corporate governance committee meet the standards of independence established by those corporate governance requirements. The NYSE independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements and the ability of our independent directors to influence our business and affairs will be reduced.

We will be required to pay HeidelbergCement, 85% of certain tax benefits we may claim as a result of certain tax assets transferred to us in connection with this offering and the amounts we may be required to pay could be significant.

We will enter into a tax receivable agreement with HeidelbergCement, providing for the payment by us to HeidelbergCement of 85% of the U.S. federal tax benefits, if any, that we realize as a result of the utilization of certain net operating loss carry forwards, or NOLs. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

We expect the payments that we may make under the tax receivable agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, distributions from our subsidiaries are not sufficient to permit us to make payments under the tax receivable agreement after we have paid taxes. The payments under the tax receivable agreement are not conditioned upon HeidelbergCement's continued ownership of us.

Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of NOLs and other factors.

HeidelbergCement will retain certain names and trademarks such as the "Hanson" brand. This could adversely affect our business if our market perception or recognition is negatively affected.

Pursuant to a license from HeidelbergCement, we will have the right to use the "Hanson" name, branding and related intellectual property for following the separation. Accordingly, we expect to discontinue the use of the Hanson name, branding and related intellectual property and change the Company's name by . As a result of our name change, some existing and potential customers, suppliers and market participants may not recognize our new name, which may hinder our ability to maintain and develop our customer base, at least during an initial transition period. Our name change also may affect our ability to recruit qualified personnel. We may need to expend significant resources to develop our new brand in the marketplace, and if we fail to build strong new brand recognition, our net sales and profitability may decline and our business prospects may suffer.

There is currently no public market for our ordinary shares, a trading market for our ordinary shares may never develop following this offering and our ordinary share prices may be volatile and could decline substantially following this offering.

Prior to this offering, there has been no market for our ordinary shares. Although we intend to apply to list our ordinary shares on the NYSE under the symbol " ," an active trading market for our ordinary shares may never develop or, if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:

If an active market does not develop or is not maintained, the market price of our ordinary shares may decline and you may not be able to sell your shares. Even if an active trading market develops for our ordinary shares subsequent to this offering, the market price of our ordinary shares may be highly volatile and subject to wide fluctuations.

Some of the factors that could negatively affect or result in fluctuations in the market price of our ordinary shares include:

These and other factors may lower the market price of our ordinary shares, regardless of our actual operating performance. As a result, our ordinary shares may trade at prices significantly below the public offering price.

Furthermore, in recent years, the capital markets have experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without

regard to the operating performance of the affected companies. Hence, the price of our ordinary shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price and materially affect the value of your investment.

The offering price per ordinary share offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering, there has been no market for our ordinary shares. The offering price per ordinary share offered by this prospectus was negotiated among HeidelbergCement, the underwriters and us. Factors considered in determining the price of our ordinary shares include:

The offering price may not accurately reflect the value of our ordinary shares and may not be realized upon any subsequent disposition of the shares.

Our future operating results may fluctuate significantly and our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results could affect our share price in the future.

Our net sales and results of operations have historically varied from period to period and we expect that they will continue to do so as a result of a number of factors, many of which are outside of our control, including the cyclicality and seasonality of our industry. If our quarterly financial results fail to meet the expectations of securities analysts and investors, our share price could be negatively affected. Any volatility in our quarterly financial results may make it more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our shares. Our operating results for prior periods may not be effective predictors of future performance.

We have no present intention to pay cash dividends on our ordinary shares. Any determination to pay dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant. See "Dividend Policy." Accordingly, you may need to sell your ordinary shares to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.

If securities or industry analysts do not publish research or reports about our business, publish inaccurate or unfavorable research about our business or change their recommendations regarding our shares adversely, our share price and trading volume could decline.

The trading market for our ordinary shares will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our shares would likely be negatively affected. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our shares, or if analysts issue other unfavorable commentary or inaccurate research, our share price would likely

decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Future sales of our ordinary shares in the public market could cause our share price to fall.

If our existing shareholder sells substantial amounts of our ordinary shares in the public market following this offering, the market price of our ordinary shares could decrease significantly. The perception in the public market that our existing shareholder might sell substantial amounts of our ordinary shares could also depress the market price of our ordinary shares. Any such sale or perception could also impair our ability to raise capital or pay for acquisitions using our equity securities.

Immediately after completion of this offering, we will have ordinary shares outstanding, including ordinary shares that will be beneficially owned by HeidelbergCement (or ordinary shares if the underwriters exercise their option to purchase additional shares in full). Following completion of this offering, HeidelbergCement will beneficially own approximately % of our outstanding ordinary shares (or % if the underwriters exercise their option to purchase additional shares in full) and, unless such shares are registered under the Securities Act of 1933, as amended, or the Securities Act, such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof. See "Shares Eligible for Future Sale." In addition, our remaining ordinary shares that will be outstanding immediately after completion of this offering will become eligible for sale in the public markets from time to time, subject to Securities Act restrictions, following the expiration of lock-up agreements. We, HeidelbergCement, and our officers and directors have signed lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of our ordinary shares held by them for 180 days following the date of this prospectus. The underwriters may, without notice except in certain limited circumstances, release all or any portion of the ordinary shares subject to lock-up agreements. See "Underwriting" for a description of these lock-up agreements. Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to the volume, manner of sale and other limitations under Rule 144. We expect that HeidelbergCement will be considered an affiliate of us after this offering based on their expected share ownership following this offering.

After completion of this offering, HeidelbergCement will have the right to demand that we file a registration statement with respect to our ordinary shares held by it and will have the right to include its shares in any registration statement that we file with the SEC, subject to certain exceptions. See "Shares Eligible for Future Sale." Any registration of the shares owned by HeidelbergCement would enable those shares to be sold in the public market, subject to certain restrictions in our registration rights agreement and the restrictions under the lock-up agreements referred to above.

The market price for our ordinary shares may drop significantly when the restrictions on resale by our existing shareholder lapse or if those restrictions on resale are waived. A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other equity securities. In addition, following this offering, we intend to file a registration statement on Form S-8 under the Securities Act registering shares under our share incentive plan. Subject to the terms of the awards granting the shares included in this registration statement and except for shares held by affiliates who will have certain restrictions on their ability to sell, the shares will be available for sale in the public market immediately after the registration statement is filed. See "Shares Eligible for Future Sale."

In the future, we expect to issue options, restricted shares and other forms of share-based compensation, which have the potential to dilute shareholder value and cause the price of our ordinary shares to decline.

We expect to offer share options, restricted shares and other forms of share-based compensation to our directors, officers and employees in the future. If any options that we issue are exercised, or any restricted shares that we may issue vest, and those shares are sold into the public market, the market price of our ordinary shares may decline. In addition, the availability of ordinary shares for award under our equity incentive plan, or the grant of share options, restricted shares or other forms of share-based compensation, may adversely affect the market price of our ordinary shares.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to ordinary shareholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our ordinary shares. If we issue additional equity securities, existing shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future securities offerings reducing the market price of our ordinary shares and diluting their interest.

We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our shareholders depend upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries directly or indirectly to us in the form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us could have a material adverse effect on our business, financial condition and cash flows.

Provisions of our Articles of Association and other documents could discourage, delay or prevent a merger or acquisition at a premium price.

Provisions in our Articles of Association may have the effect of delaying or preventing a change of control or changes in our management. Our Articles of Association include provisions that:

These provisions may discourage, delay or prevent a merger or acquisition of our company, including a transaction in which the acquirer may offer a premium price for our ordinary shares. See

"Description of Share Capital—Anti-Takeover Effects of Certain Provisions of Our Articles of Association."

In addition, our new credit facility, and other debt instruments we may enter into in the future, may include provisions entitling the lenders to demand immediate repayment of all borrowings upon the occurrence of certain change of control events relating to our company, which also could discourage, delay or prevent a business combination transaction. Under Jersey law, the right to vote cumulatively does not exist, which means that the holders of a majority of the outstanding ordinary shares can elect all of the directors standing for election and the holders of the remaining shares will not be able to elect any directors.

The requirements of being a public company may strain our resources and divert management's attention and our lack of public company operating experience may impact our business and share price.

As a U.S. public company, we will be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business, financial condition, results of operations and cash flows will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to obtain coverage. Potential liability associated with serving on a public company's board could make it difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee and qualified executive officers.

Our lack of public company operating experience may make it difficult to forecast and evaluate our prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our business, financial condition and results of operations may be harmed, which could cause our share price to decline.

We will incur increased costs as a result of being a publicly traded company.

As a company with publicly traded securities, we will incur significant legal, accounting and other expenses not presently incurred. In addition, the Sarbanes-Oxley Act and rules promulgated by the SEC and NYSE require us to adopt corporate governance practices applicable to U.S. public companies. These rules and regulations will increase our legal and financial compliance costs and may place a strain on our systems and resources. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve these controls, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies.

Our ordinary shares are issued under the laws of Jersey, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.

We are organized under the laws of the Bailiwick of Jersey, a British crown dependency that is an island located off the coast of Normandy, France. Jersey is not a member of the EU. Jersey legislation regarding companies is largely based on English corporate law principles. A further summary of applicable Jersey company law is contained in this prospectus. However, there can be no assurance that Jersey law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the United States, which could adversely affect the rights of investors.

A change in our tax residence could have a negative effect on our future profitability.

Although we are organized under the laws of Jersey, the affairs of the Company are and are intended to continue to be managed and controlled in the United Kingdom and therefore we are resident in the United Kingdom for U.K. and Jersey tax purposes. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs following a review by our directors or for any other reason, we could become, or be regarded as having become, a resident in a jurisdiction other than the United Kingdom. If we cease to be a U.K. tax resident, we may be subject to a charge to U.K. corporation tax on chargeable gains on our assets and to unexpected tax charges in other jurisdictions on our income or net profit. Similarly, if the tax residency of any of our subsidiaries were to change from their current jurisdiction for any of the reasons listed above, we may be subject to a charge to local capital gains tax on the assets.

U.S. Holders of our ordinary shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company (or PFIC) for U.S. federal income tax purposes.

The Company believes it would not have been a passive foreign investment company ("PFIC") for U.S. federal income tax purposes in the 2013 tax year had it been a separate taxable entity from HeidelbergCement and will not be a PFIC in its initial tax year. The Company also does not expect to become a PFIC in the foreseeable future, but the Company's possible status as a PFIC must be determined annually and therefore may be subject to change. If we are at any time treated as a PFIC, such treatment could result in a reduction in the after-tax return to U.S. Holders of our ordinary shares and may cause a reduction in the value of such shares. Furthermore, if we are at any time treated as a PFIC, U.S. Holders of our ordinary shares could be subject to greater U.S. income tax liability than might otherwise apply, imposition of U.S. income tax in advance of when tax would otherwise apply and detailed tax filing requirements that would not otherwise apply. For U.S. federal income tax purposes, "U.S. Holders" include individuals and various entities. A corporation is classified as a PFIC for any taxable year in which (i) at least 75% of its gross income is passive income or (ii) at least 50% of the average value of all its assets produces or are held for the production of passive income. For this purpose, passive income includes dividends, interest, royalties and rents that are not derived in the active conduct of a trade or business. The PFIC rules are complex and a U.S. Holder of our ordinary shares is urged to consult its own tax advisors regarding the possible application of the PFIC rules to it in its particular circumstances. For information on the U.S. federal tax implications on U.S. Holders, see the section entitled "Taxation."

U.S. shareholders may not be able to enforce civil liabilities against us.

A number of our directors and executive officers and a number of directors of each of our subsidiaries are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Jersey solicitors that there is doubt as to the enforceability in Jersey of original actions, or of actions for enforcement of judgments of U.S. courts, for civil liabilities to the extent predicated upon the federal and state securities laws of the United States.

This prospectus contains "forward-looking statements." These forward-looking statements are included throughout this prospectus, including in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and "Certain Relationships and Related Party Transactions," and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, financial condition, liquidity, cash flows, capital resources and other financial and operating information. We have used the words "approximately," "anticipate," "assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "future," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will" and similar terms and phrases to identify forward-looking statements in this prospectus. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

The forward-looking statements contained in this prospectus are based on historical performance and management's current plans, estimates and expectations in light of information currently available

to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include those described in "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

We will not receive any proceeds from the sale of our ordinary shares by the Selling Shareholder offered pursuant to this prospectus, including any proceeds that the Selling Shareholder may receive from the exercise by the underwriters of their option to purchase additional ordinary shares from the Selling Shareholder. The net proceeds from this offering will be received by the Selling Shareholder.

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2014:

Collectively, the transactions underlying these adjustments are referred to as the "Pro Forma Transactions."

Cash and cash equivalents are not components of our total capitalization. You should read this table in conjunction with our audited and unaudited combined predecessor financial statements and the notes thereto appearing elsewhere in this prospectus, as well as "Selected Financial Data," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions" and "Description of Certain Indebtedness," and the other financial information included elsewhere in this prospectus.

	June 30, 2014

	Actual		Pro Forma As Adjusted
	(In thousands, except share data)
Cash and cash equivalents⁽¹⁾	$	28,997	$




Long-term debt (including current portion)		—
Capital lease obligations (including current portion)		21,107


Parent company net investment⁽²⁾
Accumulated other comprehensive income (loss)		29,542
Accumulated net contributions from parent		1,050,516


Total parent company net investment		1,080,058


Shareholders' equity⁽³⁾
Ordinary shares, nominal value $0.01 per share; shares authorized and shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		—


Total shareholders' equity		—


Total capitalization	$	1,101,165	$

(1): We use HeidelbergCement's centralized systems for cash management. As a result, all cash related to our operations is commingled with HeidelbergCement's general corporate funds and is not specifically allocated to us. The commingling of cash processes will cease upon completion of this offering. Pro forma as adjusted cash and cash equivalents includes cash of $ , representing an amount agreed upon between us and HeidelbergCement, pursuant to the separation and purchase agreement, to be retained by us following our separation to fund working capital needs and other operating requirements of our business.
(2): Parent company net investment represents the cumulative net investment in us, inclusive of operating results. In connection with this offering, HeidelbergCement's investment will be converted into shares of Hanson Building Products Limited.
(3): Shareholders' equity reflects the conversion of the parent company net investment into our ordinary shares and sale of ordinary shares in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses.

The following selected combined predecessor financial data should be read in conjunction with our audited and unaudited combined predecessor financial statements and the notes thereto appearing elsewhere in this prospectus, as well as "Capitalization," "Unaudited Pro Forma Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions" and "Description of Certain Indebtedness" and the other financial information included elsewhere in this prospectus.

The selected combined predecessor statement of operations data and the selected combined predecessor statement of cash flows data for the years ended December 31, 2013, 2012 and 2011 and the selected combined predecessor balance sheet data as of December 31, 2013 and 2012 have been derived from our audited combined predecessor financial statements, which are included elsewhere in this prospectus. The selected combined predecessor statement of operations data for the years ended December 31, 2010 and 2009 and the selected combined predecessor balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from unaudited combined predecessor financial information not included in this prospectus.

The selected combined predecessor statement of operations data and the selected combined predecessor statement of cash flows data for the six months ended June 30, 2014 and 2013 and the selected combined predecessor balance sheet data as of June 30, 2014 are derived from our unaudited combined predecessor financial statements, which are included elsewhere in this prospectus. We prepared our unaudited combined predecessor financial statements on the same basis as our audited combined predecessor financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary to present fairly our predecessor's financial position and results of operations for the unaudited periods. Operating results for the six-month periods are not necessarily indicative of results for a full financial year, or any other periods, including future periods.

	Six months ended June 30,			Year Ended December 31,

	2014			2013			2012			2011			2010			2009
	(In thousands)
Statement of Operations Data:
Net sales	$	597,347		$	1,124,363		$	1,177,621		$	1,221,007		$	1,181,212		$	1,296,362
Cost of good sold		505,892			984,695			1,060,668			1,097,410			1,056,870			1,192,288


Gross profit	$	91,455		$	139,668		$	116,953		$	123,597		$	124,342		$	104,074




Selling, general and administrative expenses		(76,309	)		(137,635	)		(153,760	)		(158,270	)		(174,331	)		(197,100	)
Income (loss) from operations		20,352			(249,898	)		(36,641	)		(52,510	)		(65,913	)		(2,110,694	)
Net income (loss)	$	14,929		$	(252,711	)	$	(59,209	)	$	(58,101	)	$	(97,848	)	$	(2,236,159	)

	As of June 30,		As of December 31,

	2014		2013		2012		2011		2010		2009
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	28,997	$	22,821	$	21,960	$	25,568	$	3,779	$	22,723
Trade receivables, net		211,072		167,893		179,694		186,786		204,107		201,998
Inventories, net		237,654		205,342		226,967		239,447		270,430		300,112
Property, plant and equipment, net		722,854		735,351		788,105		878,026		934,557		1,028,341
Total assets		1,415,409		1,345,197		1,697,367		1,836,914		1,965,025		2,148,044
Total liabilities		335,351		296,369		312,123		315,492		295,483		302,882
Total parent company net investment		1,080,058		1,048,828		1,385,244		1,521,423		1,669,555		1,845,163

The unaudited pro forma combined financial information and the related notes should be read in conjunction with our audited and unaudited combined predecessor financial statements and the notes thereto appearing elsewhere in this prospectus, as well as "Capitalization," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions," "Description of Certain Indebtedness" and the other financial information included elsewhere in this prospectus.

The following unaudited pro forma combined financial information consists of unaudited pro forma combined statement of operations data for the six months ended June 30, 2014 and for the years ended December 31, 2013, 2012 and 2011 and unaudited pro forma combined balance sheet data as of June 30, 2014. The unaudited pro forma combined financial information has been derived by application of pro forma adjustments to our historical combined predecessor financial statements included elsewhere in this prospectus.

The Company was formed on August 14, 2014 and has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Therefore, we believe that a presentation of the historical results of the Company would not be meaningful. Accordingly, the following presents the pro forma financial information for HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom. HeidelbergCement holds all of the historical assets and liabilities related to the business that the Company will acquire.

We have included the unaudited pro forma combined financial information to reflect the following, on a pro forma basis:

We have accounted for the retention of assets and liabilities described above, using the predecessor values, given that these will be transactions between entities under common control. Any difference between the consideration given and the aggregate book value of the assets and liabilities of the acquired entities as of the date of the transaction will be reflected as an adjustment to parent company net investment. We present herein pro forma statements of operations for the years ended December 31, 2013, 2012 and 2011, which are the same periods included in our audited combined predecessor financial statements.

The events above are described in more detail in the notes to this "Unaudited Pro Forma Combined Financial Information."

The unaudited pro forma combined financial information is presented for illustrative purposes only and reflects estimates and certain assumptions made by our management that are considered reasonable under the circumstances as of the date of this prospectus and which are based on the information available at the time of the preparation of the unaudited pro forma combined financial information. Actual adjustments may differ materially from the information presented herein. The unaudited pro forma combined financial information does not purport to represent what our combined income statement and combined statement of financial position would have been if the relevant transactions had occurred on the dates indicated and is not intended to project our consolidated results of operations or consolidated financial position for any future period or date.

We have calculated earnings per share assuming a total of ordinary shares outstanding after the consummation of this offering. Since our predecessor is a combination of entities under common control and did not have any share capital as of December 31, 2013, 2012 and 2011, we have not calculated earnings per share on a historical basis.

Hanson Building Products

Unaudited Pro Forma Combined Statement Of Operations

For the Six Months Ended June 30, 2014

(In Thousands, Except Per Share Data)

	Historical			HeidelbergCement Retained Assets(1)			New Indebtedness(2)	Corporate Separation Transactions(3)	Pro Forma

Net sales	$	597,347		$	(46,274	)	$	$	$
Cost of goods sold		505,892			(45,121	)


Gross profit		91,455			(1,153	)
Selling, general and administrative expenses		(76,309	)		2,250
Impairment and restructuring charges		(110	)		—
Equity in earnings (loss) of investee		741			—
Gain (loss) on sale of property, plant and equipment and business, net		2,887			(175	)
Other operating income		1,688			(1,035	)


Income from operations		20,352			(113	)
Other income (expenses)
Other income (expenses), net		(1,058	)		28


Income from continuing operations before income taxes		19,294			(85	)
Income tax expense		(4,789	)		519


Income from continuing operations		14,505			434


Discontinued operations
Income from discontinued operations (including gain (loss) on HeidelbergCement Retained Assets)		424			—
Income tax benefit (expense) from discontinued operations		—			—


Gain (loss) on discontinued operations, net of income tax		424			—


Net income	$	14,929		$	434		$	$	$




Net income per share, basic and diluted:
Basic									$
Diluted									$
Weighted average shares outstanding:
Basic									$
Diluted									$

Hanson Building Products

Unaudited Pro Forma Combined Statement Of Operations

For the Year Ended December 31, 2013

(In Thousands, Except Per Share Data)

	Historical			HeidelbergCement Retained Assets(1)			New Indebtedness(2)	Corporate Separation Transactions(3)	Pro Forma

Net sales	$	1,124,363		$	(73,901	)	$	$	$
Cost of goods sold		984,695			(77,081	)


Gross profit		139,668			3,180
Selling, general and administrative expenses		(137,635	)		4,453
Impairment and restructuring charges		(267,131	)		6,295
Equity in earnings (loss) of investee		221			—
Gain (loss) on sale of property, plant and equipment and business, net		8,674			(607	)
Other operating income		6,305			759


Loss from operations		(249,898	)		14,080
Other income (expenses)
Other income (expenses), net		270			750


Loss from continuing operations before income taxes		(249,628	)		14,830
Income tax expense		(3,069	)		(4,934	)


Loss from continuing operations		(252,697	)		9,896


Discontinued operations
Loss from discontinued operations (including loss on disposal of $(174))		(14	)		—
Income tax benefit from discontinued operations		—			—


Gain (loss) on discontinued operations, net of income tax		(14	)		—


Net loss	$	(252,711	)	$	9,896		$	$	$




Net loss per share, basic and diluted:
Basic									$
Diluted									$
Weighted average shares outstanding:
Basic									$
Diluted									$

Hanson Building Products

Unaudited Pro Forma Combined Statement Of Operations

For the Year Ended December 31, 2012

(In Thousands, Except Per Share Data)

	Historical			HeidelbergCement Retained Assets(1)			New Indebtedness(2)	Corporate Separation Transactions(3)	Pro forma

Net sales	$	1,177,621		$	(78,484	)	$	$	$
Cost of goods sold		1,060,668			(87,447	)


Gross profit		116,953			8,963
Selling, general and administrative expenses		(153,760	)		4,865
Impairment and restructuring charges		(22,441	)		7,963
Equity in losses of equity method investee		(870	)		—
Gain (loss) on sale of property, plant and equipment and business, net		17,741			(3,161	)
Other operating income		5,736			1,504


Loss from operations		(36,641	)		20,134
Other income (expenses)
Other income (expense), net		(1,328	)		(239	)


Loss from continuing operations before income taxes		(37,969	)		19,895
Income tax expense		(4,373	)		(6,782	)


Loss from continuing operations		(42,342	)		13,113


Discontinued operations
Loss from discontinued operations (including loss on disposal of ($15,553)		(18,841	)		—
Income tax benefit from discontinued operations		1,974			—


Gain (loss) on discontinued operations, net of income tax		(16,867	)		—


Net loss	$	(59,209	)	$	13,113		$	$	$




Net loss per share, basic and diluted:
Basic									$
Diluted									$
Weighted average shares outstanding:
Basic									$
Diluted									$

Hanson Building Products

Unaudited Pro Forma Combined Statement Of Operations

For the Year Ended December 31, 2011

(In Thousands, Except Per Share Data)

	Historical			HeidelbergCement Retained Assets(1)			New Indebtedness(2)	Corporate Separation Transactions(3)	Pro Forma

Net sales	$	1,221,007		$	(85,675	)	$	$	$
Cost of goods sold		1,097,410			(93,177	)


Gross profit		123,597			7,502
Selling, general and administrative expenses		(158,270	)		5,485
Impairment and restructuring charges		(31,062	)		10,464
Gain (loss) on sale of property, plant and equipment and business, net		8,588			(127	)
Other operating income		4,637			1,177


Loss from operations		(52,510	)		24,501
Other income (expenses)
Other income (expenses), net		686			7


Loss from continuing operations before income taxes		(51,824	)		24,508
Income tax expense		(2,108	)		(8,395	)


Loss from continuing operations		(53,932	)		16,113


Discontinued operations
Loss from discontinued operations (including gain on disposal of $382)		(3,300	)
Income tax benefit from discontinued operations		(869	)		—


Gain (loss) on discontinued operations, net of income tax		(4,169	)		—


Net loss	$	(58,101	)	$	16,113		$	$	$




Net loss per share, basic and diluted:
Basic									$
Diluted									$
Weighted average shares outstanding:
Basic									$
Diluted									$

Hanson Building Products

Unaudited Pro Forma Combined Balance Sheet

As of June 30, 2014

(In Thousands, Except Per Share Data)

	Historical		HeidelbergCement Retained Assets(1)			New Indebtedness(2)	Corporate Separation Transactions(3)	Pro Forma

ASSETS
Current assets
Cash and cash equivalents	$	28,997	$	(314	)	$	$	$
Trade receivables		211,072		(30,639	)
Inventories		237,654		(1,120	)
Preferred investment in equity method investee		15,000		—
Related party receivable		617		—
Assets held for sale		13,432		—
Other current assets		10,868		(301	)


Total current assets		517,640		(32,374	)


Non-current assets
Property, plant and equipment, net		722,854		(73,268	)
Goodwill and other intangible assets, net		116,219		—
Investment in equity method investees		47,359		—
Assets held for sale		10,502		(10,502	)
Other long term assets		835		—


Total assets	$	1,415,409	$	(116,144	)	$	$	$




LIABILITIES AND INVESTED EQUITY
Current liabilities
Trade payables	$	126,375	$	(14,443	)	$	$	$
Accrued liabilities		74,454		(2,451	)
Related party payables		20,291		—
Liabilities under asset backed security arrangements		2,501		—
Employee benefit obligations		329		—
Deferred revenue		7,414		(2,467	)
Capital lease liability		3,423		(15	)
Liabilities held for sale		1,572		7,139


Total current liabilities		236,359		(12,237	)


Non-current liabilities
Capital lease liability		17,684		(38	)
Employee benefit obligations		11,997		—
Deferred tax liabilities		10,384		—
Other long term liabilities		58,927		(2,118	)


Total liabilities		335,351		(14,393	)


Parent company net investment
Accumulated other comprehensive income (loss)		29,542		12
Accumulated net contributions from parent		1,050,516		(101,763	)


Total parent company net investment		1,080,058		(101,751	)


Total liabilities and parent company net investment	$	1,415,409	$	(116,144	)	$	$	$

Hanson Building Products

Notes To Unaudited Pro Forma Combined Financial Information

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our audited and unaudited combined predecessor financial statements and the related notes, and our unaudited pro forma combined financial information and the related notes, included elsewhere in this prospectus.

The Company was formed on August 14, 2014 and has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Therefore, we believe that a discussion of the historical results of the Company would not be meaningful. Accordingly, the following analyzes the historical financial information for the United States, Eastern Canada and United Kingdom building products business of HeidelbergCement. HeidelbergCement holds all of the historical assets and liabilities related to the business that the Company will acquire.

Unless otherwise specified, any references that speak as of the period prior to the completion of this offering to "our," "we" and "us" in this discussion and analysis refer to the United States, Eastern Canada and United Kingdom building products business of HeidelbergCement and references to "our," "we" and "us" that speak as of or after completion of this offering refer to Hanson Building Products Limited.

This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements" for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those in "Risk Factors" and in other portions of this prospectus.

The historical combined predecessor financial statements, which are discussed below, are prepared on a stand-alone basis in accordance with U.S. GAAP, are derived from HeidelbergCement's consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributed to HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom and include allocations of expenses from HeidelbergCement.

The combined predecessor statements of operations include expense allocations for certain corporate functions historically provided by HeidelbergCement. Substantially all of our senior management is employed by HeidelbergCement and certain functions critical to our operations are centralized and managed by HeidelbergCement. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, we reside in office space provided by HeidelbergCement. The costs of each of these services have been allocated to us on the basis of our relative net sales or headcount as compared to that of HeidelbergCement depending upon which allocation methodology is

more meaningful for each such service. These allocations are reflected in selling, general and administrative expenses in the combined predecessor statements of operations and totaled $20.7 million and $21.0 million for the six months ended June 30, 2014 and 2013, respectively, and $44.9 million, $48.0 million and $49.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. HeidelbergCement and we consider these allocations to be a reasonable reflection of the utilization of services provided. The allocations may not, however, reflect the expense that we would have incurred as a stand-alone company. We estimate that we would have incurred approximately $37.6 million of selling, general and administrative expenses in 2014 as a stand-alone entity to replace the services provided by HeidelbergCement which have been allocated to us in our combined financial statements. Actual costs that may have been incurred if we had been a stand-alone public company in the six month periods ended June 30, 2014 and 2013, and during the years ended December 31, 2013, 2012 and 2011 would depend on a number of factors, including our chosen organizational structure, what functions were outsourced or performed by our employees and strategic decisions made in areas such as information technology systems and infrastructure. We estimate that our annual selling, general and administrative expenses will increase by approximately $3.5 million as a public company with a one-time cost of approximately $11.3 million in the first year as a public company. These services will be provided pursuant to a transitional services agreement which will become effective at the closing of this offering and will expire in . The allocation of costs described above will be replaced with fees paid to HeidelbergCement for services provided under the transitional service agreement and expenses incurred by us to replace services no longer provided by HeidelbergCement.

Due to these and other changes that we anticipate in connection with this offering, the historical financial information included in this prospectus is not necessarily indicative of our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity that operated independently of HeidelbergCement during the periods presented.

Our operations are organized into the following reportable segments: North America Gravity Pipe & Precast, North America Pressure Pipe, North America Bricks, U.K. Bricks & Blocks and Other.

This segment includes our gravity pipe and precast operations in the United States and Eastern Canada. For the six months ended June 30, 2014 and for the year ended December 31, 2013, our North America Gravity Pipe & Precast segment contributed 33% and 31%, respectively, of our net sales and 33% and 20%, respectively, of our Adjusted EBITDA.

This segment includes our pressure pipe operations in the United States and Eastern Canada. For the six months ended June 30, 2014 and for the year ended December 31, 2013, our North America Pressure Pipe segment contributed 10% and 15%, respectively, of our net sales and (6%) and 27%, respectively, of our Adjusted EBITDA.

This segment includes our brick operations in the United States and Eastern Canada. For the six months ended June 30, 2014 and for the year ended December 31, 2013, our North America Bricks segment contributed 11% and 13%, respectively, of our net sales and 4% and 22%, respectively, of our Adjusted EBITDA.

This segment includes our brick, aircrete block and aggregate block and specialized clay roofing products operations in the United Kingdom. For the six months ended June 30, 2014 and for the year ended December 31, 2013, our U.K. Bricks & Blocks segment contributed 28% and 23%, respectively, of our net sales and 73% and 38%, respectively, of our Adjusted EBITDA.

This segment includes our precast flooring and other precast products business in the United Kingdom, our structural precast and roof tile businesses in the United States and our concrete pavers and external wall insulation businesses in the United Kingdom. For the six months ended June 30, 2014 and for the year ended December 31, 2013, our other operations contributed 18% and 18%, respectively, of our net sales and (4%) and (8%), respectively, of our Adjusted EBITDA.

Our business has been operated as part of HeidelbergCement since 2007. Our assets, liabilities and operating results have been included in the consolidated financial statements of HeidelbergCement since that time. As part of our separation from HeidelbergCement, HeidelbergCement expects to transfer to us the assets and liabilities of its United States, Eastern Canada and United Kingdom building products business reflected in the combined predecessor financial statements included elsewhere in this prospectus with the exception of the retention of certain assets and liabilities by HeidelbergCement, including the Maple Grove structural precast manufacturing business in the United States, the Irvine Whitlock building contracting business in the United Kingdom and 33 excess properties in the United States and the United Kingdom that are classified as assets and liabilities held for sale in our combined predecessor financial statements. We incurred costs and expenses of $(0.2) million and $1.0 million for the six months ended June 30, 2014 and 2013, respectively, and $2.5 million, $3.4 million and $10.3 million for the years ended December 31, 2013, 2012 and 2011, respectively, attributable to the above-described assets to be retained by HeidelbergCement. See "Certain Relationships and Related Party Transactions."

In connection with this offering and our separation from HeidelbergCement, certain defined benefit pension plans which cover our employees will be retained by HeidelbergCement. The amount of pension expense attributable to these pension plans included in costs and expenses in our combined financial statements for the six months ended June 30, 2014 and 2013 was $5.8 million and $6.0 million, respectively, and for the years ended December 31, 2013, 2012 and 2011 was $12.1 million, $15.9 million and $15.7 million, respectively.

Our audited and unaudited combined predecessor financial statements included elsewhere in this prospectus, which are discussed below, reflect the historical financial position, results of operations and cash flows of the business that will be transferred to us from HeidelbergCement pursuant to the separation.

The recent global economic recession generally led to a reduction in our net sales as the residential and non-residential construction industry declined. As a result, we undertook a number of initiatives designed to resize our operations and improve our profitability and operational efficiency.

As part of these initiatives, we disposed of our North America paver business and exited two markets in California in 2012. Net proceeds from the sale of the paver business were $60.6 million, resulting in a loss on sale of $15.4 million. The results of these disposed operations have been classified in our financial statements as discontinued operations.

In addition, we implemented various operational efficiency measures with respect to our business. In the period from January 1, 2009 to June 30, 2014, we closed 48 plants in North America and 15 plants in the United Kingdom. The plant closures were necessary to streamline our manufacturing footprint and reduce overcapacity, reduce our headcount and reduce capital expenditures. Closed plants that have been marketed for sale have been written down to their fair value less costs to sell. These properties are classified as assets held for sale in our financial statements.

We believe that these measures have substantially increased our operational efficiency in our remaining manufacturing plants and will enable us to improve our financial results in future periods.

Although we believe we are well positioned to utilize our excess manufacturing capacity to meet increasing market demand despite our resizing measures and significant headcount reductions undertaken in the last few years, there can be no guarantee that we will be able to respond in a timely manner to increased demand on our manufacturing capacity. In addition, where we are required to quickly react to such increase in demand, the costs associated with the accelerated ramp-up could have an adverse impact on our gross margin.

In July 2012, we entered into a joint venture agreement with Americast, Inc. to form Concrete Pipe & Precast LLC ("CP&P"). We contributed plant assets and related inventory from nine plants as part of the agreement to form CP&P and, in return for the contribution, we obtained a 50% ownership interest in the joint venture. CP&P is engaged primarily in the manufacture, marketing, sale and distribution of concrete pipe and precast products. Its operations are primarily in Virginia, West Virginia, Maryland, North Carolina, South Carolina and Georgia with sales to contiguous states. Upon the contribution of these assets to CP&P, we began to recognize our proportionate share of the joint venture's net income (loss) in the third quarter of 2012 in the "equity earnings (losses) from equity method investees" line of our combined predecessor statements of operations. Prior to contributing these assets to CP&P in July 2012, the results of operations for these assets were included in our net sales, cost of goods sold and gross profit.

Our operating results and financial performance are influenced by a variety of factors, including conditions in the residential, infrastructure and non-residential construction markets, general economic conditions, changes in raw material and energy costs, seasonality and weather conditions and changes in currency exchange rates. Some of the more important factors are discussed below.

Residential and Non-Residential Construction Activities and Infrastructure Spending

Historically, demand for our products has been closely correlated with residential and non-residential construction activities in the United States, Eastern Canada and the United Kingdom. Demand for our pressure pipe and a portion of our precast business has been driven by infrastructure spending in the United States and Eastern Canada. The level of residential construction and renovation activities is influenced by a number of factors, including mortgage availability, interest rates, employment levels, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices, rental prices, housing inventory levels, consumer confidence, seasonal weather factors, government policy and incentives and other general economic factors. Non-residential construction activity is primarily driven by business investment, availability of credit, interest rates and general economic factors. Spending on infrastructure depends on the availability of public funds, which is influenced by various factors, including the level of public debt, interest rates, anticipated tax revenues and the political climate.

In 2008, residential and non-residential construction activities in the markets in which we operate were at historically low levels and, correspondingly, demand for many of our products was weak.

According to the National Association of Homebuilders, the number of total new housing starts in the United States grew from approximately 554,000 units in 2009 to 781,000 units and 925,000 units during 2012 and 2013, respectively. The general macroeconomic environment has significantly improved, as evidenced by management's estimate of the plant capacity utilization within the North America Gravity Pipe & Precast business of 40% in 2010 compared to plant capacity utilization of nearly 54% in the six months ended June 30, 2014. The recovery period for the construction industry in the United States began in 2010 and 2011. The first two years of recovery saw a modest growth in residential construction, with total new housing starts increasing 5.8% in 2010 and 4.4% in 2011. Non-residential construction growth, as measured by millions of square feet put in place, declined 12.4% in 2010 and increased by 3.4% in 2011. In 2012 and 2013, both total new housing starts and non-residential construction increased as the economic recovery continued. Total new housing starts increased 28.2% in 2012 and 18.5% in 2013 while total non-residential construction put in place increased 10.5% in 2012 and 9.1% in 2013. According to the National Association of Homebuilders, this growth is expected to increase with total new housing starts forecasted to increase at a CAGR of 18.5% between 2013 and 2016. Additionally, according to McGraw-Hill, non-residential construction is expected to increase at a CAGR of 12.5% between 2013 and 2016. In the United Kingdom, beginning in the second quarter of 2013, there has been a marked increase in housing market activity. This was stimulated by government intervention increasing home-ownership affordability through a mortgage guarantee program. House prices, housing transactions, mortgage lending and new house building have all increased. In addition, the U.K. brick market is capacity constrained as a result of both ourselves and our competitors taking inefficient capacity offline over the last several years. It is estimated that demand for bricks in the United Kingdom will exceed domestic production capacity (including current idled capacity) in 2015. These factors have allowed us to realize improved pricing, driving higher net sales and Adjusted EBITDA.

We estimate that approximately 40% to 50% of our net sales in the United States are generated through infrastructure projects. Many of these projects are dependent on government funding, including subsidies and stimulus programs. Increases or reductions in governmental funding for infrastructure projects often have a material effect on our net sales and results of operations. For example, the expiration of the Canadian government stimulus package in early 2012 had an adverse impact on the net sales and results of operations of our Canadian operations. In the United States, federal and state government funding for infrastructure projects is usually accomplished through multiyear funding and authorization bills known as highway bills. The current authorization bill, the Moving Ahead for Progress in the 21st Century Act, was originally scheduled to expire in September 2014. In July 2014, the U.S. Congress passed a bill, the Highway and Transportation Funding Act of 2014, which is intended to maintain the U.S. federal infrastructure funding system's solvency through May 2015. It is not known when the U.S. Congress will adopt the next multiyear funding and authorization bill. However, we believe that the aging infrastructure in the United States is expected to require repair or replacement in the coming years. McGraw-Hill estimates that total U.S. spending on streets and highways will grow at a CAGR of 9.3% from 2014 to 2018. Additionally, McGraw-Hill also estimates that U.S. water supply systems spending will grow at a CAGR of 7.2% from 2014 to 2018. We believe that our financial performance will improve as a result of this growth, although there can be no assurance it will.

We derive our sales from both the sale of products which are manufactured to inventory, such as gravity pipe, bricks, concrete blocks and roof tiles, and highly engineered products which are made to order, such as pressure pipe and structural precast. These two components of our business differ in their dynamics. We estimate that in 2013, approximately two-thirds of our net sales were derived from the sale of products which are manufactured to inventory and approximately one-third came from highly engineered products which are made to order. This mix of products varies from period to period. For some of our highly engineered products, we recognize revenue on a percentage of completion method, which amounted to $101.6 million in 2013.

Products which are manufactured to inventory are typically sold on a one-off basis, with volumes and prices determined frequently based on participants' perceptions of short-term supply and demand factors. A shortage of capacity or excess capacity in the industry, or in the regions where we have operations, can result in significant increases or decreases in market prices for these products, often within a short period of time.

By contrast, our project driven business involves highly engineered and customized products with a wide range of contract values, with larger contracts exceeding $40 million. The products for these projects are engineered, manufactured and delivered on the basis of contracts that tend to extend over periods of several months or, in some cases, several years. The timing of the commencement of a project and the progress and completion of work under the contract, therefore, can have a significant effect on our results of operations for a particular period.

Raw material and energy costs constitute a large portion of our manufacturing costs and fluctuations in the prices of these materials affect our results of operations. Our primary raw materials are cement, aggregates, steel and clay. Our raw material costs amounted to $272.5 million, or 24% of our net sales, in 2013. In addition, our manufacturing, especially brick manufacturing, is energy intensive. Our energy costs primarily consist of the cost for the supply of electricity and natural gas used in various manufacturing processes and amounted to $40.3 million, or 7% of our net sales, for the six months ended June 30, 2014 and $68.8 million, or 6% of our net sales, in 2013.

Historically, we have purchased a significant portion of our cement and aggregates from HeidelbergCement and purchased the remainder of our cement and aggregates from third-party suppliers. In connection with this offering, we intend to enter into a supply agreement for cement with HeidelbergCement. While we do not hedge against steel prices, we typically buy approximately two months of steel in advance in the open market from multiple third-party suppliers for the North America Gravity Pipe & Precast segment. For North America Pressure Pipe segment, we pre-purchase steel for large pressure pipe projects. A substantial portion of the clay that is used in the production of bricks by our North America Bricks and U.K. Bricks & Blocks segments is obtained from properties that are owned by the Company. For these clay reserves, the Company is responsible for the costs to mine the reserves and any reclamation costs. These costs are all included in cost of goods sold.

We do not generally hedge our raw material purchases, except that we may increase our inventory of certain materials in the short term in anticipation of future price increases. Prices for energy, including natural gas and electricity, have been volatile in recent years and have been a driver of our raw material and energy costs in the past. We generally purchase natural gas and electricity at spot prices in the open market. In the United Kingdom, from time to time, we enter into forward contracts with respect to our energy costs. While we base forward buying decisions on a number of factors, historically we have been governed by HeidelbergCement's forward buying policy. HeidelbergCement's policy provides various percentage levels four quarters ahead at a reducing scale each quarter. However, as a public company, we may re-evaluate our hedging strategy.

We attempt to pass on price increases of raw materials, energy and certain other manufacturing costs to our customers. We typically revise prices as new customer agreements are negotiated throughout the year in order to, among other things, reflect increases in raw material costs. In addition, certain of our customer contracts, primarily in our projects business, contain price modification mechanisms pursuant to which we may increase the prices of our products to follow corresponding increases in raw material costs. As a result, we believe we have been able to manage our exposures to fluctuations in our raw material and energy costs, although there can be no assurance that we will continue to be able to do so in the future.

The construction industry, and therefore demand for building products, is typically seasonal and dependent on weather conditions, with periods of frost, snow or heavy rain negatively affecting

construction activity. This applies particularly in the more northern markets in which we operate, such as Eastern Canada, the United Kingdom and the northeastern and midwestern United States. Lower demand for our products tends to occur in periods of cold weather, particularly during winter, and such conditions or other unfavorable weather conditions generally lead to seasonal fluctuations in our quarterly financial results. Historically, our net sales in the second and third quarters have been higher than in the other quarters of the year, particularly the first quarter.

Construction activity can be affected in any particular period by adverse weather conditions, hurricanes, severe storms, torrential rains, floods, natural disasters and similar events. Unfavorable weather conditions during peak construction periods can result in a material reduction in demand for our products and consequently have an adverse effect on our net sales. Public holidays and vacation periods constitute an additional factor that may exacerbate certain seasonality effects, as building projects or industrial manufacturing processes may temporarily cease. Results of a fiscal quarter might therefore not be a reliable basis for the expectations of a full fiscal year and may not be comparable with the results in the other fiscal quarters in the same year or previous years.

Since our results are reported in U.S. dollars, exchange rate movements may affect our reported net income or loss, assets and cash balances. In the ordinary course of business, we typically buy and sell in the local currency and we do not enter into hedging transactions to hedge this risk. Approximately 49% and 47% of our combined net sales were received or denominated in foreign currencies (primarily the British pound and the Canadian dollar) for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. Consequently, our reported net income or loss could fluctuate materially as a result of changes in foreign currency rates.

Net sales consist of the consideration received or receivable for the sale of products in the ordinary course of business and include the billable costs of delivery of our products to customers, net of discounts given to the customer. Net sales include any outbound freight charged to the customer, which amounted to $90.4 million in 2013. Revenue on long-term engineering and construction contracts in our structural precast as well as building contracting businesses is recognized under the percentage-of-completion method. See Note 2 to our audited combined predecessor financial statements included elsewhere in this prospectus. Certain of our businesses, primarily our pressure pipe business, also enter into agreements to provide inventory to customers for long-term construction projects. With respect to these agreements, we recognize revenue upon shipment of the respective goods, whereas billings are based on contract terms and may or may not coincide with shipments, which gives rise to either unbilled or deferred revenue.

Cost of goods sold is comprised of raw materials (cement, aggregates, steel and clay), labor, energy, depreciation and amortization, outbound freight for delivery of products to end users and other charges such as inbound freight and supplies. In 2013, raw materials, energy, outbound freight, and depreciation and amortization totaled $272.5 million, $68.8 million, $90.4 million, and $54.2 million, respectively.

Selling, general and administrative expenses include expenses for sales, marketing, legal, accounting and finance services, human resources, customer support, treasury and other general corporate services. See "—Basis of Presentation" for a description of the expense allocation for certain corporate and other functions historically provided to us by HeidelbergCement.

Gain on sale of property, plant and equipment, net includes the net gain or loss on the sale of assets including property, plant and equipment and sales of businesses that do not otherwise qualify as discontinued operations.

The remaining categories of operating income and expenses consist of scrap income (associated with scrap from the manufacturing process or remaining scrap after plants are closed), rent income, income from the sale of carbon dioxide emission credits in the United Kingdom and income generated from exhausted clay quarries that are used for landfill.

Historically, we have incurred an insignificant amount of interest expense in connection with our capital leases. In the future, however, we expect to incur substantial interest expense under our new credit facility.

Income tax expense consists of federal, state, provincial, local and foreign taxes based on income in the jurisdictions in which we operate. Historically, our subsidiaries in the United Kingdom and Eastern Canada have filed their own separate tax returns, while our U.S. subsidiaries were included in HeidelbergCement's U.S. consolidated federal and state income tax returns. In the combined predecessor financial statements, income tax benefit (expense) is calculated as if our U.S. subsidiaries filed separate tax returns. In the past, our subsidiaries in the United Kingdom were eligible to claim group relief under U.K. tax rules with HeidelbergCement. After our separation from HeidelbergCement, our subsidiaries will only be eligible to claim group relief under U.K. tax rules with each other, which may cause our income taxes payable in the United Kingdom to increase.

Assuming our separation from HeidelbergCement constitutes a change in ownership under Section 382 of the Internal Revenue Code, use of our pre-separation U.S. federal net operating losses, or NOLs, to offset taxable income from post-separation operations may be limited. Similar limitations may also exist under the laws of certain states in which we operate. Any limitation of our ability to use our accumulated pre-separation U.S. federal NOLs may cause our income tax payable in the United States to increase.

We will enter into a tax receivable agreement with HeidelbergCement prior to our separation from HeidelbergCement whereby we will be obligated to make annual payments to HeidelbergCement equal to 85% of the U.S. federal tax benefit realized from the utilization of NOLs that were generated when we were owned by HeidelbergCement and filed as part of the consolidated HeidelbergCement U.S. federal group tax return. The determination of the amount payable to HeidelbergCement will be based on an annual calculation comparing the U.S. federal cash taxes which would have been payable without the benefit of applying any pre-separation U.S. federal NOLs to the actual cash taxes paid for such tax year. The amount payable to HeidelbergCement will equal 85% of the excess of the U.S. federal cash taxes which would have been payable without the application of pre-separation NOLs over the actual U.S. federal cash taxes paid for the tax year.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin, which are non-GAAP financial measures, have been included in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, U.S. GAAP. We calculate EBITDA as net income from continuing operations attributable to the Company before interest, income taxes, depreciation and amortization. We calculate Adjusted EBITDA as EBITDA before non-cash items, including impairment charges and (gains)/losses on the sale of property, plant and equipment and certain other income and expenses, such as transaction-related costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales. We calculate Pro Forma Adjusted EBITDA as Adjusted EBITDA modified to reflect the items described in the table below. Items described in the table primarily relate to operating as a stand-alone company, independent of HeidelbergCement. Pro Forma Adjusted EBITDA margin represents Pro Forma Adjusted EBITDA as a percentage of net sales.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are included in this prospectus because they are key metrics used by management to assess our financial performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. In addition to executive performance assessments, we use Adjusted EBITDA and Pro Forma Adjusted EBITDA to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions and compare our performance relative to our peers.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are non-GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP and they should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Additionally, EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are not intended to be measures of free cash flow for management's discretionary use, as they do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash flow costs that may recur in the future. EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin contain certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replenish assets being depreciated. In evaluating Adjusted EBITDA and Pro Forma Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Pro Forma Adjusted EBITDA should not be construed to imply that our future results will be unaffected by such adjustments. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin supplementally. Our measures of EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro

Forma Adjusted EBITDA margin are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

	Six Months Ended June 30						Fiscal Year Ended December 31

	2014			2013			2013			2012			2011
	(unaudited)
	(In thousands, except percentages)

Income (loss) from continuing operations	$	14,505		$	8,818		$	(252,697	)	$	(42,342	)	$	(53,932	)
Income tax expense		4,789			67			3,069			4,373			2,108
Depreciation & amortization		28,510			28,912			57,066			66,198			70,544


EBITDA		47,804			37,797			(192,562	)		28,229			18,720
Impairment and restructuring charges		110			3,625			267,131			22,441			31,062
Gain on sale of property, plant and equipment and business, net		(2,887	)		(1,998	)		(8,674	)		(17,741	)		(8,588	)
Transaction-related costs		6,386			—			—			—			—


Adjusted EBITDA	$	51,413		$	39,424		$	65,895		$	32,929		$	41,194




Adjusted EBITDA margin		8.6	%		6.9	%		5.9	%		2.8	%		3.4	%

				Fiscal Year Ended December 31

	Latest Twelve Months Ended June 30, 2014			Fiscal Year Ended December 31
	Latest Twelve Months Ended June 30, 2014			2013			2012			2011
	(unaudited)
	(In thousands)
Adjusted EBITDA	$	77,885	⁽¹⁾	$	65,895		$	32,929		$	41,194
Stand-alone cost savings⁽²⁾		7,720			8,642			13,692			14,221
Pension plan cost savings⁽³⁾		11,843			12,081			15,934			16,795
CP&P depreciation and amortization⁽⁴⁾		4,052			4,013			1,843			—
Costs attributable to retained assets⁽⁵⁾		1,314			2,504			7,046			15,161
Identifiable non-recurring transactions & other		1,525			(3,622	)		3,675			3,925


Pro Forma Adjusted EBITDA	$	104,340		$	89,511		$	75,118		$	91,296




Pro Forma Adjusted EBITDA margin		9.0	%		8.3	%		5.6	%		6.7	%

The following table summarizes certain financial information relating to our operating results that have been derived from our combined predecessor financial statements for the six months ended

June 30, 2014 and 2013. Also included is certain information relating to the operating results as a percentage of net sales.

	Six Months Ended June 30, 2014					Six Months Ended June 30, 2013

	(unaudited) (In thousands)
Combined Statements of Income Data:
Net sales	$	597,347		100.0	%	$	573,990		100.0	%	4.1	%
Cost of goods sold		505,892		84.7			497,577		86.7		1.7


Gross profit		91,455		15.3			76,413		13.3		19.7
Selling, general and administrative expenses		(76,309	)	12.8			(69,206	)	12.1		10.3
Impairment and restructuring charges		(110	)	—			(3,625	)	0.6		NM
Equity earnings (losses) from equity method investee		741		0.1			111		—		NM
Gain on sale of property, plant and equipment and business, net		2,887		0.5			1,998		0.3		44.5
Other operating income		1,688		0.3			3,062		0.5		(44.9	)


		(71,103	)	11.9			(67,660	)	11.8		5.1


Income from operations		20,352		3.4			8,753		1.5		132.5
Other income (expense)
Other income (expense), net		(1,058	)	(0.2	)		132		—		NM


Income from continuing operations before income taxes		19,294		3.2			8,885		1.5		117.2
Income tax expense		(4,789	)	0.8			(67	)	—		NM


Income from continuing operations		14,505		2.4			8,818		1.5		64.5


Discontinued operations
Income (loss) from discontinued operations		424		0.1			(242	)	—		(275.2	)


Gain (loss) on discontinued operations, net of income tax		424		0.1			(242	)	—		(275.2	)


Net income	$	14,929		2.5	%	$	8,576		1.5	%	74.1	%

Net sales increased by $23.4 million, or 4.1%, to $597.3 million in the six months ended June 30, 2014 from $574.0 million in the six months ended June 30, 2013. This increase was attributable to an increase of $31.8 million in the North America Gravity Pipe & Precast segment and an increase of $37.7 million in the U.K. Bricks & Blocks segment. This increase was partially offset by a decrease of $52.8 million in the North America Pressure Pipe segment. The North America Gravity Pipe & Precast operations benefited from price increases implemented in 2013 and favorable market conditions due, in part, to warmer weather. The U.K. Bricks & Blocks segment benefited from an improved U.K. economic environment, resulting in strong demand and constrained industry capacity, which allowed us to increase sales volumes and to realize higher average sales prices. Net sales in the North America Pressure Pipe segment declined due to project related delays in shipment from the first to the second half of 2014.

Gross profit increased by $15.1 million, or 19.7%, to $91.5 million in the six months ended June 30, 2014 from $76.4 million in the six months ended June 30, 2013. Gross profit margin increased

to 15.3% in the six months ended June 30, 2014 from 13.3% in the six months ended June 30, 2013, largely as a result of improvement in our U.K. Bricks & Blocks segment. Gross profit in the United Kingdom increased by approximately $28.7 million, while gross profit in the North American Segments decreased by approximately $13.7 million, primarily due to a decline in the North America Pressure Pipe segment. In the United Kingdom, gross margins increased due to higher average sales prices and favorable market conditions, especially for bricks.

Selling, general and administrative expenses increased by $7.1 million, or 10.3%, to $76.3 million in the six months ended June 30, 2014 from $69.2 million in the six months ended June 30, 2013. As a percentage of net sales, selling, general and administrative expenses increased by 0.7 percentage points to 12.8% in the first half of 2014 from 12.1% in the first half of the prior year. This increase was due to higher professional fees of $6.4 million for nonrecurring transaction costs related to legal and accounting services. Excluding transaction-related costs in connection with the preparation of this public offering, these expenses would have been 11.7% of net sales during the six months ended June 30, 2014.

Impairment and restructuring charges in the six months ended June 30, 2013 totaled $3.6 million and related mainly to the North America Gravity Pipe & Precast, North America Pressure Pipe and U.K. Bricks & Blocks segments. These charges were primarily attributable to restructuring expenses of $2.1 million in the United States and Eastern Canada and $0.8 million in the United Kingdom. Additionally, there was $0.7 million in impairment charges for tangible fixed assets in the United States and Eastern Canada.

Our gain on sale of property, plant and equipment and business, net in the six months ended June 30, 2014 of $2.9 million, related primarily to asset sales associated with three manufacturing plants, consisting of one plant in each of the North America Gravity Pipe & Precast segment, the North America Pressure Pipe segment and the North America Bricks segment. In the six months ended June 30, 2013, our net gain on sale of property, plant and equipment and business of $2.0 million related mainly to asset and equipment sales at four plants within the North America Gravity Pipe & Precast segment.

Our income tax expense increased by $4.7 million to $4.8 million in the six months ended June 30, 2014 from $0.1 million in the six months ended June 30, 2013. This increase was primarily due to an 85% increase in income from continuing operations before taxes. The increase in income taxes was predominantly within the Canadian and U.K. businesses as our U.S. businesses continue to record valuation allowances against its net deferred tax assets. Our effective tax rate was 23.5% in the six months ended June 30, 2014, compared to 0.8% in the six months ended June 30, 2013. The effective tax rate increased due to valuation allowances on capital losses recorded in the United Kingdom in 2013 as well as lower tax benefits in 2014 compared to 2013 by our U.K. subsidiary derived from loans with HeidelbergCement.

We realized a gain on discontinued operations in the six months ended June 30, 2014 of $0.4 million, but incurred a loss of $0.2 million in the six months ended June 30, 2013. The income in

2014 primarily relates to one plant in our Other segment which was sold in 2012. In 2014, income was recognized on a retained liability that was reassigned to the purchaser.

Net income increased by $6.4 million, or 74.1%, to $14.9 million in the six months ended June 30, 2014 from $8.6 million in the six months ended June 30, 2013 due to favorable market conditions in the United Kingdom resulting in an increase of net income of $21.0 million for the U.K. Bricks & Blocks segment. Further, favorable market conditions in the United States resulted in an $8.6 million increase in the North American Gravity Pipe & Precast segment. These increases were offset by a decline in net income of $20.3 million in the North American Pressure Pipe segment due to the project related shipment delays in the first half of 2014.

	North America Gravity Pipe & Precast			North America Pressure Pipe			North America Bricks			U.K. Bricks & Blocks			Other			Total

	(unaudited) (In thousands)
For the Six Months Ended June 30, 2014:
Net sales	$	196,067		$	58,409		$	66,016		$	165,994		$	110,861		$	597,347
Income (loss) from continuing operations before income taxes		6,198			(4,730	)		(4,899	)		26,680			(3,955	)		19,294
Depreciation and amortization		8,755			2,511			6,515			9,012			1,717			28,510


EBITDA		14,953			(2,219	)		1,616			35,692			(2,238	)		47,804
Gain on sale of property, plant and equipment		(299	)		(1,696	)		(382	)		(509	)		(1	)		(2,887	)
Impairment and restructuring		—			—			—			110			—			110
Transaction related costs		2,287			681			770			2,232			416			6,386


Adjusted EBITDA	$	16,941		$	(3,234	)	$	2,004		$	37,525		$	(1,823	)	$	51,413




For the Six Months Ended June 30, 2013:
Net sales	$	164,285		$	111,204		$	71,883		$	128,301		$	98,317		$	573,990
Income (loss) from continuing operations before income taxes		(2,961	)		16,015			(2,407	)		422			(2,184	)		8,885
Depreciation and amortization		9,036			2,485			7,336			8,360			1,695			28,912


EBITDA		6,075			18,500			4,929			8,782			(489	)		37,797
(Gain) loss on sale of property, plant and equipment		(1,673	)		11			(201	)		(26	)		(109	)		(1,998	)
Impairment and restructuring		1,763			710			320			704			128			3,625


Adjusted EBITDA	$	6,165		$	19,221		$	5,048		$	9,460		$	(470	)	$	39,424

Net sales increased by $31.8 million, or 19.3%, to $196.1 million in the six months ended June 30, 2014 from $164.3 million in the six months ended June 30, 2013. This increase was primarily due to market improvement in the United States as well as price increases in late 2013 and early 2014.

Income from continuing operations before income taxes was $6.2 million in the six months ended June 30, 2014, compared to a loss of $3.0 million in the six months ended June 30, 2013, primarily due to favorable market conditions, which allowed us to increase sales volumes and implement price increases. Additionally, cost of goods sold, as a percentage of net sales, decreased from 87% in the six months ended June 30, 2013 to 85% in the six months ended June 30, 2014 due to increased plant efficiencies resulting from higher production volumes.

Adjusted EBITDA increased by $10.8 million, or 174.8%, to $16.9 million in the six months ended June 30, 2014 from $6.2 million in the six months ended June 30, 2013. As a percentage of net sales, Adjusted EBITDA increased by 5 percentage points from 4% to 9%. This increase was primarily due to higher sales and increased plant efficiencies with higher production volumes in the first half of 2014.

Net sales decreased by $52.8 million, or 47.5%, to $58.4 million in the six months ended June 30, 2014 from $111.2 million in the six months ended June 30, 2013. The majority of the decrease was driven by delays in shipment from the first to the second half of 2014.

Income (loss) from continuing operations before income taxes decreased by $20.7 million, or 129.5%, to a loss of $(4.7) million in the six months ended June 30, 2014 from income of $16.0 million in the six months ended June 30, 2013 due to project related shipment delays.

Adjusted EBITDA decreased by $22.5 million, or 116.8%, to $(3.2) million in the six months ended June 30, 2014 from $19.2 million in the six months ended June 30, 2013. The decrease was driven by project related shipment delays.

Net sales decreased by $5.9 million, or 8.2%, to $66.0 million in the six months ended June 30, 2014 from $71.9 million in the six months ended June 30, 2013. Net sales in Eastern Canada decreased $5.0 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013. This decrease was primarily due to unfavorable winter weather conditions in Canada in early 2014, which delayed shipments, job site availability and preparation of residential lots by home builders during the first half of 2014.

Loss from continuing operations before income taxes increased by $2.5 million, or 103.5%, to a loss of $4.9 million in the six months ended June 30, 2014 from a loss of $2.4 million in the six months ended June 30, 2013. Our loss increased primarily due to lower net sales in Eastern Canada as shipments were delayed in the six months ended June 30, 2014 due to unfavorable winter weather conditions.

Adjusted EBITDA decreased by $3.0 million, or 60.3%, to $2.0 million in the six months ended June 30, 2014 from $5.1 million in the six months ended June 30, 2013. As a percentage of net sales, Adjusted EBITDA decreased by 4 percentage points from 7% to 3%. Adjusted EBITDA decreased primarily as a result of lower sales and shipment volume due to the unfavorable winter weather conditions in the current period when compared to the same period in the prior year.

Net sales increased by $37.7 million, or 29.4%, to $166.0 million in the six months ended June 30, 2014 from $128.3 million in the six months ended June 30, 2013. The net sales increase was primarily due to improved market conditions and related capacity constraints in the industry in the United Kingdom, which led to an increase in sales volumes and higher sales prices for bricks and blocks.

Income from continuing operations before income taxes increased by $26.3 million to $26.7 million in the six months ended June 30, 2014 from $0.4 million in the six months ended June 30, 2013. This increase was primarily due to increases in sales prices and volume shipped.

Adjusted EBITDA increased by $28.1 million to $37.5 million in the six months ended June 30, 2014 from $9.5 million in the six months ended June 30, 2013. As a percentage of net sales, Adjusted EBITDA increased by 16 percentage points to 23% from 7%. This increase was primarily due to favorable market conditions during the six months ended June 30, 2014, which resulted in improved pricing for both brick and block products along with higher volumes for bricks and blocks.

The following table summarizes certain financial information relating to our operating results that have been derived from our combined predecessor financial statements for the years ended

December 31, 2013 and 2012. Also included is certain information relating to the operating results as a percentage of net sales.

	Year Ended December 31, 2013					Year Ended December 31, 2012

	(In thousands)
Combined Statements of Income Data:
Net sales	$	1,124,363		100.0		$	1,177,621		100.0		(4.5	)
Cost of goods sold		984,695		87.6			1,060,668		90.1		(7.2	)


Gross profit		139,668		12.4			116,953		9.9		19.4


Selling, general and administrative expenses		(137,635	)	12.2			(153,760	)	13.1		(10.5	)
Impairment and restructuring charges		(267,131	)	23.8			(22,441	)	1.9		1,090.4
Equity earnings (losses) from equity method investee		221		—			(870	)	(0.1	)	(125.4	)
Gain on sale of property, plant and equipment and business, net		8,674		0.8			17,741		1.5		(51.1	)
Other operating income		6,305		0.6			5,736		0.5		9.9


		(389,566	)	34.6			(153,594	)	13.0		153.6


Loss from operations		(249,898	)	(22.2	)		(36,641	)	(3.1	)	582.0
Other income (expense)
Other income (expense), net		270		—			(1,328	)	(0.1	)	(120.3	)


Loss from continuing operations before income taxes		(249,628	)	(22.2	)		(37,969	)	(3.2	)	557.5
Income tax expense		(3,069	)	0.3			(4,373	)	0.4		(29.8	)


Loss from continuing operations		(252,697	)	(22.5	)		(42,342	)	(3.6	)	496.8


Discontinued operations
Loss from discontinued operations (including gain (loss) on disposal of $(174) and $(15,553) respectively)		(14	)	—			(18,841	)	(1.6	)	(99.9	)
Income tax benefit (expense) from discontinued operations		—		—			1,974		0.2		—


Gain (loss) on discontinued operations, net of income tax		(14	)	—			(16,867	)	(1.4	)	(99.9	)


Net loss	$	(252,711	)	(22.5	)%	$	(59,209	)	(5.0	)%	326.8	%

Net sales decreased by $53.3 million, or 4.5%, to $1,124.4 million in 2013 from $1,177.6 million in 2012. This decrease was primarily due to declines in the North America Gravity Pipe & Precast segment of $56.9 million and in the North America Pressure Pipe segment of $12.6 million, offset by higher net sales in each of the remaining segments. A decline in net sales of $29.1 million was due to the nine plants that were contributed to the CP&P joint venture in the third quarter of 2012. In addition, as a part of our cost reduction initiatives, eleven plants were closed resulting in a decline in net sales of $28.6 million in the North America Gravity Pipe & Precast segment.

Gross profit increased by $22.7 million, or $19.4%, to $139.7 million in 2013 from $117.0 million in 2012. Of this increase, $17.5 million was associated with the United States and Eastern Canada while the remaining $5.2 million was associated with the United Kingdom. The increase in the United States and Eastern Canada is largely due to the plant closures within the North America Gravity Pipe & Precast segment in 2012, including the nine plants that were contributed to the CP&P joint venture in the third quarter of 2012. The increase in the United Kingdom is due to the brick business as it was favorably affected by increases in construction activity, particularly in home building.

Selling, general and administrative expenses decreased by $16.1 million, or 10.5%, to $137.6 million in 2013 from $153.8 million in 2012. As a percentage of net sales, selling, general and administrative expenses decreased by 0.9 percentage points to 12.2% from 13.1%. The decrease in the United States and Eastern Canada totaled $11.0 million and primarily related to plant closures and the nine plants that were contributed to the CP&P joint venture. There was a decline in both headcount and net sales resulting from these plant closures, which led to a corresponding reduction of allocated expenses. The United Kingdom had a decrease of $4.8 million, due to reductions in our workforce and lower depreciation due to assets becoming fully depreciated at the beginning of 2013.

Impairment and restructuring charges in 2013 of $267.1 million related primarily to the impairment of goodwill associated with our North America Pressure Pipe segment totaling $236.7 million, as well as closure of plants, fixed asset impairments and restructuring charges associated with severance costs. The goodwill associated with our North America Pressure Pipe segment was pushed down to this segment in connection with the 2007 acquisition of Hanson PLC by HeidelbergCement. The goodwill impairment included 100% of the then net book value of the goodwill within the North America Pressure Pipe segment. Projected cash flows related to this business were reduced from those previously projected because of a slowdown in major projects for water transmission and at power plants. In 2012, impairment and restructuring charges of $22.4 million related mainly to employee severance costs of $9.3 million and $13.2 million of fixed asset impairment charges resulting from the shut down of plants due to our decision to consolidate facilities.

Our net gain on the sale of property, plant and equipment and business in 2013 was $8.7 million and related primarily to gains from the sale of fixed assets previously held in the North America Gravity Pipe & Precast segment and a gain on the sale of one plant in the United Kingdom. In 2012, our net gain on sale of property, plant and equipment and business totaled $17.7 million, of which North America contributed approximately $10 million primarily due to gains associated with the contribution of the plants to the CP&P joint venture, the sale of two plants within the North America

Gravity Pipe & Precast segment and a $7.8 million gain on the sale of land and buildings at three plant sites in the United Kingdom.

Our income tax expense decreased by $1.3 million, or 29.8%, to $3.1 million in 2013 from $4.4 million in 2012. This decrease was due to a reduction in income tax expense from our entities in Eastern Canada of $4.6 million, which resulted from a 55% reduction of income before tax from our operations in Eastern Canada in 2013. This was partially offset by an increase in income tax expense from our U.K. operations of $3.0 million resulting mainly from the increase of valuation allowances on realized capital losses and lower tax benefits recorded from loans with U.K. affiliates of HeidelbergCement compared to 2012. Income tax expense of our U.S. operations was consistent in 2013 and 2012.

Our effective tax rate was 1.2% in 2013, compared to 11.5% in 2012. The decrease in the effective tax rate in 2013 is mainly related to the increase in the valuation allowances on capital losses recorded in the United Kingdom in 2013 as well lower tax benefits recorded by our U.K. subsidiary derived from loans with HeidelbergCement.

In 2012, we incurred a loss on discontinued operations, net of income tax, of $16.9 million related mainly to the disposal of our paver business and the Irwindale plant in the United States and Canada.

Our net loss increased by $193.5 million to $252.7 million in 2013 from a net loss of $59.2 million in 2012 primarily due to $236.6 million of goodwill impairment associated with the North America Pressure Pipe segment in 2013. We also incurred $8 million more in impairment and restructuring charges in 2013 than in 2012. The charges in 2013 related to fixed asset impairments at two plants within the U.K. Bricks & Blocks segment.

In addition, we recorded $9.1 million less in gains from the sale of fixed assets in 2013 than in 2012. Offsetting the increases in net losses were improvements in gross margin of $22.7 million from closure of loss-making plants and a reduction in selling, general and administrative expenses of $16.1 million.

	North America Gravity Pipe & Precast			North America Pressure Pipe			North America Bricks			U.K. Bricks & Blocks			Other			Total

	(In thousands)
For the Year Ended December 31, 2013:
Net sales	$	345,785		$	171,789		$	145,508		$	263,216		$	198,065		$	1,124,363
Income (loss) from continuing operations before income taxes		(9,293	)		(225,301	)		(2,729	)		(2,726	)		(9,579	)		(249,628	)
Depreciation and amortization		17,546			4,929			14,164			16,999			3,428			57,066


EBITDA		8,253			(220,372	)		11,435			14,273			(6,151	)		(192,562	)
(Gain) loss on sale of property, plant and equipment		(3,579	)		(3	)		(269	)		(4,668	)		(155	)		(8,674	)
Impairment and restructuring		8,793			238,296			3,352			15,569			1,121			267,131


Adjusted EBITDA	$	13,467		$	17,921		$	14,518		$	25,174		$	(5,185	)	$	65,895




For the Year Ended December 31, 2012:
Net sales	$	402,680		$	184,396		$	143,754		$	259,491		$	187,300		$	1,177,621
Income (loss) from continuing operations before income taxes		(28,573	)		9,630			(6,707	)		(2,892	)		(9,427	)		(37,969	)
Depreciation and amortization		23,899			6,128			15,014			17,229			3,928			66,198


EBITDA		(4,674	)		15,758			8,307			14,337			(5,499	)		28,229
(Gain) loss on sale of property, plant and equipment		(9,865	)		47			(68	)		(7,756	)		(99	)		(17,741	)
Impairment and restructuring		11,703			5			2,349			6,424			1,960			22,441


Adjusted EBITDA	$	(2,836	)	$	15,810		$	10,588		$	13,005		$	(3,638	)	$	32,929

Net sales decreased by $56.9 million, or 14.1%, to $345.8 million in 2013 from $402.7 million in 2012. This decrease was primarily due to our contribution of nine plants to the CP&P joint venture in the third quarter in 2012. Net sales of $29.1 million were attributable to operation of the nine plants contributed to the CP&P joint venture through August 2012 when the plants were contributed in return for a 50% share of the joint venture. In addition, we had plant closures during 2012 and 2013 which resulted in a decline of net sales. Additionally, we completed the rationalization of our precast product line in order to focus on higher margin offerings which led to lower net sales, but higher operating profits. Further, net sales significantly declined in Eastern Canada as a result of the expiration of the Canadian government stimulus package in early 2012.

Our loss from continuing operations before income taxes improved by $19.3 million, to a loss from continuing operations of $9.3 million in 2013 from a $28.6 million loss from continuing operations in 2012. This improvement was largely a result of our decision to close eleven plants that generated a net loss in 2012 and resulted in a reduction in headcount, primarily based in the northeastern United States.

Adjusted EBITDA increased by $16.3 million to $13.5 million in 2013 from $(2.8) million in 2012. As a percentage of net sales, Adjusted EBITDA increased by five percentage points to 4% from (1%). The increase was largely a result of our decision to realign our footprint to market demand by closing eleven plants and the rationalization of our precast product line.

Net sales decreased by $12.6 million, or 6.8%, to $171.8 million in 2013 from $184.4 million in 2012. Net sales of the Canadian business were lower by $14.2 million due to a slowdown in the market driven by the expiration of the Canadian government stimulus package in early 2012.

We reported a loss from continuing operations before income taxes of $225.3 million in 2013, compared to income from continuing operations of $9.6 million in 2012. The loss in 2013 was due to a goodwill impairment of $236.6 million, slightly offset by lower depreciation and amortization of $1.2 million and lower allocated costs from related parties.

Adjusted EBITDA increased by $2.1 million, or 13.4%, to $17.9 million in 2013 from $15.8 million in 2012. As a percentage of net sales, Adjusted EBITDA increased as a result of higher margin steel and power plant projects in 2013 compared to 2012.

Net sales increased by $1.8 million to $145.5 million in 2013 from $143.8 million in 2012. Net sales in Eastern Canada declined by $11.1 million due to unfavorable housing market conditions in Eastern Canada, which was evidenced by a decrease of single family housing starts from approximately 34,000 units in 2012 to 29,000 units in 2013. U.S. net sales increased by approximately $10.3 million as a result of favorable housing market conditions, evidenced by an increase of total new single family housing starts from approximately 535,000 units in2012 to 618,000 units in 2013.

Our loss from continuing operations before income taxes decreased by $4.0 million to $2.7 million in 2013 from $6.7 million in 2012. The decrease was primarily due to increased plant efficiencies during 2013 resulting from higher production volumes. In 2012, in an effort to reduce inventory, we had cut back production volumes at the plants that had cost inefficiencies. In addition, our impairment charges increased by $1.0 million, which was slightly offset by lower depreciation and amortization.

Adjusted EBITDA increased by $3.9 million, or 37.1%, to $14.5 million in 2013 from $10.6 million in 2012. As a percentage of net sales, Adjusted EBITDA increased to 10% in 2013 from 7% in 2012. This increase was primarily due to lower fixed and operating costs in 2013 compared to 2012 due to improved efficiencies in operating the plants resulting from higher capacity utilization at our plants.

Net sales increased by $3.7 million, or 1.4%, to $263.2 million in 2013 from $259.5 million in 2012. The increase was due to higher sales in the bricks business of $5.7 million, offset by a decline in the blocks business of $1.9 million in 2013. The bricks business was favorably affected by increases in construction activity in the United Kingdom, particularly in house building, with net sales increasing by 3.7% from 2012 to 2013, from 405 million bricks to 420 million bricks. Aggregate block net sales increased by 12%, which was partially offset by a decline in net sales of aircrete blocks.

Our loss from continuing operations before income taxes decreased by $0.2 million, or 5.7%, to $2.7 million in 2013 from $2.9 million in 2012. This decline was due to a $9.2 million increase in impairment and restructuring charges, partly offset by higher sales. Additionally, we had cost savings resulting from a reduction in staff costs and depreciation following a closure of one plant.

Adjusted EBITDA increased by $12.2 million, or 93.6%, to $25.2 million in 2013 from $13.0 million in 2012. As a percentage of net sales, Adjusted EBITDA increased by 5 percentage points to 10% from 5%. This increase was primarily due to an increase in construction activity within the United Kingdom resulting in increased sales along with lower selling, general and administrative expense as we reduced staffing at multiple plants.

The following table summarizes certain financial information relating to our operating results that have been derived from our combined predecessor financial statements for the years ended December 31, 2012 and 2011. Also included is certain information relating to the operating results as a percentage of net sales.

	Year Ended December 31, 2012					Year Ended December 31, 2011

	(In thousands)
Combined Statements of Income Data:
Net sales	$	1,177,621		100.0	%	$	1,221,007		100.0	%	(3.6	)%
Cost of goods sold		1,060,668		90.1			1,097,410		89.9		(3.3	)


Gross profit		116,953		9.9			123,597		10.1		(5.4	)


Selling, general and administrative expenses		(153,760	)	13.1			(158,270	)	13.0		(2.8	)
Impairment and restructuring charges		(22,441	)	1.9			(31,062	)	2.5		(27.8	)
Equity earnings (losses) from equity method investee		(870	)	(0.1	)		—		—		—
Gain on sale of property, plant and equipment and business, net		17,741		1.5			8,588		0.7		106.6
Other operating income		5,736		0.5			4,637		0.4		23.7


		(153,594	)	13.0			(176,107	)	14.4		(12.8	)


Loss from operations		(36,641	)	(3.1	)		(52,510	)	(4.3	)	(30.2	)
Other income (expense)
Other income (expense), net		(1,328	)	(0.1	)		686		0.1		(293.6	)


Loss from continuing operations before income taxes		(37,969	)	(3.2	)		(51,824	)	(4.2	)	(26.7	)
Income tax expense		(4,373	)	0.4			(2,108	)	0.2		107.4


Loss from continuing operations		(42,342	)	(3.6	)		(53,932	)	(4.4	)	(21.5	)


Discontinued operations
Income (loss) from discontinued operations (including gain (loss) on disposal of $(15,553) and $382, respectively)		(18,841	)	(1.6	)		(3,300	)	(0.3	)	471.0
Income tax benefit (expense) from discontinued operations		1,974		0.2			(869	)	(0.1	)	NM


Loss on discontinued operations, net of income tax		(16,867	)	(1.4	)		(4,169	)	(0.3	)	304.6


Net loss	($	59,209	)	(5.0	)%	($	58,101	)	(4.8	)%	1.9	%

Net sales decreased by $43.4 million, or 3.6%, to $1,177.6 million in 2012 from $1,221.0 million in 2011. The decrease in the United States and Eastern Canada was driven by a $36.7 million net sales

decrease in the North America Gravity Pipe and Precast and North America Pressure Pipe segments, primarily due to the contribution of the plants to the CP&P joint venture and lower net sales in Eastern Canada due to the expiration of the Canadian government stimulus package in early 2012. The U.K. Bricks & Blocks segment decrease in net sales of $11.4 million was largely driven by volume declines for both bricks and blocks, resulting from difficult market conditions in the United Kingdom.

Gross profit decreased by $6.6 million, or 5.4%, to $117.0 million in 2012 from $123.6 million in 2011 as a result of the 3.6% decrease in net sales. Gross profit margin was relatively stable year-over-year at approximately 10% in each period. Gross profit declined $11.2 million in North America, which was partially offset by a $4.6 million increase in the United Kingdom. The North America gross profit decline was largely due to lower gross profit in the North America Pressure Pipe segment, offset by a $4.8 million increase in the North America Gravity Pipe & Precast segment and an increase of $6.3 million at the North America brick plants. The large decline within the North America Pressure Pipe segment was due to the expiration of the Canadian government's stimulus package.

Selling, general and administrative expenses decreased by $4.5 million, or 2.8%, to $153.8 million in 2012 from $158.3 million in 2011. As a percentage of net sales, selling, general and administrative expenses remained relatively stable, increasing to 13.1% in 2012 from 13.0% in 2011. This decrease in expenses was primarily due to slightly lower recurring employee-related expenses and depreciation and amortization in the United Kingdom resulting from reductions in headcount and assets becoming fully depreciated and amortized.

Impairment and restructuring charges in 2012 and 2011 of $22.4 million and $31.1 million, respectively, related mainly to eleven plant closures in 2012 and ten plant closures in 2011. The markets served by those plants are more efficiently served from our remaining plants in those markets. Restructuring costs, such as employee severance costs, totaled $9.3 million and $11.7 million in 2012 and 2011, respectively.

Our net gain on sale of property, plant and equipment and business in 2012 of $17.7 million related primarily to fixed asset sales in the United States primarily associated with the contribution of nine plants to the CP&P joint venture, the sale of two plants within the North America Gravity Pipe & Precast segment and the sale of land and buildings at three plants sites in the United Kingdom. In 2011, our net gain on sale of property, plant and equipment and business of $8.6 million related mainly to three North America plants and three plants in the United Kingdom.

Other operating income increased by $1.1 million, or 23.7%, to $5.7 million in 2012 from $4.6 million in 2011. The United Kingdom generated the majority of other operating income in both years and primarily consisted of royalty and rental income and landfill income.

Our income tax expense increased by $2.3 million to $4.4 million in 2012 from $2.1 million in 2011. This increase was primarily due to a lower income tax benefit in our U.K. subsidiaries of $10.2 million as a result of a lower pre-tax loss in the United Kingdom and from a reduction in tax

benefits from 2011 relating to loans with HeidelbergCement. This increase was partially offset by a decrease in income tax expense in our Canadian subsidiaries of $7.8 million as a result of lower pre-tax income of our Canadian operations. Income tax expense of our U.S. operations was approximately the same level in both 2012 and 2011.

Our loss on discontinued operations, net of income tax, in 2012 of $16.9 million related primarily to the sale of our paver business and Irwindale plant in the United States. In 2011, our loss on discontinued operations, net of income tax, of $4.2 million related mainly to the Irwindale plant, our paver business and plants within the Other segment.

Our net loss increased by $1.1 million, or 1.9%, to $59.2 million in 2012 from $58.1 million in 2011 due to lower net sales and an increase in net loss from discontinued operations of $12.7 million, which were offset by net gains on sales of property, plant and equipment of $9.2 million and lower selling, general and higher administrative expenses of $4.5 million.

	North America Gravity Pipe & Precast			North America Pressure Pipe		North America Bricks			U.K. Bricks & Blocks			Other			Total

	(In thousands)
For the Year Ended December 31, 2012:
Net sales	$	402,680		$	184,396	$	143,754		$	259,491		$	187,300		$	1,177,621
Income (loss) from continuing operations before income taxes		(28,573	)		9,630		(6,707	)		(2,892	)		(9,427	)		(37,969	)
Depreciation and amortization		23,899			6,128		15,014			17,229			3,928			66,198


EBITDA		(4,674	)		15,758		8,307			14,337			(5,499	)		28,229
(Gain) loss on sale of property, plant and equipment		(9,865	)		47		(68	)		(7,756	)		(99	)		(17,741	)
Impairment and restructuring		11,703			5		2,349			6,424			1,960			22,441


Adjusted EBITDA	$	(2,836	)	$	15,810	$	10,588		$	13,005		$	(3,638	)	$	32,929




For the Year Ended December 31, 2011:
Net sales	$	428,106		$	195,714	$	134,989		$	270,897		$	191,301		$	1,221,007
Income (loss) from continuing operations before income taxes		(30,735	)		32,631		(10,425	)		(28,988	)		(14,307	)		(51,824	)
Depreciation and amortization		25,959			5,093		16,159			19,149			4,184			70,544


EBITDA		(4,776	)		37,724		5,734			(9,839	)		(10,123	)		18,720
(Gain) loss on sale of property, plant and equipment		(6,945	)		99		(179	)		(1,546	)		(17	)		(8,588	)
Impairment and restructuring		5,706			—		1,005			19,611			4,740			31,062


Adjusted EBITDA	$	(6,015	)	$	37,823	$	6,560		$	8,226		$	(5,400	)	$	41,194

Net sales decreased by $25.4 million, or 5.9%, to $402.7 million in 2012 from $428.1 million in 2011. This decrease was primarily due to the contribution of nine plants to the CP&P joint venture in

the third quarter of 2012 and plant closures during both 2011 and 2012. Net sales declined in Eastern Canada as a result of the expiration of the Canadian government stimulus package in early 2012.

Loss from continuing operations before income taxes improved by $2.2 million, or 7.0%, to a net loss of $28.6 million in 2012 from a net loss of $30.7 million in 2011. The year-over-year improvement was due to sales of fixed assets, a reduction in depreciation expense, and a 6% increase in sales volume in the United States. These increases were primarily offset by increased impairment and restructuring charges. In 2012, we recorded fixed asset impairments at eight U.S. plants along with employee severance expenses. In 2011, we recorded fixed asset impairments at seven U.S. plants.

Adjusted EBITDA increased by $3.2 million, to $(2.8) million in 2012 from $(6.0) million in 2011. The increase was due to our ability to better control expenses in 2012 despite net sales decreasing from 2011 to 2012.

Net sales decreased by $11.3 million, or 5.8%, to $184.4 million in 2012 from $195.7 million in 2011. The decrease was primarily due to a decline in net sales in Eastern Canada associated with the expiration of the Canadian government stimulus package in early 2012, partially offset by an increase of net sales in the United States, which was the result of several large water transmission projects that began in 2012.

Income from continuing operations before income taxes decreased by $23.0 million, or 70.5%, to $9.6 million in 2012 from $32.6 million in 2011. This decrease was primarily due to a $19.5 million decline in income from continuing operations in Eastern Canada due to the expiration of the Canadian government stimulus package in early 2012, resulting in a volume decline in Eastern Canada of 14% from 2011 to 2012.

Adjusted EBITDA decreased by $22.0 million, or 58.2%, to $15.8 million in 2012 from $37.8 million in 2011. As a percentage of net sales, Adjusted EBITDA decreased by 10 percentage points to 9% from 19%. This decrease was primarily due to the decline of net sales and volumes in Eastern Canada due to the expiration of the Canadian government stimulus package in early 2012.

Net sales increased by $8.8 million, or 6.5%, to $143.8 million in 2012 from $135.0 million in 2011. The net sales increase was due to an increase in average housing starts.

Our loss from continuing operations before income taxes decreased by $3.7 million, or 35.7%, to $6.7 million in 2012 from $10.4 million in 2011. In 2012, in an effort to reduce inventory, management

cut back production volumes resulting in plant inefficiencies. Additionally, impairment and restructuring charges increased in 2012.

Adjusted EBITDA increased by $4.0 million, or 61.4%, to $10.6 million in 2012 from $6.6 million in 2011. As a percentage of net sales, Adjusted EBITDA increased by 2 percentage points to 7% from 5%.

Net sales decreased by $11.4 million, or 4.2%, to $259.5 million in 2012 from $270.9 million in 2011, primarily due to a decline in housing starts.

Continuing operations before income taxes improved by $26.1 million, or 90.0%, to a net loss of $2.9 million in 2012 from net loss $29.0 million during 2011. This improvement was primarily due to lower asset impairment and restructuring charges related to plant closures in 2012 compared to 2011. In addition, in 2012, we realized improved margins and we generated additional income from property sales. The effect of the foregoing factors was partially offset by a decrease in operating profits as a result of a reduction in net sales offset by reductions in the cost base following restructurings in prior periods.

Adjusted EBITDA increased by $4.8 million, or 58.1%, to $13.0 million in 2012 from $8.2 million in 2011. As a percentage of net sales, Adjusted EBITDA increased by two percentage points to 5% from 3%. This increase was primarily due to a decrease in operating expenses.

The following tables set forth our unaudited combined predecessor quarterly net sales for each of the quarters during the six months ended June 30, 2014 and the year ended December 31, 2013. This unaudited information has been prepared on a basis consistent with our audited combined predecessor financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the unaudited quarterly data. This information should be read together with our combined predecessor financial statements and the related notes, included elsewhere in this prospectus. The net sales for any quarter are not necessarily indicative of results that we may achieve for any subsequent periods.

Historically, our primary sources of liquidity has been cash flows from operations and borrowings or advances from HeidelbergCement. HeidelbergCement uses a centralized approach to cash management and financing of its operations, including our businesses. The majority of our cash is transferred to HeidelbergCement daily and we are dependent on HeidelbergCement to fund our

operating and investing activities. HeidelbergCement has provided our U.S. and Canadian intermediate holding companies with a $500 million line of credit in the United States and a $114.2 million line of credit in Eastern Canada. This arrangement is not reflective of the manner in which we would have financed our operations had we been a stand-alone business separate from HeidelbergCement during the periods presented. Cash transfers to and from HeidelbergCement's cash management accounts are reflected within Parent company net investment. As a result, all cash received by the business is deposited in and commingled with HeidelbergCement's general corporate funds and not specifically allocated to the businesses of the Company. The combined predecessor financial statements therefore reflect minimal cash balances. We have been advised by HeidelbergCement that it intends to provide funding for our working capital needs through the completion of this offering when we anticipate a conventional borrowing arrangement will be established with a third-party lender. We and HeidelbergCement have agreed pursuant to the separation and purchase agreement that our cash balance on the date of the completion of this offering and the separation transactions will be $ in order to fund working capital needs and other operating requirements of our business.

After the completion of this offering, we expect our primary sources of liquidity to be cash on hand, cash from operations and borrowings under a new credit facility that we intend to enter into prior to the completion of this offering. See "Description of Certain Indebtedness." Following the completion of this offering, we expect to have $ in undrawn available credit under our revolving credit facility. We believe these sources will be sufficient to fund our planned operations and capital expenditures.

The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011:

Net cash used in operating activities was $2.9 million for the six months ended June 30, 2014, compared to net cash provided by operating activities of $5.7 million for the six months ended June 30, 2013. The decrease in operating cash flow was driven by higher accounts receivable resulting from increased net sales in the six months ended June 30, 2014.

Net cash provided by operating activities was $67.5 million for 2013 compared to $27.7 million for 2012. The increase in operating cash flow was driven by higher income before non-cash charges.

Net cash provided by operating activities was $27.7 million for 2012 compared to $92.3 million for 2011. The decrease in operating cash flow was driven by a decline in accounts payable due to timing of payments made.

Net cash used in investing activities was $2.3 million for the six months ended June 30, 2014, primarily due to net proceeds of $7.1 million from the sale of certain locations primarily within the North America Gravity Pipe & Precast segment along with the sale of land at one North America Pressure Pipe plant, offset by capital expenditures for $9.4 million related to costs associated with replacing fixed assets.

Net cash provided by investing activities was $11.0 million for 2013, primarily due to the net proceeds of $26.7 million from the sale of certain locations within the North America Pipe & Precast Segment, including the sale of one closed roof tile plant, offset in part by capital expenditures of $15.0 million. These capital expenditures related primarily to costs associated with replacing fixed assets.

Net cash provided by investing activities was $68.1 million for 2012, primarily due to the net proceeds of $94.4 million from the sale of the North America paver business and other assets, such as the Ontario and Apple Valley plants within North America Gravity Pipe & Precast segment, offset in part by capital expenditures of $24.0 million. These capital expenditures related primarily to fixed asset replacements.

Net cash provided by investing activities was $13.4 million for 2011, primarily due to the net proceeds of $37.1 million from the sale of closed plants, offset in part by capital expenditures of $22.8 million.

Net cash provided by financing activities was $10.5 million for the six months ended June 30, 2014, primarily due to net distributions from Parent.

Net cash used in financing activities was $78.1 million for 2013, $100.5 million for 2012 and $82.4 million for 2011, in each case primarily due to net distributions to Parent.

In the first six months of 2014 and 2013, our capital expenditures amounted to $9.4 million and $2.9 million, respectively. We had capital expenditures of $15.0 million, $24.0 million and $22.8 million in 2013, 2012 and 2011, respectively. Capital expenditures related to large equipment, such as plant and mobile equipment, expansion of current facilities and environmental and permit compliance projects, among others. We expect that our capital expenditures will increase in the coming years as we make investments to increase the capacity of our brick plants in the United Kingdom and an increased need for maintenance capital expenditures.

The following table summarizes our significant contractual obligations as of December 31, 2013. Some of the amounts included in the table are based on management's estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third

parties and other factors. Because these estimates and assumptions are necessarily subjective, our actual payments may vary from those reflected in the table.

The table above excludes principal and interest payments attributable to advances from HeidelbergCement. In connection with this offering, we expect to enter into a new credit facility that will result in contractual obligations to pay principal and interest over the upcoming years.

In the ordinary course of our business, we are required to provide surety bonds and standby letters of credit to secure performance commitments, particularly in our brick, pressure pipe and structural precast businesses. As of December 31, 2013, outstanding surety bonds and standby letters of credit amounted to $129.7 million.

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates and commodity price risk associated with our input costs. In the United States and Eastern Canada, for the six months ended June 30, 2014 and for the years ended December 31, 2013, 2012 and 2011, derivative instruments were not used.

We currently have no interest-bearing debt other than capital leases. However, we plan to enter into new debt financing arrangements in connection with this offering in order to replace the funding provided by HeidelbergCement. Outstanding debt amounts will be subject to interest rate risk arising from the exposure to fluctuations in interest rates.

Approximately 9%, 12%, 15% and 18% of our net sales for the six months ended June 30, 2014 and the years ended December 31, 2013, 2012 and 2011, respectively, were in Eastern Canada and approximately 40%, 35%, 33% and 33% of our net sales for the six months ended June 30, 2014 and the years ended December 31, 2013, 2012 and 2011, respectively, were in the United Kingdom. As a result, we are exposed to movements in foreign exchange rates between the U.S. dollar and the Canadian dollar and the U.S. dollar and the British pound. We estimate that a 1% change in the exchange rate between the U.S. dollar and the Canadian dollar would affect net sales by approximately $1.4 million, and a 1% change in the exchange rate between the U.S. dollar and the British pound would affect net sales by approximately $3.9 million, based on 2013 results. This may differ from actual results depending on the levels of net sales in Eastern Canada and in the United Kingdom. During the six months ended June 30, 2014 and the years ended December 31, 2013, 2012 and 2011, we did not use foreign currency hedges to manage this risk.

We are subject to commodity price risks with respect to price changes mainly in the electricity and natural gas markets and other raw material costs, such as cement, aggregates, steel and clay. Price fluctuations on our key inputs have a significant effect on our financial performance. The markets for most of these commodities are cyclical and are affected by factors such as the global economic conditions, changes in or disruptions to industry production capacity, changes in inventory levels and other factors beyond our control. For natural gas usage in the United Kingdom, we occasionally enter into forward contracts resulting from our analysis of forward price curves.

Financial instruments that potentially subject us to a concentration of credit risk consist principally of accounts receivable. We provide our products to customers based on an evaluation of the financial condition of our customers, generally without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. We monitor the exposure for credit losses and maintain allowances for anticipated losses. Concentrations of credit risk with respect to our accounts receivable are limited due to the large number of customers comprising our customer base and their dispersion among many different geographies.

A summary of our significant accounting policies is included in Note 2 to the audited combined predecessor financial statements included elsewhere in this prospectus. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results may differ to some extent from the estimates on which our financial statements have been prepared at any point in time. We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on the financial statements.

We evaluate the recoverability of our long-lived assets in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment ("ASC 360"). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the net book value of an asset, or asset group, to future undiscounted net cash flows expected to be generated by the asset or asset group. In the event the net book value of an asset, or asset group, exceeds the sum of the undiscounted cash flows, we determine the fair value of the asset or asset group and record an impairment. Such evaluations for impairment are significantly impacted by estimates of future prices for our products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the net book value of the assets exceeds their fair value. In the years ended December 31, 2013, 2012, and 2011 no asset groups were impaired because undiscounted cash flows exceeded the net book value. Assets to be disposed of by sale are reflected at the lower of their net book value or fair value less cost to sell.

Determination as to whether and how much an asset is impaired involves significant management judgment involving highly uncertain matters, including estimating the future success of achieving

forecasts of net sales, future selling prices and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. However, the impairment reviews and calculations are based on estimates and assumptions that take into account our business plans and long-term investment decisions.

We record impairment charges for assets at manufacturing facilities that we permanently close when the decision is approved by our management if the asset's fair value is less than its net book value. In 2013, 2012 and 2011, we recorded impairment charges of $25.0 million, $13.2 million and $17.4 million, respectively, for property, plant and equipment written down to its fair value upon plant closures.

The goodwill reflected in our combined predecessor financial statements relates to the push-down of goodwill resulting from the 2007 acquisition of Hanson PLC by HeidelbergCement ("2007 Acquisition"). Goodwill resulting from the 2007 Acquisition has been pushed down to our reporting units based on the relative fair values of the reporting units at the acquisition date.

Goodwill represents the excess of costs over the fair value of identifiable assets of the businesses acquired. We evaluate goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets ("ASC 350"). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. We perform our annual impairment testing of goodwill as of October 1 of each year and in interim periods if events occur that would indicate that the carrying value of goodwill may be impaired.

We evaluate impairment of goodwill by first assessing the fair value of the reporting units and comparing that fair value to the net book value of each reporting unit. In assessing the fair value, we typically use a discounted cash flow model. If the fair value of a reporting unit is determined to be less than the net book value, in a second step, we compare the implied fair value of goodwill to its net book value. If the net book value of goodwill exceeds its implied fair value, an impairment loss is required equal to that excess. Key assumptions used in our discounted cash flow model are management's estimates of future profitability, capital requirements, a reporting unit-specific discount rate, based on the reporting unit's weighted average cost of capital (WACC) and a real terminal growth rate of 2.0%. Discount rates ranged from 9.3% to 19% for our reporting units in 2013 and 8% to 19% in 2012. We also perform a sensitivity analysis to understand and consider the impact that changes in assumptions may have on the outcome of the first step of the impairment test. Our sensitivity analysis considers the effect of a 100 basis point increase in the WACC rate for each reporting unit and the effect of a reduction of annual growth rates by 25 basis points.

At September 30, 2012 we had goodwill of $348.3 million in five of our reporting units. The fair values for these reporting units were calculated using discounted cash flow models that consider five discreet plan years and a calculated terminal value in year six. In four of the five reporting units, fair value exceeded net book value by at least 100%. The fifth reporting unit, U.S. Pressure Pipe, had a fair value that exceeded its net book value by less than 10%. Based on the analysis described above, for the reporting units for which we performed the first step of the quantitative impairment test, we concluded that our goodwill was not impaired as of December 31, 2012 because all reporting units passed the first step of the test as the fair values of each of the reporting units were in excess of their respective net book values.

At October 1, 2013, we had goodwill of $342.1 million in five reporting units. The fair values for these reporting units were calculated using discounted cash flow models that consider five discreet plan years and a calculated terminal value in year six. Three of the five reporting units' fair value exceeded net book value by at least 40% even when considering the modifications made to consider the sensitivity of our analyses. Canada Pressure Pipe had a fair value that exceeded net book value by less

than 20%. U.S. Pressure Pipe failed step one because its fair value was less than its net book value. For 2013, we performed a step two analysis to determine the fair value of the U.S. Pressure Pipe reporting unit. After a theoretical purchase price allocation of the fair value we determined the goodwill of the U.S. Pressure Pipe reporting unit was fully impaired and recorded an impairment of $236.6 million. The impairment was a result of a significant reduction in the forecasted net sales in the reporting unit based on our assessment of the current market conditions as well as an increase in the WACC rate for the reporting unit. The WACC rate increased because of an increase in the risk free rate in addition to an increase in the rate for risks specific to the reporting unit.

The table below displays the recorded goodwill as of September 30 for selected reporting units tested in the 2013 and 2012 annual impairment tests for each respective year. The information in the table is provided for reporting units for which the results of step one indicated that the fair value of the reporting unit was less than 20% in excess of the net book value as of the date of impairment test. Our results of the comparison between net book value and fair value indicated that for the 2013 test there was one reporting unit, U.S. Pressure Pipe, that did not pass step one. The remaining reporting units for the 2013 tests passed step one. For the 2012 test, there were no reporting units whose fair value was less than its carrying value.

As of December 31, 2013 and 2012, the net carrying value of intangible assets other than goodwill amounted to $13.5 million and $15.6 million, respectively. Intangible assets mainly include brand names, which have indefinite useful lives, clay rights and merchant relationships (with weighted average useful lives of 9 to 27 years). Intangible assets with indefinite useful lives are not amortized, but are tested for impairment in a manner similar to the manner described for goodwill, at least annually or whenever events or circumstances indicate an impairment may have occurred. Intangible assets that are deemed to have definite lives are amortized over their useful lives. Due to the continued uncertainty regarding the strength and timing of the economic recovery at the end of 2013, we performed an impairment review of all intangible assets other than goodwill. As a result, we recognized an impairment charge of $1.8 million in 2013 related to merchant relationships.

Income tax expense consists of federal, state, provincial, local and foreign taxes based on income in the jurisdictions in which we operate. Historically, our subsidiaries in the United Kingdom and Eastern Canada have filed their own separate tax returns, while our U.S. subsidiaries were included in HeidelbergCement's U.S. consolidated federal and state income tax returns. In the combined predecessor financial statements, income tax benefit (expense) is calculated as if our U.S. subsidiaries filed consolidated returns separate for the HeidelbergCement's other U.S. subsidiary. In the past, our subsidiaries in the United Kingdom were eligible to claim group relief under U.K. tax rules with HeidelbergCement. After our separation from HeidelbergCement, our subsidiaries will only be eligible to claim group relief under U.K. tax rules with each other, which may cause our income taxes payable in the United Kingdom to increase.

Losses and other tax attributes generated on a hypothetical stand-alone basis and hypothetical consolidated return basis are reflected as deferred tax assets, even though some of those losses or attributes may have been utilized by HeidelbergCement with whom we filed consolidated U.S. federal returns or qualified for U.K. group relief. All hypothetical current taxes payable or receivable are deemed settled through net parent investment. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates.

We review our deferred tax assets for recoverability and provide a valuation allowance when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including our ability to carryback operating losses to prior years, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Based on these considerations, we have recorded a full valuation allowance against all of our U.S. net deferred tax asset for all periods presented in our financial statements.

We will enter into a tax receivable agreement with HeidelbergCement prior to our separation from HeidelbergCement whereby we will be obligated to make annual payments to HeidelbergCement equal to 85% of the U.S. federal tax benefit realized from the utilization of NOL carryforwards that were generated when we were owned by HeidelbergCement and filed as part of the consolidated HeidelbergCement U.S. federal group tax return. The Company has U.S. NOL carryforward of approximately $291 million, a portion of which will start to expire in 2028. The Company's deferred tax assets and liabilities are determined on the hypothetical basis described above and may not reflect the amount that would be determined if the company separated from the HeidelbergCement Group. The determination of the amount payable to HeidelbergCement will be based on an annual calculation comparing the U.S. federal cash taxes which would have been payable without the benefit of applying any pre-separation U.S. federal NOLs to the actual cash taxes paid for such tax year. The amount payable to HeidelbergCement will equal 85% of the excess of the U.S. federal cash taxes which would have been payable without the application of pre-separation NOLs over the actual U.S. federal cash taxes paid for the tax year.

We are subject to audit examinations at federal, state, local and foreign levels by tax authorities in those jurisdictions who may challenge the treatment or reporting of any tax return item. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcomes of these challenges are subject to uncertainty. Taxable years after 2009 are still open for examination for the United States and Canada. Taxable years after 2010 are still open for examination for the United Kingdom Each period we assess uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where we have determined that our tax return filing position does not satisfy the more likely than not recognition threshold, we have recorded no tax benefits.

In April 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-08 (Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity) which requires an entity to report a disposal of a component of an entity in discontinued operations if the disposal represents a strategic shift that has a major effect on an entity's operations and financial results when the component of an entity meets certain criteria to be classified as held for sale when the component of an entity is disposed of by a sale or disposed of other than by a sale. Further, additional disclosures about discontinued operations should include the following for the periods in which the results of operations of the discontinued operations are presented in the statement of operations: the major classes of line items constituting pre-tax profit or loss of discontinued operations; total operating and investing cash flows of discontinued operations; depreciation, amortization, capital expenditures and significant operating and investing noncash items of discontinued operations; pre-tax profit or loss attributable to the parent if a discontinued operation includes a non-controlling interest; a reconciliation of major classes of assets, liabilities of the discontinued operation classified as held for sale; and a reconciliation of major classes of line items constituting the pre-tax profit or loss of the discontinued operation. This guidance is effective for the Company beginning in fiscal year 2016, and will impact the Company's assessment of any future discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with Customers, which requires an entity to recognize an amount of revenue to which it expects to be entitled for the transfers of promised goods or services to customers. This ASU will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new standard will be effective for us on May 1, 2017 and early application is not permitted. The standard permits the use of either a retrospective approach, where three years of financial information are presented, or a modified retrospective approach, where the ASU is applied on the most current period presented in the financial statements. We are evaluating the effect this ASU will have on our financial statements.

We compete in the multibillion dollar concrete and clay building products markets. Our primary products are concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks. Our end markets include residential construction, water and transportation infrastructure and non-residential construction in the United States, Eastern Canada and the United Kingdom. We believe that we are well positioned to take advantage of the renewed growth and recovery in these end markets.

Gravity pipe can be manufactured from several materials, including concrete, iron, steel and plastic. We believe concrete gravity pipe continues to provide superior attributes relative to competing materials, including plastic. Concrete gravity pipe provides approximately 90% of the required support and is not dependent on the soil envelope for performance. Additionally, concrete gravity pipe can be pre-tested for quality in advance of use and is considerably less sensitive to how it is installed as compared to other materials, including plastic. According to the American Concrete Pipe Association ("ACPA"), market share gains peaked for plastic drainage pipe in public bid processes in 2008 and concrete pipe has since gained market share relative to plastic pipe in public bids.

Freedonia estimates that U.S. and Eastern Canada demand for concrete gravity pipe will increase at a CAGR of 7.8% from 2013 to 2018 to $1.6 billion, primarily driven by the recovery of general economic and construction activity, as well as the need to repair and upgrade aging and obsolete sewer, drain and water distribution networks.

Our precast concrete drainage products are impacted by the same demand drivers as concrete gravity pipe and we expect similar growth in this market.

Freedonia estimates that the large diameter concrete and steel pressure pipe (greater than 24") market in the United States and Eastern Canada was $609 million in 2013 and that this market will grow at a CAGR of 6.6% from 2013 to 2018. It is expected that concrete pressure pipe will grow at a CAGR of 7.0% during this period as contractors increasingly utilize more proven material types, such as concrete pressure pipe. Water transmission and distribution applications will remain the dominant application, growing at a CAGR of 6.4% from 2013 to 2018, driven by efforts to improve and expand water transmission and distribution infrastructure in the region.

Further growth is expected as key demand drivers, such as increased municipal spending on water infrastructure and housing starts, recover and translate into new water pressure pipe demand. We have built a leading presence in areas where we believe strong demand will exist due to strong demand for water infrastructure. While Texas's economy and population have been growing significantly, the state has been suffering from severe drought conditions which will drive continued investment in Texas's water infrastructure to bring additional water supplies to major metropolitan areas, including Dallas, Houston, San Antonio and Austin. In November 2013, to support such investment, Texas voters approved an amendment to the state constitution to transfer $2 billion from Texas's so-called "Rainy Day Fund" to create the new State Water Implementation Fund for Texas (or SWIFT). This initial $2 billion is expected to be leveraged to fund $25 billion of water infrastructure projects. We believe we are the largest supplier of large diameter water transmission pipe and distribution in Texas, where we supply prestressed concrete cylinder pressure pipe, spiral-welded steel pressure pipe and bar-wrapped concrete pressure pipe. We believe that Texas accounts for approximately one-half of the U.S. water transmission and distribution market. We have recently invested in capacity expansion to improve our leading market position in Texas.

Based on Freedonia estimates, demand for bricks in the United States and Eastern Canada is projected to expand at a CAGR of 10.6% from 2013 to 2018 to $2.1 billion, a turnaround from the decline in demand experienced between 2008 and 2013 when brick demand was negatively impacted by the steep drop in housing completions and a fall in non-residential building construction spending during the recent economic recession. The residential market is expected to see increasing gains in demand through 2018, supported by a rebounding new housing market.

According to Freedonia, demand for concrete blocks and aircrete blocks in the United Kingdom is expected to grow at 4.4% and 6.0%, respectively, from 2013 to 2018.

Residential Construction (estimated to be approximately one-half of our Total Net Sales)

We currently generate net sales from the U.S., Eastern Canada and the U.K. residential construction markets. The main drivers of our products in the residential construction market include large community developments, single-family home construction, multi-family home construction and home improvement spending.

U.S. residential new construction has begun to recover since reaching historical lows during the recent economic recession. According to the U.S. Census Bureau, total new housing starts peaked in 2005 at approximately 2.1 million units and subsequently declined to approximately 0.5 million units in 2009. Although total new housing starts grew at a CAGR of 16.4% from 2010 to 2013, current levels remain substantially below the long-term average of 1.5 million units since the U.S. Census Bureau began reporting the data in 1950. According to the National Association of Homebuilders, total new housing starts in the United States are expected to increase to approximately 1.0 million units, or 6.6%, in 2014, with further increases to approximately 1.2 million units, or 26.2%, in 2015 and approximately 1.5 million units, or 23.8%, in 2016. According to the Construction Products Association, U.K. total new housing starts are expected to grow at a CAGR of 7.1% from 2013 to 2018.

According to the American Housing Survey by the U.S. Census Bureau and the U.S. Department of Housing and Urban Development, more than 61.0% of the current U.S. housing stock was built before 1980 and the median estimated home age has increased from 23 years in 1985 to 37 years in 2011. We expect the home improvement market to continue to become a larger growth driver as housing markets continue to demonstrate growth and home equity values continue to increase. As of March 2014, the Home Improvement Research Institute projects that U.S. sales of repair, renovation

and improvement products will grow at a rate of 6.5% in 2014 and 7.0% in 2015, primarily driven by the improving economy, rising home prices and greater consumer confidence.

For 2013, our net sales in the U.K. residential construction market was approximately one-third of our total net sales. The Construction Products Association expects total private U.K. housing starts to increase 18.0% in 2014, 10.0% in 2015 and 5.0% in 2016. These gains will largely be driven by improvements in the economy, a strengthening housing market, government stimulus measures and better credit conditions. A combination of improved economic growth and increased public sector spending, as compared to the period during and immediately following the recession, means that the construction industry is forecasted to experience a growth in output during 2014 that is expected to outpace U.K. GDP.

U.K. private repair and remodeling is expected to grow at a CAGR of 4.0% between 2013 and 2018 according to the Construction Products Association. The private housing repair and remodeling sector, a primary driver of demand for our Fletton brick, is expected to benefit from increases in consumer confidence and real wages.

Infrastructure (estimated to be approximately one-third of our Total Net Sales)

The aging infrastructure in the United States is expected to require repair or replacement in the coming years. The U.S. road network consists of approximately four million miles of public roads and highways and sewer mains which, in each case, were primarily constructed more than 50 years ago. The American Society of Civil Engineers, or ASCE, gave the overall U.S. infrastructure a D+ grade in its recent 2013 report card and estimates that $298 billion is needed over the next 20 years to replace and upgrade the existing wastewater infrastructure in the United States. Citing the 2008 Clean Watersheds Needs Survey, the ASCE report states that $64 billion is needed to address combined sewer overflows and storm water management over this 20-year period. The ASCE report states that 32% of major roads are in poor or mediocre condition. The report also states that 42% of the urban highways remain congested, costing $101 billion in wasted time and fuel. The U.S. Federal Highway Administration estimates that $170 billion is needed annually to improve the condition of the nation's roads and highways, a significant increase from the $101 billion that is needed to just maintain their current condition. In July 2014, the U.S. Congress passed the Highway and Transportation Funding Act of 2014 to provide a short-term extension of the prior MAP-21 highway funding initiative, which was previously scheduled to expire on September 30, 2014. This legislation extends federal highway funding until May 2015. Additionally, McGraw-Hill estimates that total U.S. spending on streets and highways will grow at a CAGR of 9.3% from 2014 to 2018.

The EPA estimated that water transmission and distribution projects are the largest category of infrastructure need in its Report to Congress submitted in 2013. The EPA estimates the majority of the $247 billion needed over the next 20 years for water transmission and distribution will replace or refurbish aging or deteriorating transmission and distribution mains, including pressure pipe. U.S. water line infrastructure spending in 2013 was only 45% of the EPA forecasted spending need. This represents a five-year low of actual spending relative to the EPA forecasted spending need and we believe there is significant pent-up demand. McGraw-Hill also estimates that U.S. water supply systems spending will grow at a CAGR of 7.2% from 2014 to 2018.

Non-Residential Construction (estimated to be approximately one-sixth of our Total Net Sales)

We currently generate net sales from the U.S., Eastern Canada and the U.K. non-residential construction markets, although a majority of these sales are generated in the United States. The main drivers of our products in the non-residential construction markets include the construction of commercial buildings and office parks, shopping centers and other large retail sites, healthcare facilities and hospitals, school and education facilities and other institutional and industrial buildings.

McGraw-Hill is forecasting U.S. non-residential construction to grow at a CAGR of 12.5% from 2013 to 2016. Additionally, the American Institute of Architects' survey tracking billing activity for the industrial, non-residential and institutional sectors indicates that these building construction markets continue to recover.

We are a leading multinational manufacturer of a diversified range of concrete and clay building products in the United States, Eastern Canada and the United Kingdom. Our primary products are concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks. Our products are used across a broad range of end markets, including residential construction, water and transportation infrastructure and non-residential construction applications. We have established a leading position in most of our products and end markets by leveraging our scale, engineering capabilities, manufacturing excellence, sales and distribution platforms and customer service both prior to and after a sale. Our business has been built through many years of organic expansion and acquisitions prior to its purchase by HeidelbergCement in 2007. With the end markets we serve now in various stages of cyclical recovery, as a new public company we believe we will be well-positioned to pursue profitable organic growth opportunities and selective strategic acquisitions at attractive points in the cycles of our markets. For the latest twelve-month period ended June 30, 2014, we generated net sales of $1,147.7 million, net loss of $252.7 million and Pro Forma Adjusted EBITDA of $104.3 million. For a reconciliation of Pro Forma Adjusted EBITDA to the most directly comparable GAAP measure, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management."

The following maps show our current operating footprint in North America and the United Kingdom.

Our broad footprint in the United States, Eastern Canada and the United Kingdom, coupled with a strong local presence, provides us with an advantage compared to many of our competitors in markets that have many small local and regional manufacturers. We believe our products and service have long been associated with quality, dependability and market-leading performance.

The charts below summarize our net sales for 2013 by region, segment and estimated end market.

We were incorporated in Jersey, Channel Islands on August 14, 2014 for the purpose of this initial public offering. Upon completion of this offering and the corporate separation transactions described in this prospectus, we will be a public company and will own HeidelbergCement's building products business in the United States, Eastern Canada and the United Kingdom.

HeidelbergCement AG (including its subsidiaries, "HeidelbergCement") is a multinational building materials company headquartered in Heidelberg, Germany. HeidelbergCement acquired its building product business in the United States, Eastern Canada and the United Kingdom in 2007 through the acquisition of Hanson PLC ("Hanson"), a United Kingdom-based international building materials company. The pre-existing building product business of HeidelbergCement in Western Canada was and is integrated into HeidelbergCement's cement, aggregates and ready-mix concrete business in that region, is not considered part of HeidelbergCement's building product business and will not be transferred to the Company.

Hanson was founded in 1964 as Hanson Trust Ltd and subsequently established a significant presence in the building products business in the United Kingdom. Hanson entered the North American building products market in 1991 through the acquisition of Beazer plc and its United States subsidiary, Beazer West, Inc. (formerly known as Gifford-Hill & Company, Inc.), with its building products division, Gifford-Hill Concrete Products. Hanson expanded its presence in North America through the acquisition of Concrete Pipe and Products Company, Incorporated in 1997 and through numerous other acquisitions and greenfield developments in subsequent years.

In 2011, we sold the assets of our Pipe & Precast business in Sioux Falls, South Dakota to Hancock Concrete Products. In 2011, we also entered into an asset exchange with Sherman-Dixie Concrete Industries, in which Sherman-Dixie received our concrete pipe and precast plant in Lenoir City, Tennessee, and we acquired Sherman-Dixie's concrete pipe plant in Dayton, Ohio. In 2012, we sold our paver business in the United States and Canada to Oldcastle Architectural and the Irwindale, California operations of our structural precast business to Clark Pacific. In 2012, we entered into an asset exchange with Oldcastle Precast involving our business in the Pacific Northwest, and we received Oldcastle Precast's concrete pipe and precast plant in Marianna, Florida.

We believe we are the largest manufacturer in many of the markets in which we operate based on estimated manufacturing capacity. We believe we are the largest manufacturer of concrete gravity pipe and the largest manufacturer of concrete pressure pipe in North America. We believe we are one of the two largest brick manufacturers in North America based on estimated manufacturing capacity. We

believe we are the second largest manufacturer of brick in the United Kingdom and the largest brick manufacturer in Eastern Canada. We are the only U.S. pressure pipe manufacturer with a full line of prestressed concrete, steel and bar-wrapped pressure pipe for water transmission and distribution applications. Our extensive footprint of 89 manufacturing facilities in North America and 18 manufacturing facilities in the United Kingdom provides us with a scale advantage relative to many of our competitors. Many of our products have low value to weight ratios and, with our manufacturing facilities located in relatively close proximity to our customers, we believe we can capture margin while pricing our products competitively.

Several of our products require significant technical expertise and customer interaction and we believe our expertise and field service is a distinct competitive advantage. For example, to serve our pressure pipe customers, we have dedicated sales and service engineers to work with contractors prior to the submission of a bid for infrastructure projects in order to develop product specifications and project plans. Our early involvement helps to ensure that our products will be used if our customer's bid is ultimately accepted. Upon a contract win we engage our large field staff to oversee installation, which we believe is a key differentiator relative to our competition. We believe this expertise and commitment to service throughout the product life cycle are distinct competitive advantages. Several of our products are also highly differentiated in the marketplace. As the only manufacturer of the iconic Fletton, or London, brick in the United Kingdom, we are uniquely positioned to benefit when homeowners remodel or extend their London brick built homes.

We are strategically diversified across a broader range of products, geographies, end markets and customers than most other building products companies. As a result, our products are subject to varied drivers of demand, with demand for gravity pipe primarily dependent on the storm water drainage needs from road infrastructure and residential spending, pressure pipe primarily dependent on water transmission and distribution development and bricks primarily dependent on new residential construction and residential remodeling.

We are also diversified across various regions in the United States, Eastern Canada and the United Kingdom, whose economies are each affected by distinct drivers of regional demand. We are one of the few companies in our industry that operate a geographically diverse manufacturing platform capable of servicing our customers across the most regions of the United States and Eastern Canada. In the United Kingdom, we market our products throughout England, Wales and Scotland. In 2013, we sold at least one of our products in nearly every state in the United States and maintain a strong presence in the southeastern United States, including the Texas and Florida markets, which we believe exhibit strong population growth and demand for building products. In Texas, we offer a comprehensive line of gravity pipe, pressure pipe and brick products.

Our pressure pipe operations are located in geographies we believe will have significant potable water infrastructure demand due to strong population growth and potential water shortages. For example, the population of Texas has grown significantly and is expected to continue to grow despite severe drought conditions. We believe population growth and increasing water requirements will drive continued investment in the state's water infrastructure to bring additional water supplies to population centers. In November 2013, to support such investment, Texas voters approved an amendment to the state constitution to transfer $2 billion from the state's so-called Rainy Day Fund to create the new State Water Implementation Fund for Texas (or SWIFT). This initial $2 billion is expected to be leveraged to fund $25 billion of water infrastructure projects.

Based on estimated manufacturing capacity, we believe we are the largest manufacturer of large diameter pressure pipe in Texas, where we supply prestressed concrete cylinder pressure pipe, spiral-welded steel pressure pipe and bar-wrapped concrete pressure pipe. Our management believes that Texas is the largest pressure pipe market in the United States. We have recently invested in pressure pipe capacity expansion at our Grand Prairie, Texas plant to maintain our leading market position in the state.

Our management believes that Texas is also the largest concrete gravity pipe market in the United States and we expect Texas's expanding economy and strong population trends to continue to drive growth in the gravity pipe market. We believe we are the largest manufacturer of concrete gravity pipe and precast concrete drainage products in Texas based on estimated manufacturing capacity. Our broad manufacturing footprint and strong customer relationships position us well to capitalize on the continued growth in this market.

Our products are used across several end markets, including residential construction, infrastructure and non-residential construction. While these markets operate on different cycles, we believe they are all in various early stages of a cyclical recovery.

U.S. new residential construction has begun to recover since reaching historic lows in the recent economic downturn. According to the National Association of Homebuilders, residential total new housing starts in the United States are expected to increase to 1.2 million units, or an increase of 26.2%, from 2014 to 2015. As of March 2014, the Home Improvement Research Institute projects that U.S. sales of repair, renovation and improvement products will grow at a rate of 6.5% in 2014 to $309 billion, and 7.0% in 2015 to $330 billion, driven by the improving economy, rising home prices and greater consumer confidence.

Our primary end market in the United Kingdom is new and remodel residential construction. The housing recovery in the United Kingdom is well underway with home prices near pre-crisis levels. Total new housing starts in the United Kingdom are expected to grow at a CAGR of 7.1% from 2013 to 2018 according to the Construction Products Association with repair and remodel spending increasing an average of 4% over 2013 to 2018, according to the Construction Products Association.

The main drivers of our products in the infrastructure market include the construction of streets, highways and storm and sanitary sewers and investment in water transmission and distribution. The American Society of Civil Engineers ("ASCE") estimates that $298 billion will be needed over the next 20 years to replace and upgrade the existing wastewater infrastructure in the United States. Citing the 2008 Clean Watersheds Needs Survey, the ASCE report states $64 billion will be needed to address combined sewer overflows and storm water management over the 20-year period. U.S. water line infrastructure spend in 2013 was only 45% of what the EPA estimates it should be. This represents a five-year low of actual spend versus EPA forecasted spending need. Since both new residential development and municipal water infrastructure upgrades and replacements were impacted by the recent economic recession, we believe there is significant pent-up demand for new residential development and municipal water infrastructure.

Additionally, McGraw-Hill is forecasting U.S. non-residential construction to grow at a CAGR of 10.5% from 2013 to 2017.

In the recent economic downturn, we reduced our fixed costs, which we believe will provide for significant operating leverage as demand for our products increases. Since 2007, we have closed 70 plants and disposed of two businesses. In addition, since 2007, we have significantly restructured and re-sized our workforce and overhead. We estimate these actions have generated fixed cost savings of more than $189 million annually. As a result of our cost reduction initiatives, from 2012 to 2013 we

grew adjusted EBITDA by 100.1% despite a 4.5% decrease in net sales. However, as our markets continue to recover, and if demand dictates, we can bring existing idled plants online at minimal capital costs. Our gravity pipe, pressure pipe and brick businesses exhibit relatively high fixed costs and we expect to achieve significant margin improvement as volumes grow. In North America, our businesses are operating at capacities well below historical norms, and as demand increases, we expect to see further significant improvement in our margins. In the United Kingdom, after curtailing capacity and experiencing a rebound in demand, we are currently operating at capacity utilization levels similar to 2007. As a result, our operating margins in the United Kingdom have rebounded to near 2007 levels in 2014.

Experienced Senior Management Team with a Successful Operating Track Record.

Our senior management team has extensive industry and operational experience and has been instrumental in developing a strategy to position our Company for growth. Our ten person senior management team has an average of 18 years of experience in the building products industry and an average of 13 years experience with the Company or its predecessors. Our CEO and President, Plamen Jordanoff, joined Hanson PLC in January 2004 and has 12 years of industry experience. Our CFO, Mark Conte, joined Hanson PLC in July 2000 and has 18 years of industry experience. Team members have led or supported 31 M&A transactions over the past 12 years specifically related to the development of Hanson Building Products. We believe the proven abilities of our senior management team will allow us to actively manage a diverse portfolio of businesses across various geographies and economic cycles.

As a public company, we will be able to pursue our own distinct operating priorities and strategies, including pursuing new organic growth opportunities designed to increase net sales and profitability. For example, we are significantly increasing our capacity for steel pressure pipe at our Grand Prairie, Texas plant to secure significant new business in steel pressure pipe. We are evaluating adding brick manufacturing capacity in the United Kingdom as this market is constrained and current demand exceeds domestic supply. We also expect to continue to selectively enter new geographies in our pressure pipe and gravity pipe and precast businesses, leveraging our sales and distribution platforms, engineering capabilities and existing customer relationships. As a public company, we also expect to improve performance through greater cost efficiencies. For example, we expect to benefit in the areas of raw material purchasing, information technology systems and hedging practices.

Throughout our history, we have successfully used acquisitions and joint venture arrangements to capitalize on opportunities that enhance our operations and business lines. We will have a greater opportunity to pursue this strategy as a public company. Prior to the purchase by HeidelbergCement, between 2003 and 2007, we acquired and integrated 31 businesses into Hanson Building Products. We intend to selectively pursue acquisitions of businesses that we believe are a complementary geographical or product offering fit with our existing operations and that provide an opportunity to generate attractive returns. We believe there are numerous current acquisition opportunities and significant synergies will be available upon acquisition. Additionally, we believe there are opportunities for joint ventures offering efficiencies while involving low capital requirements. For example, our pipe and precast joint venture with Americast, Inc. that began in 2012 has resulted in significant efficiencies.

We believe we are well positioned to take advantage of renewed growth and recovery in the residential, infrastructure and non-residential construction markets in the United States, Eastern

Canada and the United Kingdom. The replacement of aging water drainage and sewer infrastructure (estimated to cost approximately $298 billion between 2013 and 2033, according to ASCE) and stricter EPA guidelines for storm water and wastewater management will drive additional demand for our gravity pipe products. According to Freedonia, demand for concrete gravity pipe in the United States and Eastern Canada is expected to grow at a CAGR of 7.8% from 2013 to 2018. The U.S. Federal Highway Administration estimates that $170 billion will be needed annually to improve the condition of the nation's roads and highways, a significant increase from the $101 billion that is needed to simply maintain their current condition, which will further drive demand for gravity pipe and concrete precast.

According to the American Waterworks Association, required investment in drinking water infrastructure in the United States is expected to total more than $1 trillion in the next 25 years. According to Freedonia, sales of large diameter concrete and steel pressure pipe in the United States and Eastern Canada are expected to increase at a CAGR of 6.6% from 2013 to 2018 driven by rebounding construction expenditures, particularly in water and sewer applications. According to Freedonia, the U.S. and Eastern Canada demand for brick is projected to expand at a CAGR of 10.6% from 2013 to 2018, with bricks continuing to draw homeowner appeal for their look, durability and fire resistance.

U.K. demand for brick is expected to benefit from the current shortage of housing in the United Kingdom as well as continued remodeling of existing structures built with Fletton brick. According to the House of Commons Library, the 2008-based household projections for England forecast an average annual increment of 232,000 households up to 2033 exceeding the number of homes added to the dwelling stock in recent years by a considerable margin. In the year ending March 2014, provisional figures indicate that 112,630 dwellings were completed in England, representing an increase on the previous year's 107,820, but still well below what is needed. As U.K. dwelling stock increases to meet pent-up housing demand, we expect the demand for our bricks to increase.

Continued Focus on Maximizing Our Operating Leverage and Improving Our Cost Structure.

We are actively engaged in continuous improvement in our operating segments. In 2013, our Adjusted EBITDA improved by 100.1% despite a 4.5% decline in net sales largely as a result of efficiency improvements and improved operating leverage in certain of our segments. We anticipate that as our markets continue to recover we will benefit from our operating leverage and focus on operating efficiency. While we have reduced our manufacturing capacity during the past several years, we have retained the flexibility to restore certain idled lines, facilities and manufacturing shifts in order to increase our production as market conditions improve. This incremental capacity can be selectively restarted, providing us with the ability to match increasing levels of customer demand as our markets improve, without the need for significant capital investment.

We manufacture gravity pipe and precast in 53 plants in the United States and four plants in Eastern Canada. Gravity pipe has residential, infrastructure and non-residential applications. It is primarily used for storm water applications such as storm drains for roads and driveways. In addition, gravity pipe is used for sanitary sewers, low-pressure sewer force mains and siphons, jacked or tunneled systems, treatment plant piping and utility tunnels.

Gravity pipe consists of concrete reinforced by a steel cage. It is manufactured by rolling a steel mesh and pouring concrete around it. Gravity pipe is manufactured in round, elliptical and arch shapes ranging from 12 inches to 144 inches in diameter and in box shapes ranging from 3 feet to 15 feet in length and width.

In addition to gravity pipe, we manufacture a wide variety of precast concrete products, including box culverts, utility boxes, manholes, drainage inlets and pipe end sections. These precast concrete

products are used for applications such as roadway drainage, airport drainage, storm water management, utility construction and water treatment and filtration systems such as septic tanks and grease and sand traps. In addition, our precast concrete products include highway noise barriers, bridges and railroad crossings.

Precast concrete is manufactured using either the wet cast method or the dry tamp method, depending on the size of the piece and the number of identical pieces to be manufactured. In the wet cast method, a concrete mix with relatively high water content is poured into a mold and allowed to cure in the mold. In the dry tamp method, a concrete mix with low water content, known as zero-slump concrete, is tamped into a mold using pneumatic rammers until it is densely compacted, removed from the mold immediately and allowed to cure in a high humidity environment to ensure proper hydration of the concrete. Precast concrete products typically range in diameter from 4 feet to 10 feet (for round products) or in length and width from 1 foot to 8 feet (for square products).

Gravity pipe is a product that is made to inventory. Precast concrete products are often built to order and are customized for particular projects.

We typically sell our gravity pipe and precast concrete products to contractors that perform construction work for government units, residential and non-residential building owners and developers in many local markets in the United States and Eastern Canada. We also sell our gravity pipe and precast concrete products to utility companies. Several of our largest manufacturing facilities are strategically located in close proximity to our markets. Our gravity pipe and precast concrete products are typically shipped within a radius of 150 miles (and in some cases up to 350 miles) from our manufacturing facilities.

We believe that we are the largest manufacturer of concrete gravity pipe in North America and a leading manufacturer of precast concrete drainage products in the United States and Eastern Canada based on estimated manufacturing capacity. Our largest competitors include Rinker (a unit of Cemex) and Oldcastle (a unit of CRH). We also compete with many regional and local manufacturers. Additionally, our gravity pipe products compete with high density polyethylene (HDPE) and polypropylene (PP) pipe products for some applications.

In addition to our operations, we have a 50% equity interest in CP&P under a joint venture agreement with Americast, Inc. entered into in 2012. CP&P operates 15 plants, nine of which were contributed by us, that serve the Mid-Atlantic and southeastern United States.

We manufacture pressure pipe in six plants in the United States and three plants in Eastern Canada. Our pressure pipe is used in water transmission and distribution lines, power plant cooling water lines, sewage force mains for wastewater and storm water handling and other diverse applications involving the movement of large volumes of water.

We manufacture prestressed concrete cylinder pipe, welded steel pipe and bar-wrapped concrete cylinder pipe. Concrete-lined pressure pipe ranges from 10 inches to 144 inches in diameter and welded steel pipe ranges from 32 inches to 124 inches in diameter. We also manufacture joints, fittings and related components.

Prestressed concrete cylinder pipe consists of a concrete core, a steel cylinder and a high tensile strength wire that is wrapped, under measured tension and at uniform spacing, around the steel

cylinder. This wire wrap places the steel cylinder and concrete core in compression, developing the pipe's ability to withstand specified hydrostatic pressures and external loads. An outside coating of mortar protects the wires.

Welded steel pipe consists of a steel cylinder that is helically formed and welded from a continuous coil of steel, with a centrifugally placed cement mortar lining and polyurethane or tape coating.

Bar-wrapped concrete cylinder pipe combines the physical strength of steel with the structural and protective properties of high strength cement mortar. In this type of pipe, a round steel bar is helically wound around a welded steel cylinder and all surfaces are encased in cement mortar. This composite pipe reacts as a unit when resisting internal pressure and external loads. The inside of the cylinder is lined with centrifugally cast cement mortar.

Our pressure pipe is highly engineered and is built to order for technically demanding applications requiring various thresholds of working pressure, surge pressure and loads. Our engineers work closely with customers to design components and systems to meet specific regulatory and industrial demands. In particular, we have differentiated ourselves from regional competitors in highly regulated customer sectors such as nuclear, coal and solar power generation and special applications.

Our pressure pipe is sold to utility contractors that work on new or replacement pipeline projects, primarily in the East, South and Midwest of the United States and in Eastern Canada. Our pressure pipe is used in projects for regional water authorities and districts, cities, counties, municipalities, port authorities, private companies and industrial clients, including power plants. Concrete pressure pipe is shipped within a radius of 500 miles from our manufacturing facilities and steel pressure pipe is shipped within a radius of over 1,000 miles.

The pressure pipe market, due to the highly technical nature of its products, consists of a small number of national manufacturers. We believe we are the largest manufacturer of concrete pressure pipe and one of the two largest manufacturers of pressure pipe in North America based on estimated manufacturing capacity. Our concrete-lined pressure pipe also competes with pressure pipe made from other materials such as ductile iron, fiberglass, HDPE and polyvinyl chloride (PVC). Our competitors include Northwest Pipe Company, which manufactures steel pressure pipe, Ameron (a unit of National Oilwell Varco, Inc.), which manufactures steel and bar-wrapped pressure pipe, and American Cast Iron Pipe Company, which manufactures ductile iron and steel pressure pipe, in the United States and Munro Companies, which manufactures concrete pressure pipe, in Canada.

We operate 14 brickworks in the United States and 4 in Eastern Canada, which are strategically located near major brick consuming metropolitan areas and raw material reserves. We are recognized in our industry for our product quality and range, as well as our industry-leading customer service.

In North America, bricks are used primarily for decorative cladding. Bricks are selected for their attractive appearance, versatility, low maintenance and durability. A smaller portion of bricks is made to more demanding technical specifications for the non-residential markets.

To manufacture bricks, clay or shale is excavated from the ground and processed, extruded to a required size and shape, cut into individual bricks by means of a wire and finally fired in a kiln. Brick plants are increasingly automated, including the use of robotics to improve brick handling.

Bricks can be manufactured in a wide variety of colors and textures by using different types of clay or shale and manufacturing methods and by adding dyes and pigments. To appeal to different customer tastes in different regions, we offer more than 300 core brick styles in four regional brick collections.

These regional collections cater to customer preferences and traditional local styles. We work closely with designers, architects and builders to design and manufacture brick blends to meet ever-changing consumer demands, including more eco-friendly products. Bricks are products that are made to inventory.

We sell our bricks to a diverse group of customers in the construction industry in the United States and Eastern Canada. Our bricks are typically shipped within a radius of 300 miles from our manufacturing facilities. Our customers, depending on local market customs, include homebuilders, brick distributors and dealers, as well as masonry contractors. Where market size is sufficient to support a sales force and there is reasonable proximity to manufacturing facilities, we have adopted a direct sales model. Where distance to market would require setting up depots and additional handling services, we typically utilize third-party distributors.

We believe that we are one of the two largest clay brick manufacturers in North America based on estimated manufacturing capacity. Our competitors in the United States include Boral USA (a unit of Boral Limited), General Shale, Inc. (a unit of Wienerberger AG), Acme Brick Company (a unit of Berkshire Hathaway Inc.), Glen-Gery Corporation (a unit of CRH plc) and many regional manufacturers. In Eastern Canada, we compete with Brampton Brick and, to a lesser extent, smaller companies and imports from the United States. Our brick business also competes with other materials such as wood, vinyl, fiber cement and stucco manufactured stone.

We operate nine brick manufacturing facilities in the United Kingdom, with a total annual manufacturing capacity in excess of 550 million bricks. We manufacture three types of brick: Fletton bricks, soft mud bricks and extruded bricks. We manufacture bricks in many different colors and textures primarily for use in residential building construction and refurbishment and to a lesser extent for non-residential buildings. The majority of our bricks are facing bricks, which are used for exterior facades.

We are the only manufacturer of the iconic Fletton brick (or London Brick), which is manufactured by press molding high fuel content Oxford clay. Fletton bricks are now rarely used for new residential construction, but are widely used for repair and maintenance work in properties originally built with Fletton brick (estimated by our management to be in excess of 5 million homes in the United Kingdom, primarily in the south of England) and to construct matching additions and extensions for such buildings. Due to their unique characteristics, Fletton bricks command a premium price over other types of bricks. Our Fletton brick factory near Peterborough has a manufacturing capacity of approximately 130 million Fletton bricks per year.

Soft mud bricks are manufactured by placing a mix of clay and water into individual molds, which are then dried and fired in a kiln. Although manufactured by modern machinery that can manufacture 20,000 bricks per hour, soft mud bricks retain the look of hand-molded bricks and sell at a premium price compared to extruded bricks. Soft mud bricks are used primarily in southern and central England. We have a manufacturing capacity of approximately 87 million soft mud bricks each year.

Extruded bricks are now the most widely used form of brick in new home construction. To make an extruded brick, clay is continuously extruded to a required size and shape and then cut into individual bricks by means of a wire. The manufacturing process is highly automated. Extruded bricks are used in all regions of the United Kingdom. Our currently operating factories have a combined capacity of approximately 290 million extruded bricks per year. Our Accrington brickworks is not

currently in operation but is expected to be operational in 2015. Once this facility resumes operation, we expect that our total capacity for extruded bricks will be approximately 340 million bricks per year.

In the United Kingdom, we sell mostly through a large number of distributors that in turn sell our bricks to construction businesses throughout the United Kingdom. We also sell directly to large homebuilders. We have long-standing relationships with many of our customers.

We believe we are one of the two largest manufacturers of clay bricks in the United Kingdom based on estimated manufacturing capacity. The market for bricks in the United Kingdom is highly consolidated, with three manufacturers accounting for nearly 90% of domestic production in 2013. Our principal competitors are Ibstock Brick Limited (a unit of CRH plc) and Wienerberger AG. We also compete to a lesser extent with a number of smaller manufacturers, such as Michelmersh Brick Holdings PLC, and, in the southeastern United Kingdom, with imports from Continental Europe. The primary means of competition are quality, aesthetics and availability of product.

Aircrete blocks are a lightweight concrete product manufactured from cement, fly ash (also known as pulverized fuel ash), lime and an aluminum compound. Aircrete blocks simultaneously provide structure, insulation and resistance to fire and mold. Our aircrete blocks do not contain aggregates. Due to their structure, aircrete blocks can easily be cut on site using standard tools.

Our two aircrete block factories have a combined manufacturing capacity of 800,000 cubic meters of aircrete blocks per year, which we are planning to increase to 830,000 cubic meters in 2015 through an expansion of one of our plants. Our aircrete blocks are sold under the Thermalite brand and are primarily used in the construction of new homes and for repair and maintenance work.

We sell all of our aircrete blocks through distributors that distribute them throughout the United Kingdom. We have long-standing relationships with many of our customers.

We believe that we are the second largest manufacturer of aircrete blocks in the United Kingdom. The market for aircrete blocks in the United Kingdom is highly consolidated, with three companies accounting for more than 90% of the market. Our two principal competitors are H+H and Tarmac Building Products, which is owned by Lafarge Tarmac Holdings, a joint venture of Lafarge and Anglo-American. Aircrete blocks also compete with aggregate blocks and wood frame construction.

We manufacture aggregate blocks at our factories near Peterborough and Abingdon. Aggregate blocks are manufactured from cement, sand, aggregates (which may include recycled aggregates) and water. Aggregate blocks are used for internal walls and structural elements in residential and non-residential construction. Our aggregate blocks are available in a variety of densities, strengths, sizes and configurations to suit a variety of applications.

Our aggregate blocks are sold primarily through distributors in the southeastern United Kingdom, including London.

Our competitors in aggregate blocks in the United Kingdom include major integrated building materials companies, such as Lafarge Tarmac Holdings Limited, Cemex S.A.B de C.V., Holcim Ltd. and many smaller local manufacturers. The primary means of competition are proximity to end markets and quality and availability of products.

We manufacture one of the United Kingdom's most comprehensive ranges of chimney and roofing components. Products include fire-backs, clay and concrete flue liners, chimney pots and terminals, as well as clay and concrete ridge tiles and finials. These components are primarily used for repair and maintenance of older homes as well as the construction of custom homes that incorporate these traditional elements.

Our other operations include our precast flooring and other precast products business in the United Kingdom, our structural precast and roof tile businesses in North America and our concrete pavers and external wall insulation businesses in the United Kingdom.

In the United Kingdom, we manufacture engineered structural flooring and stair solutions for all floor levels, across all markets in all building types, complemented by a nationwide design and installation service. Our Hollowcore floors are used for floors of multifamily developments and provide long-term, robust solutions. Our beam and block floors are used on ground floors as an alternative to pouring the concrete flooring on site. We also provide a wide range of standard and bespoke stairs and landings, including innovative spiral designs. These products are primarily used in residential buildings.

Our precast concrete products in the United Kingdom are used in residential, infrastructure and non-residential applications. Our other products include box culverts, retaining walls, barriers, Bridge Deck system for bridges and other bespoke products.

Our flooring, stair and precast products are built to order and are customized for particular projects.

We manufacture structural precast products in the western United States and manufacture a limited range of precast concrete bridge girders for highway projects in Eastern Canada. We manufacture a variety of structural precast products primarily for infrastructure and non-residential applications, including hollow-core planks, girders, beams, prestressed planks, double-tees, columns, spandrels, wall panels, stairs, garage floors and architectural cladding. These products are used as structural and architectural elements in building structures such as parking garages and bridges. Structural precast products are highly engineered, technical products that are customized for specific projects.

In North America, we manufacture concrete roof tiles in a variety of sizes and colors. Our roof tiles are used for single and multifamily developments and non-residential and re-roofing applications in Florida and Texas. Concrete roof tiles are manufactured by extruding a concrete mix into individual molds. The tiles are cured in kilns, hardened and stored for distribution.

In the United Kingdom, we manufacture and distribute concrete block pavers under the Formpave brand. Our product range includes a number of premium products, including the patented Aquaflow sustainable urban drainage system for which we also provide a design service for customers. Aquaflow utilizes permeable concrete paving blocks coupled with an approved membrane and sub-base to prevent runoff and flooding from paved areas. It can allow the water to drain away or can be used to harvest and filter storm water for later use.

In the United Kingdom, we manufacture external wall insulation solutions for residential buildings. Our panels are strong and rigid, yet lightweight, and are designed as a two-way spanning, high tensile component that may be installed vertically or horizontally. These panels are used to replace or upgrade defective or inefficient cladding on older residential buildings in order to improve insulation and provide additional structural support.

Our gravity pipe, bricks, aircrete blocks, aggregate blocks, roof tiles and certain precast concrete products are made to inventory. We have established target levels of inventory for these items that we attempt to keep available at our manufacturing facilities to meet demand. Inventories are held at manufacturing facilities and, to a lesser extent, at distribution yards. Because bricks and roof tiles have decorative functions, we attempt to predict customers' changing tastes and manage our inventory accordingly.

Our pressure pipe, structural precast products and most precast concrete products are customized products that are made to order. Our order backlog for precast concrete products is typically two to six months, while order backlog for pressure pipe is approximately twelve months.

We seek to attract and retain customers through exceptional customer service, leading product quality, broad product and service offerings and competitive pricing. Our market strategy for products with non-residential end uses is centered on building and maintaining strong customer relationships rather than traditional advertising. Our market strategy for bricks is centered on providing aesthetically pleasing products for the end user, coupled with providing sales tools and information directly to our channel partners (builders, distributors and masons) to facilitate the end consumer's choice in selecting our products.

Each of our product groups has its own specialized sales force. Overall, we employ approximately 225 sales and support professionals in North America. Our sales force and customer service functions are staffed by experienced professionals who have been trained in our product lines, processes and systems, and they consistently maintain touch points with homebuyers, architects, builders, masons and distributors.

In North America, we outsource all of our product deliveries by using a combination of dedicated carriers and other third-party carriers.

In the United Kingdom, we sell our products through centrally coordinated regional sales teams, consisting of territory sales representatives, who report to our director of sales. Overall, we employ approximately 110 sales and support professionals in the United Kingdom.

Our products are delivered by truck in the United Kingdom. We deliver most of our bricks, aircrete blocks and aggregate blocks to our customers. The remainder is collected by our customers at our facilities. Of the bricks, aircrete blocks and aggregate blocks that we deliver in the United Kingdom, approximately half are delivered using our centrally managed fleet of 95 specialized vehicles. The other half is carried by third-party haulers. Our other products are all transported by third-party haulers. We lease all of the vehicles in our fleet and we are planning to increase the size of our fleet in the next few years to be able to meet anticipated increases in demand. We expect that these new vehicles will be leased.

The primary material for most of our products is concrete, which consists of cement, sand and aggregates. Additional inputs include steel, which is a primary input material for our gravity pipe and pressure pipe, and clay, shale and natural gas for our brick business.

Most of our raw materials are widely available commodities. We have not experienced any significant shortages of raw materials. Because of their low value-to-weight ratios, we generally source our raw materials in the vicinity of our facilities. To the extent we do not produce them, we usually purchase our raw materials in the spot market, except where a significant need of materials for a project is foreseeable. We generally do not enter into long-term supply contracts with our suppliers that require us to purchase particular quantities or to pay particular prices. In our project-based businesses, we may pass certain raw material costs to end users through step-up mechanisms included in our price quotes tied to the timing of execution.

Since our acquisition in 2007, we have obtained our cement from HeidelbergCement if there is a suitable HeidelbergCement facility nearby, and otherwise from other cement suppliers. In connection with this offering, we intend to enter into a cement supply agreement with HeidelbergCement that will govern our cement purchases from HeidelbergCement. See "Certain Relationships and Related Party Transactions—Cement Supply Agreement." We have purchased sand and aggregates from HeidelbergCement and other suppliers in close proximity to our plants.

We purchase our steel from a number of different suppliers. If there is a steel supplier nearby with which we have a corporate agreement, we typically buy under that agreement. Steel purchases for our pressure pipe business in the United States are centrally managed by our pressure pipe head office. Since our acquisition in 2007, our contract negotiations with steel suppliers were handled by the HeidelbergCement corporate purchasing team. We will perform this function ourselves following the separation.

We obtain approximately 95% of the clay and shale for our bricks from clay pits that we operate on land that we own or lease under long-term leases in the vicinity of our brickworks in the United States, Eastern Canada and the United Kingdom. In the United States and Eastern Canada, we own 34 sites with clay and shale reserves that, at current production, represent on average more than 70 years' supply. In the United Kingdom, we control, by ownership, long-term lease or option, Fletton clay reserves that, at current production, represent in excess of 90 years' supply, and non-Fletton clay and shale reserves that, at current production, represent in excess of 60 years' supply. We purchase the remaining portion of our clay and shale (primarily specialty clays that we use in limited quantities) from various suppliers.

The natural gas used in our brickworks is sourced from a number of different gas suppliers. While we purchase most of our natural gas on the spot market, in the United Kingdom we occasionally commit in advance to buy certain quantities of natural gas at specified prices.

Fly ash, which is used in our aircrete blocks in the United Kingdom, is a byproduct of the combustion of coal in coal-fired power plants. Due to more stringent environmental regulations and the availability of alternative fuel sources such as biomass, the number of coal-fired plants in the United Kingdom is declining, resulting in decreased production of fly ash. If we are unable to meet our needs for fly ash in future years, we may be required to look for alternative sources such as reclaiming fly ash that has previously been discarded, importing fly ash from other countries or using substitute material such as silica sand. We own a wharf in Southampton, England that, following certain capital improvements will be suitable for importing fly ash. Such alternative sources could be more difficult to obtain or more expensive than our current supplies of fly ash.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

As of June 30, 2014, we had 4,676 employees; 935 of these employees were salaried and 3,741 were hourly. Of the total number of employees, 2,700 were located in the United States, 577 were located in Eastern Canada and 1,399 were located in the United Kingdom. The number of hourly workers we employ varies to match our labor needs during periods of fluctuating demand. From time to time, we employ temporary workers to meet increased demand.

Approximately 37% of our workforce in North America is covered by collective bargaining agreements. Approximately 48% of these employees are included in a collective bargaining agreement that expires within one year. We recognize trade unions at most, but not all, of our plants in the United Kingdom. Union-organized work stoppages have occurred at some of our plants in the United Kingdom in the past and may occur in the future. We have not had any union-organized work stoppages in the United States or Eastern Canada over the last ten years. We believe that we have good relationships with our employees and with the unions representing our employees. We do not anticipate any material adverse consequences resulting from negotiations to renew any collective bargaining agreements.

We have a broad network of 89 manufacturing facilities and eleven distribution facilities in the United States and Eastern Canada and 18 manufacturing facilities in the United Kingdom. Our global headquarters are located in Maidenhead, United Kingdom.

The following chart provides additional information about the Company's manufacturing facilities:

Facility	Location	Owned or Leased

St. Martinville	St. Martinville, Louisiana, U.S.	Owned
New Orleans	New Orleans, Louisiana, U.S.	Owned
Jackson(2)	Jackson, Mississippi, U.S.	Owned
Pelham(3)	Pelham, Alabama, U.S.	Owned
Montgomery	Montgomery, Alabama, U.S.	Owned
Winter Haven	Winter Haven, Florida, U.S.	Owned
Gretna	Gretna, Florida, U.S.	Owned
Columbus	Columbus, Ohio, U.S.	Owned
Wauregan	Wauregan, Connecticut, U.S.	Owned
Wakefield	Wakefield, Rhode Island, U.S.	Owned
El Mirage	Phoenix, Arizona, U.S.	Owned
Florin Rd	Sacramento, California, U.S.	Owned
Waco	Lorena, Texas, U.S.	Owned
Deland	Deland, Florida, U.S.	Owned
Dayton	Dayton, Ohio, U.S.	Owned
LaPlace	LaPlace, Louisiana, U.S.	Leased
Como	Como, Mississippi, U.S.	Owned
Hattiesburg(2)^(a)	Hattiesburg, Mississippi, U.S.	Owned
Athens	Athens, Georgia, U.S.	Owned
Marianna	Marianna, Florida, U.S.	Owned
Macedonia	Macedonia, Ohio, U.S.	Owned
Mascouche	Mascouche, Quebec, Canada	Owned
Ottawa	Gloucester, Ontario, Canada	Owned
Whitby	Whitby, Ontario, Canada	Owned
Cambridge	Cambridge, Ontario, Canada	Owned
Salem^(b)	Salem, Virginia, U.S.	Owned
Jessup^(b)	Howard, Maryland, U.S.	Owned
Hanover^(b)	Hanover, Virginia, U.S.	Owned
Chesapeake^(b)	Chesapeake, Virginia, U.S.	Owned
Oakboro^(b)	Stanly, North Carolina, U.S.	Owned
Dunn^(b)	Harnett, North Carolina, U.S.	Owned
Rincon^(b)	Effingham, Georgia, U.S.	Owned
Summerville^(b)	Dorchester, South Carolina, U.S.	Owned
Green Castle^(b)	Greencastle, Pennsylvania, U.S.	Owned
Hanover^(b)	Ashland, Virginia, U.S.	Owned
Charleston^(b)	Charleston, South Carolina, U.S.	Owned
Ashland^(b)	Ashland, Virginia, U.S.	Owned
Harrisonburg^(b)	Harrisonburg, Virginia, U.S.	Owned
Martinsburg^(b)	Martinsburg, West Virginia, U.S.	Owned
Barnewell^(b)	Barnwell, South Carolina, U.S.	Owned

(a) includes bridges
(b) 50% owned via joint venture
*North America Pressure Pipe(9)*
Grand Prairie	Grand Prairie, Texas, U.S.	Owned
Lubbock	Lubbock, Texas, U.S.	Owned
Hattiesburg	Hattiesburg, Mississippi, U.S.	Owned
Palatka	Palatka, Florida, U.S.	Owned
South Beloit	South Beloit, Illinois, U.S.	Owned
Bakewell	Bakewell, Tennessee, U.S.	Owned
St. Eustache	St. Eustache, Quebec, Canada	Owned
Stouffville	Stouffville, Ontario, Canada	Owned
Uxbridge	Uxbridge, Ontario, Canada	Owned

Facility	Location	Owned or Leased

*North America Bricks(18)*
Monroe	Monroe, North Carolina, U.S.	Owned
Columbia(2)	Columbia, South Carolina, U.S.	Owned
Roseboro	Roseboro, North Carolina, U.S.	Owned
Stanton	Stanton, Kentucky, U.S.	Owned
Michigan	Corunna, Michigan, U.S.	Owned
Mineral Wells	Mineral Wells, Texas, U.S.	Owned
Mineral Wells East	Mineral Wells, Texas, U.S.	Owned
Athens	Athens, Texas, U.S.	Part owned, part leased
Caddo	Morringsport, Louisiana, U.S.	Owned
Elgin(2)	Elgin, Texas, U.S.	Owned
Ogden(2)	Schertz, Texas, U.S.	Owned
Aldershot	Burlington, Ontario, Canada	Owned
Burlington(2)	Burlington, Ontario, Canada	Owned
LaPrairie	LaPrairie, Quebec, Canada	Owned
*U.K. Bricks & Blocks(14)*
Measham(2)^(c)	Swadlincote, Derbyshire, U.K.	Owned
Desford	Coalville, Leicestershire, U.K.	Owned
Kirton	Newark, Nottinghamshire, U.K.	Part owned, part leased
Wilnecote	Wilnecote, Staffordshire, U.K.	Part owned, part leased
Howley Park	Dewsbury, West Yorkshire, U.K.	Part owned, part leased
Accrington	Accrington, Lancashire, U.K.	Owned
Claughton	Lancaster, Lancashire, U.K.	Owned
Kings Dyke(2)	Whittlesey, Cambridgeshire, U.K.	Part owned, part leased
Cradley Heath	Cradley Heath, West Midlands, U.K.	Part owned, part leased
Milton	Abingdon, Oxfordshire, U.K.	Part owned, part leased
Hams Hall	Coleshill, Warwickshire, U.K.	Owned
Newbury	Thatcham, Berkshire, U.K.	Owned

(c) roofing products
*Other(9)*
*U.K. Precast Flooring and Other Precast Products*
Hoveringham	Nottingham, Nottinghamshire, U.K.	Owned
Somercotes	Alfreton, Derbyshire, U.K.	Owned
*North America Structural Precast*
Salt Lake City	Salt Lake City, Utah, U.S.	Owned
Caldwell	Caldwell, Idaho, U.S.	Owned
*North America Roof Tile*
Deerfield Beach	Deerfield Beach, Florida, U.S.	Owned
Fort Myers	Fort Myers, Florida, U.S.	Owned
Luling	Luling, Texas, U.S.	Owned
*U.K. Concrete Pavers*
Coleford	Coleford, Gloucestershire, U.K.	Leased
*U.K. External Wall Insulation*
Meltham	Huddersfield, West Yorkshire, U.K.	Leased

Plants are assigned work on a lowest-cost basis unless further consideration is required based on plant workload or detailed job requirements. Certain of our manufacturing plants are currently running at or close to full capacity. Due to actual and expected increases in demand for our bricks in the United Kingdom, we reopened our Claughton brickworks in 2013 and are in the process of recommissioning our

Accrington brickworks, which we expect to be operational at the end of 2014. We also own two former brickworks, Clockhouse in Dorking, Surrey, United Kingdom and Swillington in Leeds, West Yorkshire, United Kingdom, which we may use in the future for the construction of new brickworks.

We operate a fleet of 95 trucks in the United Kingdom, which we lease, to deliver products from our distribution and manufacturing centers to our customers.

We own various United States and foreign patents, registered trademarks, trade names and trade secrets and applications for, or licenses in respect of, the same that relate to our various business lines. We believe that our patents, trademarks, trade names and trade secrets are adequately protected and that any expiration of patents and patent licenses would not have a material adverse effect upon our business, financial condition or results of operations.

Pursuant to a license from HeidelbergCement, we will have the right to use the Hanson name, branding and related intellectual property for a period of following the separation. Accordingly, we expect to discontinue the use of the Hanson name, branding and related intellectual property and change our name by . In North America, we currently market most of our products under the Hanson brand. In the United Kingdom, many of our products are sold under trade names other than Hanson, such as London Brick for our Fletton bricks, Thermalite for our aircrete blocks, Jetfloor for certain of our precast flooring solutions, Formpave and Aquaflow for our concrete pavers and Red Bank for our specialized clay roofing products. We do not believe that this change will have a material effect on our business, financial condition or results of operations.

We are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those pertaining to air emissions, water discharges, the use, storage, discharge, handling, disposal, transport and cleanup of solid and hazardous materials and wastes, the investigation and remediation of contamination, the health and safety of our employees and the protection of the environment and natural resources. As our operations involve, and have involved, the handling, transport and distribution of materials that are, or could be classified as, toxic or hazardous or otherwise as pollutants, there is some risk of contamination and environmental damage inherent in our operations and the products we handle, transport and distribute. Our environmental, health and safety liabilities and obligations may result in significant capital expenditures and other costs, which could negatively impact our business, financial condition and/or results of operations. We may be fined or penalized by regulators for failing to comply with environmental, health and safety laws and regulations. In addition, contamination resulting from our current or past operations may trigger investigation or remediation obligations, which may have a material adverse effect on our business, financial condition and results of operations.

On June 11, 2009, the EPA initiated a rule-making process to establish limitations for hydrogen fluoride, hydrogen chloride and metals emitted from brick and clay ceramics kilns and from dryers and glazing operations at clay ceramics manufacturing facilities in the United States. The rule will require the installation of "maximum achievable control technology" or "MACT" at affected facilities. Twelve of our facilities will be covered by this rule. Of those, we currently believe at least seven will have to install new MACT-compliant pollution control equipment. We have currently budgeted $12 million for capital expenditures to achieve compliance with the rule.

We have been from time to time, and may in the future become, party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business. We are not currently involved in any legal proceedings that could be reasonably expected to have a material adverse effect on our business or our results of operations. We may become involved in material legal proceedings in the future. See Note 11 to the audited combined predecessor financial statements included in this prospectus.

Set forth below is information concerning our current officers and directors as of the date of this prospectus. There are no family relationships among the executive officers or between any executive officer or director. Our executive officers are appointed by the board of directors to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the board of directors or until a successor has been chosen and qualified or until such officer's death, resignation or removal. Unless otherwise indicated, the business address of all of our executive officers and directors is Hanson Building Products Limited, Hanson House, 14 Castle Hill, Maidenhead SL6 4JJ, United Kingdom.

Plamen Jordanoff was appointed Chief Executive Officer and President, Hanson Building Products North America and United Kingdom in July 2014 and became a director of the Company on September 5, 2014. He joined Hanson PLC in the United Kingdom in February 2004 in strategy and development, after which he assumed management responsibility for a number of product lines, including marine aggregates and national contracting. Following HeidelbergCement's acquisition and integration of Hanson, Mr. Jordanoff moved to Germany in 2009 to lead the Strategy, M&A and Cementitious Materials function for the combined HeidelbergCement Group. In October 2012, Mr. Jordanoff was named President of Hanson Building Products North America. Prior to joining Hanson, Mr. Jordanoff served as a strategy consultant with L.E.K. Consulting where he worked on a variety of projects in the Building Materials sector. Mr. Jordanoff holds a B.A. degree in Economics from Harvard University and an M.B.A. degree from INSEAD.

Mark Conte was appointed Chief Financial Officer, Hanson Building Products North America and United Kingdom in July 2014. He joined Hanson North America, a division of Hanson PLC, in July 2000 as the Corporate Controller, and in 2007 he assumed responsibility of the Operations Controller for the Materials business. Following HeidelbergCement's acquisition of Hanson, Mr. Conte was promoted to Corporate Controller and Chief Accounting Officer, in which role he oversaw internal and external financial reporting activities, including risk management. Prior to joining Hanson, he spent over eleven years in public accounting, including working as a Senior Manager, Assurance and Advisory

Business Practice, for Ernst & Young LLP. Mr. Conte holds a B.Sc. degree in Accounting from Rutgers University.

Mark Carpenter was appointed Senior Vice President of Hanson Engineered Products in May 2013 and is responsible for the North America pressure pipe, U.S. structural precast and Eastern Canada gravity pipe and precast businesses. Mr. Carpenter joined Hanson in October 2005 and managed a number of gravity pipe and precast businesses in the United States, assuming responsibility for all of U.S. Gravity Pipe & Precast in 2012. Prior to joining Hanson, Mr. Carpenter served as Senior Consultant with Collinson Grant, where he led post-acquisition integration and restructuring assignments for Hanson across North America. His early career was with British American Tobacco in the United Kingdom and Russia. Mr. Carpenter holds a B.Sc. degree in Engineering from Brunel University, London and an M.B.A. degree from Henley Business School.

Stephen Harrison was appointed Managing Director of Hanson Building Products United Kingdom in September 2012. Prior to that, Mr. Harrison held the role of Commercial Director for Hanson Building Products United Kingdom. He joined Hanson PLC in the United Kingdom in October 2002 and has held a variety of senior general management roles in Hanson Building Products United Kingdom as well as Hanson Quarry Products United Kingdom. Mr. Harrison holds a B.A. degree in Economics from Kingston University, London, and and M.B.A. degree from Cranfield School of Management.

Scott Szwejbka was appointed as Senior Vice President of Hanson Pipe & Precast United States in September 2013 after serving as the Vice President of Sales for the preceding two years. He joined Hanson in August 2005 as the Vice President of Operations for the Brick West group and assumed progressively higher management responsibility for a number of brick and roof tile businesses in the United States. Prior to joining Hanson, Mr. Szwejbka served as an Operations and Engineering Manager for Pactiv in Georgia and California, with prior experience in the chemical industry working for Devro-Teepak in Belgium and the United States. Mr. Szwejbka holds a B.Sc. degree in Chemical Engineering from the University of Wisconsin-Madison and an M.B.A. degree degree from the University of Illinois-Champaign.

Charlie L. Ward was appointed Senior Vice President of Hanson Brick and Tile in October 2010. He joined Hanson Brick in 2002 and held a number of senior finance roles in brick and roof tile businesses culminating with his appointment in June 2004 as Chief Financial Officer of Hanson Brick and Tile. In 2006, Mr. Ward was appointed as Vice President of Sales for Hanson Brick North America and was later promoted to General Manager of Hanson Brick East in 2007. Prior to joining Hanson, Mr. Ward was President of Scholl America, Inc., an international textile machinery company. Mr. Ward has a B.Sc. degree in accounting from the University of North Carolina at Greensboro and holds a certified public accountant license in the state of North Carolina.

We intend to apply to list the ordinary shares offered in this offering on the NYSE. HeidelbergCement will control more than 50% of the voting power of our ordinary shares following completion of this offering, so under the NYSE's current listing standards, we would qualify for and

intend to avail ourselves of the "controlled company" exception under the corporate governance rules of the NYSE. Accordingly, as a controlled company, we would not be required to have (1) a majority of "independent directors" on our board of directors, (2) a compensation committee and a nominating and corporate governance committee composed entirely of "independent directors" as defined under the rules of the NYSE or (3) an annual performance evaluation of the compensation and nominating and corporate governance committees. The "controlled company" exception does not modify the independence requirements for the audit committee, which require that our audit committee be composed of at least three members, a majority of whom will be independent within 90 days from the date of this prospectus and each of whom will be independent within one year from the date of this prospectus.

As of September 5, 2014, our board of directors consisted of four members. Three of our directors, David J. Clarke, Edward A. Gretton and Benjamin J. Guyatt, have been appointed on an interim basis in connection with the establishment of the Company and the transition of the business through the preparatory stages of the IPO process, and may resign prior to the effectiveness of the registration statement of which this prospectus is a part. Upon completion of this offering, we expect that our board of directors will consist of nine members. Our Articles of Association will provide that our board of directors consists of no less than or more than persons. The exact number of members on our board of directors will be determined from time to time by resolution of a majority of our full board of directors.

Immediately following the completion of this offering, we expect that at least three members of our board of directors will be "independent" under the rules of the NYSE.

We expect our board members collectively will have the experience, qualifications, attributes and skills to effectively oversee the management of our company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing our company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of our company and our shareholders and a dedication to enhancing shareholder value.

Upon consummation of this offering, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The members of each committee will be appointed by the board of directors and serve until their successor is elected and qualified, unless they are earlier removed or resign. Each of the committees will report to the board of directors as it deems appropriate and as the board may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Upon the completion of this offering, our board of directors will establish an audit committee that consists of at least two directors who are not otherwise affiliated with either us or HeidelbergCement. In compliance with NYSE rules, we expect our audit committee will include at least three members, all of whom will be independent, within one year of the listing date of our ordinary shares on the NYSE.

We expect that our board of directors will determine that each of these members will be "financially literate" under the rules of the NYSE.

Our audit committee will, among other matters, oversee (1) our financial reporting, auditing and internal control activities; (2) the integrity and audits of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the qualifications and independence of our independent auditors; (5) the performance of our internal audit function and independent auditors; and (6) our overall risk exposure and management. Duties of the audit committee will also include the following:

, and will serve on the audit committee upon the consummation of this offering, with serving as the chair of the audit committee. The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. The board of directors has determined that qualifies as an "audit committee financial expert," as such term is defined in the rules of the SEC. The designation does not impose on any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our board of directors will adopt a written charter for the audit committee, which will be available on our corporate website at upon the completion of this offering. The information on our website is not part of this prospectus.

Upon completion of this offering, our compensation committee will consist of and . will serve as the chair of the compensation committee. Because we will be a "controlled company" under the rules of the NYSE, our compensation committee is not required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the compensation committee accordingly in order to comply with such rules.

The compensation committee will have the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant's fees and the other terms and conditions of the consultant's retention. The compensation committee will, among other matters:

Upon completion of this offering, our nominating and governance committee will consist of and . will serve as the chair of the nominating and corporate governance committee. Because we will be a "controlled company" under the rules of the NYSE, our nominating and governance committee is not required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of our nominating and governance committee accordingly in order to comply with such rules. The nominating and corporate governance committee will, among other matters:

No member of the compensation committee was at any time after the date of our formation, or currently is, an officer or employee of the Company, and no member of the compensation committee had any relationship with us requiring disclosure under Item 404 of SEC Regulation S-K. None of our

executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, with support from the three standing committees to be established upon the completion of this offering, our audit committee, our compensation committee and our nominating and corporate governance committee, each of which will address risks specific to its respective areas of oversight. In particular, our audit committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee will also monitor compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee will provide oversight with respect to corporate governance and ethical conduct and will monitor the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. All committees report to the full board as appropriate, including when a matter rises to the level of a material or enterprise-level risk. In addition, the board of directors receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

In connection with this offering, our board of directors will adopt a code of business conduct and ethics that establishes the standards of ethical conduct applicable to all of our directors, officers, employees, consultants and contractors. The code of ethics will address, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, compliance with applicable governmental laws, rules and regulations, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of ethics, employee misconduct, conflicts of interest or other violations. Any waiver of our code of ethics with respect to our chief executive officer, chief financial officer, chief operating officer, controller or persons performing similar functions may only be authorized by our nominating and corporate governance committee and will be promptly disclosed as required by law and NYSE regulations and posted on our website. Amendments to the code must be approved by our board of directors and will be promptly disclosed and posted on our website (other than technical, administrative or non-substantive changes). Our code of ethics will be publicly available on our website at and in print to any shareholder who requests a copy. The information on our website is not part of this prospectus.

Our board of directors will adopt corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board and chief executive officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third

parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our nominating and corporate governance committee will review our corporate governance guidelines at least once a year and, if necessary, recommend changes to our board of directors. Additionally, our board of directors will adopt independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines will be posted on our website at . The information on our website is not part of this prospectus.

For information concerning limitations of liability and indemnification applicable to our directors and officers, see "Description of Share Capital—Limitation of Liability of Directors and Officers."

Our directors were appointed in 2014. As a result, they received no compensation for their service as a director for the year ended December 31, 2013. In connection with our separation from HeidelbergCement prior to or concurrently with the completion of this offering, our board of directors will establish a compensation program for our non-employee directors.

We will also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board of directors and committee meetings. Directors who are employees will not receive any compensation for their services as directors.

We recognize that our employees are the most important investment for our continued success. Our comprehensive compensation programs ensure that pay is competitive with external labor markets and internally equitable. Our pay programs are designed to attract, motivate, retain and reward the employees responsible for our success, long-term growth and profitability.

These programs are structured to maximize each executive officer's long-term commitment to our success and align their financial interests with the financial interests of our shareholders.

Before this offering, all of our outstanding ordinary shares are held by the Selling Shareholder, a wholly-owned subsidiary of HeidelbergCement. After completion of this offering, HeidelbergCement will own approximately % of our outstanding ordinary shares, or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full.

As our controlling shareholder after this offering, HeidelbergCement will continue to exercise significant influence over our business policies and affairs, including control of the composition of our board of directors and any action requiring the approval of our shareholders.

In connection with this offering and our separation from HeidelbergCement, we and HeidelbergCement intend to enter into certain agreements that will effect the separation of our business from HeidelbergCement and provide a framework for our relationship with HeidelbergCement after this offering. The following is a summary of the terms of the material agreements that we intend to enter into with HeidelbergCement prior to the completion of this offering.

Of the agreements summarized below, the material agreements will be filed as exhibits to the registration statement of which this prospectus is a part, and the summaries of these agreements set forth the terms of the agreements that we believe are material.

We intend to enter into a separation and purchase agreement with HeidelbergCement prior to or concurrently with the completion of this offering. This agreement will govern certain pre-offering transactions, as well as the relationship between HeidelbergCement and us following this offering.

Historically, HeidelbergCement has provided us with executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development, which we refer to collectively as the HeidelbergCement services. The transitional services agreement will become operative prior to the completion of this offering and the HeidelbergCement services will continue for an initial term of , unless earlier terminated or extended according to the terms of the transitional services agreement.

We will pay HeidelbergCement mutually agreed fees for the HeidelbergCement services, which will be based on HeidelbergCement's cost of providing the HeidelbergCement services. We estimate that the aggregate annual fees we will pay initially will be about $ per year.

Historically, we have purchased a significant portion of the cement we require as raw material for our products from HeidelbergCement. Prior to or concurrently with the completion of this offering, we intend to enter into a cement supply agreement with HeidelbergCement that will govern our future cement purchases from HeidelbergCement.

We intend to enter into a tax matters agreement with HeidelbergCement prior to or concurrently with the completion of this offering. The tax matters agreement will govern HeidelbergCement's and

our respective rights, responsibilities and obligations after this offering with respect to taxes for certain tax periods.

Prior to the completion of this offering, we will enter into a tax receivable agreement with HeidelbergCement, pursuant to which we will be obligated to make annual payments to HeidelbergCement equal to 85% of certain U.S. federal tax benefits realized by us and our subsidiaries. The determination of the amount payable to HeidelbergCement will be based on an annual calculation comparing the U.S. federal cash taxes which would have been payable without the benefit of any pre-separation federal tax loss carry forwards to the actual cash taxes paid for such tax year. The amount payable to HeidelbergCement will equal 85% of the excess of the federal cash taxes which would have been payable without the application of pre-separation tax loss carry forwards over the actual federal cash taxes paid for the relevant tax year.

We will enter into an employee matters agreement with HeidelbergCement prior to or concurrently with this offering. The employee matters agreement will govern HeidelbergCement's and our rights, responsibilities and obligations after this offering with respect to the following matters:

Prior to the completion of this offering, we will enter into a shareholders agreement (the "Shareholders Agreement") with HeidelbergCement.

The Shareholders Agreement that we will enter into prior to completion of this offering provides certain rights to HeidelbergCement with respect to the designation of directors for nomination and election to our board of directors, as well as registration rights for certain of our securities owned by HeidelbergCement.

Prior to the consummation of this offering, our board of directors will adopt a written policy, which we refer to as the related person transaction approval policy, for the review of any transaction, arrangement or relationship in which we are a participant, if the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest. This policy will not be in effect when we enter into the transactions described above.

Each of the agreements between us and HeidelbergCement that have been entered into prior to the completion of this offering, and any transactions contemplated thereby, will be deemed to be approved and not subject to the terms of such policy.

A copy of our related person transaction approval policy will be available on our website upon consummation of this offering.

Before this offering, all of our outstanding ordinary shares were held by the Selling Shareholder, a wholly-owned subsidiary of HeidelbergCement. Upon completion of this offering, HeidelbergCement will beneficially own approximately % of our ordinary shares or % if the underwriters exercise their option to purchase additional ordinary shares in full. After completion of this offering, HeidelbergCement will be able, acting alone, to elect our entire board of directors and to approve any action requiring shareholder approval.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of , 2014, immediately following the completion of this offering, for:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or have the right to acquire such powers within 60 days. Accordingly, the following table does not include options to purchase our ordinary shares that are not exercisable within the next 60 days.

The address of each director and named executive officer shown in the table below is the address of the Company, Hanson Building Products Limited, Hanson House, 14 Castle Hill, Maidenhead SL6 4JJ, United Kingdom. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all ordinary shares that they beneficially own, subject to community property laws where applicable.

We intend to enter into a new credit facility prior to or concurrently with the completion of this offering.

Public limited companies formed under the laws of Jersey are governed in general by two organizational documents, a Memorandum of Association and Articles of Association. The Memorandum of Association sets forth the basic constitutional details of the company and its authorized share capital. The Articles of Association set forth other general corporate matters, including the rights of shareholders and provisions concerning shareholder and director meetings and directors' terms and fees. The following summary describes the material terms of our Articles of Association and Memorandum of Association as will be in effect upon the consummation of this offering. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should read our Articles of Association and Memorandum of Association, copies of which will be filed prior to the completion of this offering with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law.

Please note that under Jersey, Channel Islands law, only persons who hold shares in CREST (an electronic clearing system in the United Kingdom) or holders of shares in certificated form may be recorded as shareholders in our share register maintained by our share registrar (also known as a transfer agent). The ordinary shares sold in this offering will, at least initially, be held in certificated form by Cede & Co., as nominee for the Depository Trust Company, or DTC, which will establish accounts in its electronic system for participating brokerage firms. Investors who purchase these securities will be reflected within the DTC system, but will not appear on our official share register. Therefore, holders of ordinary shares in "street name" through participating DTC brokerage firms will not be directly entitled to the rights conferred on our shareholders by our Articles of Association or the rights conferred on shareholders of a Jersey company under the Companies (Jersey) Law 1991 (as amended, the "Jersey Companies Law"), including rights related to voting and payments of dividends. Rather, holders of ordinary shares in "street name" through participating DTC brokerage firms must look to DTC as the shareholder of record. DTC, in turn, is expected to distribute to participating DTC brokerage firms dividend payments that we have remitted to DTC in a single lump sum, and to authorize participating DTC brokerage firms to coordinate voting matters. There is no contract or other agreement between us and DTC that requires DTC to perform any action with respect to investors reflected within the DTC system; however, investors may have rights enforceable against DTC (but not us) through their contractual relationship with participating DTC brokerage firms. Investors who purchase beneficial interests in the DTC system in our ordinary shares must look solely to their brokerage firm, and in turn, DTC, for the payment of dividends, the exercise of voting rights and all other rights associated with our ordinary shares. Investors who wish to hold their shares directly in certificated form, rather than indirectly through DTC's electronic system, may request through their broker, who in turn will coordinate with , as our share registrar (transfer agent) that they be issued a share certificate. This may require payment of administrative fees and additional requirements by individual brokers in order to process trades of ordinary shares represented by share certificates through .

Our Company was established under the laws of Jersey, Channel Islands, on August 14, 2014. Our register of members is kept at our registered office, which is 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands. Our secretary is Mourant Ozannes Corporate Services (UK) Limited, 6th Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom. Under our Articles of Association and Memorandum of Association, our authorized share capital will consist of ordinary shares, nominal value $0.01 per share and preferred shares. Upon completion of this offering, there will be outstanding ordinary shares.

Each outstanding ordinary share entitles its holder to one vote on all matters submitted to a vote of our shareholders. Except as provided with respect to any other class or series of shares, the holders

of our ordinary shares will possess the exclusive right to vote for the election of directors and for all other purposes. Under Jersey law, the right to vote cumulatively does not exist, which means that the holders of a majority of the outstanding ordinary shares can elect all of the directors standing for election, and the holders of the remaining shares will not be able to elect any directors. Generally, all matters to be voted on by shareholders must be approved by a majority of the votes cast by ordinary shares present in person or represented by proxy and entitled to vote. Jersey law requires certain matters to be approved by special resolution, which requires a majority of two-thirds of shares present in person or represented by proxy and entitled to vote. For example, the Memorandum of Association and Articles of Association of a Jersey company may only be amended by a special resolution approved by holders of at least two-thirds of the shares being voted in person or by proxy at a shareholder meeting. Under the Shareholders Agreement, as long as HeidelbergCement directly or indirectly holds at least % of the voting power of our outstanding ordinary shares, HeidelbergCement shall have the right to appoint directors to our board of directors. See "Certain Relationships and Related Party Transactions—Shareholders Agreement."

Subject to any preference rights of holders of any preferred shares that we may issue in the future, holders of our ordinary shares are entitled to receive dividends as, when and if dividends are declared by our board of directors out of assets legally available for the payment of dividends. We have no present intention to pay future cash dividends on our ordinary shares. Any determination to pay dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant.

In the event of our liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary, the holders of our ordinary shares are entitled to share ratably in all assets remaining after the payment of liabilities and obligations, subject to any rights of holders of our preferred shares to prior distribution.

Holders of our ordinary shares have no preemptive, subscription, redemption or conversion rights. The rights, powers, preferences and privileges of holders of our ordinary shares are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred shares that we may designate and issue in the future.

Any ordinary shares sold under this prospectus will be validly issued, fully paid and non-assessable upon issuance against full payment of the purchase price for such shares.

In the event we merge or consolidate with or into another entity, all holders of our ordinary shares will be entitled to receive the same per share consideration.

For a description of the Shareholders Agreement that we will enter into with HeidelbergCement prior to the completion of this offering, see "Certain Relationships and Related Party Transactions—Shareholders Agreement."

Our Articles of Association will contain provisions that could have the effect of delaying, deterring or preventing another party from acquiring or seeking to acquire control of us. These provisions, as well as our ability to issue preferred shares, are designed to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also intended to encourage anyone seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may also delay, deter or prevent a change in control or other takeovers of our company that our shareholders might consider to be in their best interests, including transactions that might result in a premium being paid over the market price of our ordinary shares and also may limit the price that investors are willing to pay in the future for our ordinary shares. These provisions may also have the effect of preventing changes in our management. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms. A description of these provisions is set forth below.

Our Articles of Association will provide for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our shareholders. The terms of the Class I, Class II and Class III directors will expire in 2015, 2016 and 2017, respectively. Beginning in 2015, our shareholders will elect directors for three-year terms upon the expiration of their current terms. Our shareholders will elect only one class of directors each year. We believe that classification of our board of directors will help to ensure the continuity and stability of our business strategies and policies as determined by our board of directors. As mentioned previously, there is no cumulative voting in the election of directors. As such, this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors also may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be believed by our shareholders to be in their best interest.

The ability to authorize and issue preferred shares is vested in our board, which makes it possible for our board of directors to issue preferred shares with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Our Articles of Association will provide that all shareholder actions are required to be taken by a vote of the shareholders at an annual or special meeting, and that shareholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take shareholder actions and would prevent the amendment of our Articles of Association or Memorandum of Association or removal of directors by our shareholders without holding a meeting of shareholders.

Our Articles of Association will provide an advance notice procedure for shareholders to nominate director candidates for election or to bring business before an annual meeting of shareholders, including proposed nominations of persons for election to the board of directors. Subject to the rights of the holders of any series of preferred shares, only persons nominated by, or at the direction of, our board of directors or by a shareholder who has given proper and timely notice to our secretary prior to the meeting, will be eligible for election as a director. In addition, any proposed business other than the nomination of persons for election to our board of directors must constitute a proper matter for shareholder action pursuant to the notice of meeting delivered to us. For notice to be timely, it must be received by our secretary not less than 90 nor more than 120 calendar days prior to the first anniversary of the previous year's annual meeting (or if the date of the annual meeting is advanced more than 30 calendar days or delayed by more than 60 calendar days from such anniversary date, not earlier than the 120^th calendar day nor more than 90 days prior to such meeting or the 10^th calendar day after public announcement of the date of such meeting is first made). These advance notice provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us.

Our Articles of Association will provide that no contract, agreement, arrangement or transaction between us and HeidelbergCement will be void or voidable solely for the reason that HeidelbergCement is a party to such agreement and HeidelbergCement:

Any person purchasing or otherwise acquiring any interest in any of our shares will be deemed to have consented to these provisions of the Articles of Association.

Our Articles of Association will include provisions that indemnify, to the fullest extent allowable under Jersey law, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. However, exculpation does not apply if the directors acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from their actions as directors. We will also be expressly authorized to advance certain reasonable expenses (including attorneys' fees and disbursements and court costs) to our directors and officers and to carry directors' and officers' insurance to protect us, our directors, officers and certain employees for some liabilities.

We believe that the limitation of liability and indemnification provisions in our Articles of Association and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

As with declaring a dividend, we may not buy back or redeem our shares unless our directors who are to authorize the buyback or redemption have made a statutory solvency statement that, immediately following the date on which the buyback or redemption is proposed, the company will be able to discharge its liabilities as they fall due and, having regard to prescribed factors, the company will be able to continue to carry on business and discharge its liabilities as they fall due for the 12 months immediately following the date on which the buyback or redemption is proposed (or until the company is dissolved on a solvent basis, if earlier).

If the above conditions are met, we may purchase shares in the manner described below.

We may purchase on a stock exchange our own fully paid shares pursuant to a special resolution of our shareholders. The resolution authorizing the purchase must specify:

We may purchase our own fully paid shares otherwise than on a stock exchange pursuant to a special resolution of our shareholders, but only if the purchase is made on the terms of a written purchase contract which has been approved by an ordinary resolution of our shareholders. The shareholder from whom we propose to purchase or redeem shares is not entitled to take part in such shareholder vote in respect of the shares to be purchased.

We may fund a redemption or purchase of our own shares from any source. We cannot purchase our shares if, as a result of such purchase, only redeemable shares would remain in issue.

If authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us as treasury shares may be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them. Shares redeemed or purchased by us are cancelled where we have not been authorized to hold these as treasury shares.

The Jersey Companies Law provides that where a person has made an offer to acquire a class of all of our outstanding shares not already held by the person and has as a result of such offer acquired or contractually agreed to acquire 90% or more of such outstanding shares, that person is then entitled (and may be required) to acquire the remaining shares. In such circumstances, a holder of any such remaining shares may apply to the Jersey court for an order that the person making such offer not be entitled to purchase the holder's shares or that the person purchase the holder's shares on terms different to those under which the person made such offer.

Other than as described above, we are not subject to any regulations under which a shareholder that acquires a certain level of share ownership is then required to offer to purchase all of our remaining shares on the same terms as such shareholder's prior purchase.

Where we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or our shareholders or a class of either of them (as applicable), the Jersey court may order a meeting of the creditors or class of creditors or of our shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).

Whether the capital of the company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above taking into account all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves.

The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies, among other things, to an offer for a public company whose registered office is in the Channel Islands and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man) (in each case, a "Code Company"). This is known as the "residency test." Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident.

The Takeover Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the Takeover Code contains certain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the Takeover Code, if a person:

the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer (or provide a cash alternative) for the Code Company's outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of our affairs, including a proposed or actual act or omission by us, is "unfairly prejudicial" to the interests of our shareholders generally or of some part of our shareholders, including at least the shareholder making the application. What amounts to unfair prejudice is not defined in the Jersey Companies Law. There may also be common law personal actions available to our shareholders.

Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating our affairs, requiring us to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by us or by any of our other shareholders.

We intend to apply to list our ordinary shares on the NYSE under the symbol " ."

The Jersey Financial Services Commission, or JFSC, has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of our ordinary shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against any liability arising from the discharge of its functions under that law.

A copy of this prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Company (General Provisions) (Jersey) Order 2002 and the Jersey Registrar of Companies has given, and has not withdrawn, his consent to its circulation.

It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the JFSC takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The price of securities and the income from them can go down as well as up. Nothing in this prospectus or anything communicated to holders or potential holders of any of our ordinary shares (or interests in them) by or on behalf of the Company is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for any ordinary shares (or interests in them) for the purposes of the Financial Services (Jersey) Law 1998.

The directors of the Company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the prospectus, whether of facts or opinion. All the directors of the Company accept responsibility accordingly.

Prior to this offering, there was no public market for our ordinary shares, and we cannot predict the effect, if any, that sales of ordinary shares or availability of any ordinary shares for sale will have on the market price of our ordinary shares prevailing from time to time. Sales of substantial amounts of ordinary shares, or the perception that such sales could occur, could adversely affect the market price of our ordinary shares and our ability to raise additional capital through a future sale of securities.

Upon completion of this offering, and assuming no exercise by the underwriters of their option to purchase additional ordinary shares, we will have outstanding ordinary shares. All of the ordinary shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. The remaining ordinary shares that will be outstanding after this offering are "restricted securities" within the meaning of Rule 144 of the Securities Act ("Rule 144"). Restricted securities may be sold in the public market only if they are registered or are sold pursuant to an exemption from registration under Rule 144, which is summarized below. Subject to the lock-up agreements described below, ordinary shares held by our affiliates that are not restricted securities may be sold subject to compliance with Rule 144 without regard to the prescribed holding period under Rule 144.

Under Rule 144, persons who became the beneficial owner of our ordinary shares prior to the completion of this offering may not sell their ordinary shares until the earlier of the expiration of (i) a six-month holding period, if we have been subject to the reporting requirements of the Exchange Act for at least 90 days and have filed all required reports for at least 12 months (or for such shorter period that we were required to file such reports) prior to the date of the sale, or (ii) a one-year holding period.

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three-month period preceding a sale would be entitled to sell an unlimited number of our ordinary shares without restriction. A person who was one of our affiliates at any time during the three-month period preceding a sale would remain subject to the volume restrictions described above. Sales under Rule 144 by our affiliates are also subject to manner-of-sale provisions and notice requirements and to the availability of current public information about us.

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases ordinary shares from us in connection with a compensatory share plan or other written agreement is eligible to resell such shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

For information concerning the lock-up agreements between the underwriters, our officers and directors, certain of our employees, the Selling Shareholder and us, see "Underwriting."

We intend to file a registration statement under the Securities Act to register our ordinary shares, which we expect to issue under our share incentive plans. Shares issued upon the exercise of share options or upon the settlement of deferred share awards after the effective date of this registration statement will be eligible for resale in the public market without restrictions, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

For information concerning registration rights pursuant to the Shareholders Agreement, see "Certain Relationships and Related Party Transactions—Shareholders Agreement."

Set forth below is a comparison of certain shareholder rights and corporate governance matters under Delaware law and Jersey law:

Corporate Law Issue

Delaware Law

Jersey Law

Special Meetings of Shareholders

Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.

Shareholders holding 10% or more of the company's voting rights and entitled to vote at the relevant meeting may legally require our directors to call a meeting of shareholders.

The Jersey Financial Services Commission, or JFSC, may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offense on the part of a Jersey company and its directors and secretary.

Interested Director Transactions

Interested director transactions are permissible and may not be legally voided if:

•

either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation's capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or

•

the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.

An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit.

A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director's interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.

Corporate Law Issue	Delaware Law	Jersey Law

		Although it may still order that a director account for any profit, a court shall not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.
*Cumulative Voting*	The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.	There are no provisions in the Jersey Companies Law relating to cumulative voting.
*Approval of Corporate Matters by Written Consent*	Unless otherwise specified in a corporation's certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.	A unanimous written consent by each shareholder entitled to vote on the matter may effect any matter that otherwise may be brought before a shareholders' meeting, except for the removal of our auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the resolution.
*Business Combinations*	With certain exceptions, a merger, consolidation or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.	A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the Articles of Association of the company require, by the shareholders in general meeting. A merger involving a Jersey company must be generally documented in a merger agreement which must be approved by special resolution of that company.

Corporate Law Issue

Delaware Law

Jersey Law

Limitations on Directors Liability and Indemnification of Directors and Officers

A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases or redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws.

A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.

The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty.

However, a Jersey company may exempt from liability, and indemnify directors and officers for, liabilities:

•

incurred in defending any civil or criminal legal proceedings where:

•

the person is either acquitted or receives a judgment in their favor;

•

where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or

•

where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person's resistance to the proceedings;

•

incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;

•

incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or

Corporate Law Issue	Delaware Law	Jersey Law

		• incurred in a case in which the company normally maintains insurance for persons other than directors.
*Appraisal Rights*	A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.	No appraisal rights.
*Shareholder Suits*	Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.	Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of our affairs, including a proposed or actual act or omission by us, is "unfairly prejudicial" to the interests of our shareholders generally or of some part of our shareholders, including at least the shareholder making the application. There may also be common law personal actions available to shareholders. Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.

Corporate Law Issue	Delaware Law	Jersey Law

*Inspection of Books and Records*	All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation's shares ledger and its other books and records for any purpose reasonably related to such person's interest as a shareholder.	The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its Articles or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.
*Amendments to Charter*	Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.	The Memorandum of Association and Articles of Association of a Jersey company may only be amended by special resolution (being a two-third majority if the Articles of Association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution signed by all the shareholders entitled to vote.

The information presented under the caption "Jersey Tax Considerations" below is a discussion of the material Jersey tax consequences of investing in our ordinary shares. The information presented under the caption "U.K. Tax Considerations" below is a discussion of the material U.K. tax consequences of investing in our ordinary shares. The information presented under the caption "U.S. Federal Income Tax Considerations" below is a discussion of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of investing in our ordinary shares.

You should consult your tax advisor regarding the applicable tax consequences to you of investing in our ordinary shares under the laws of Jersey, the United Kingdom and the United States (federal, state and local) and any other applicable foreign jurisdiction.

The affairs of the Company are, and are intended to continue to be, managed and controlled in the United Kingdom and therefore we are resident in the United Kingdom for U.K. and Jersey tax purposes.

We are not regarded as resident for tax purposes in Jersey, Channel Islands. On that basis, we are not subject to income tax in Jersey. Dividends on ordinary shares may be paid by us without withholding or deduction for or on account of Jersey income tax and holders of ordinary shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such ordinary shares.

Jersey charges a tax on goods and services supplied in the Island (which we refer to as GST). On the basis that we do not belong in Jersey for the purposes of the Goods and Services Tax (Jersey) Law 2007, GST is not chargeable on supplies of services made by us. Our directors intend to conduct our business such that no GST will be incurred by us.

In Jersey, no stamp duty is levied on the issue or transfer of the ordinary shares except that stamp duty is payable on Jersey grants of probate and letters of administration, which will generally be required to transfer ordinary shares on the death of a holder of such ordinary shares. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in respect of a holder of ordinary shares domiciled in Jersey, or situated in Jersey in respect of a holder of ordinary shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% of such estate.

Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there other estate duties.

The following is a general description of certain U.K. tax consequences relating to our ordinary shares and is based on current U.K. tax law and HM Revenue & Customs published practice, both of which may be subject to change, possibly with retrospective effect. It is for general information only for shareholders who acquire our ordinary shares as initial purchasers in this offering. It does not constitute legal or tax advice and does not purport to be a complete analysis of all U.K. tax considerations relating to our ordinary shares. It relates only to persons who are the absolute beneficial owners of our ordinary shares and who hold our ordinary shares as a capital investment, and does not deal with certain classes of persons (such as brokers or dealers in securities and persons

connected with the Company, shareholders who directly or indirectly hold 10% or more of our ordinary shares and shareholders who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment or who are or have been officers or employees of the Company or a company forming part of the Company's group) to whom special rules may apply.

If you are resident or otherwise subject to tax in any jurisdiction other than the United Kingdom or if you are in any doubt as to your tax position, you should consult an appropriate professional adviser.

No U.K. tax will be required to be withheld from dividends paid in respect of the ordinary shares.

An individual shareholder who is resident for tax purposes in the United Kingdom, or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the ordinary shares are attributable, and who receives a dividend in respect of the ordinary shares will generally be liable to U.K. income tax in respect of the dividend. Subject to certain conditions an individual shareholder who is resident for tax purposes in the United Kingdom will generally be entitled to a tax credit in respect of that dividend, equal to one-ninth of the amount of the cash dividend received.

Dividends will be subject to U.K. income tax at the rate of 10% on the amount of the dividend and any associated one-ninth tax credit in the hands of an individual shareholder who is liable to U.K. income tax at the basic rate. This means that the tax credit will generally satisfy in full the U.K. income tax liability of such a U.K. resident individual shareholder with respect to such a dividend.

An individual shareholder who is liable to U.K. income tax at the higher rate will generally be subject to U.K. income tax at the rate of 32.5% on the amount of the dividend and any associated one-ninth tax credit. The tax credit will only partially satisfy that U.K. resident individual shareholder's U.K. income tax liability with respect to such a dividend and, accordingly, such shareholders will generally be liable for additional tax of 22.5% of the amount of the dividend and any associated one-ninth tax credit or 25% of the cash dividend received.

An individual shareholder who is liable to U.K. income tax at the additional rate will generally be subject to U.K. income tax at the rate of 37.5% on the amount of the dividend and any associated one-ninth tax credit. The tax credit will only partially satisfy that U.K. resident individual shareholder's U.K. income tax liability with respect to such a dividend and, accordingly, such shareholders will generally be liable for additional tax of 27.5% of the amount of the dividend and any associated one-ninth tax credit or approximately 30.56% of the cash dividend received.

Whether an individual shareholder who is liable to U.K. income tax in respect of a dividend is liable to that tax at the higher or additional rate or not will depend on the particular circumstances of that shareholder.

There will be no repayment of the tax credit (or any part of it) associated with dividends paid by the Company on ordinary shares to an individual who is resident for tax purposes in the United Kingdom.

On the basis that such dividends would normally be expected to fall within an exempt class and meet certain other conditions, a corporate shareholder which is either resident for tax purposes in the United Kingdom, or which carries on a trade in the United Kingdom through a permanent

establishment to which the ordinary shares are attributable, will not normally be liable to U.K. corporation tax on any dividends received in respect of those ordinary shares.

In general and subject to comments below, a disposal of ordinary shares by a shareholder who is resident for tax purposes in the United Kingdom or who, in the case of an individual shareholder, carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in the case of a corporate shareholder, carries on a trade in the United Kingdom through a permanent establishment, to which the ordinary shares are attributable may, depending on the shareholder's particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of the U.K. taxation of chargeable gains. Special rules may apply to individuals who have ceased to be resident for tax purposes in the United Kingdom and who dispose of their ordinary shares before becoming once again resident for tax purposes in the United Kingdom.

Provided that the ordinary shares are only registered on a register outside the United Kingdom and provided that no instrument of transfer either is executed in the United Kingdom or relates to any matter or thing done or to be done in the United Kingdom, there will be no U.K. stamp duty or SDRT payable on the issue or transfer of the ordinary shares.

The following is a discussion of the material U.S. federal income tax considerations applicable to the acquisition, ownership and disposition of our ordinary shares by U.S. Holders (as defined below) that purchase the ordinary shares pursuant to this offering as of the date hereof and hold the shares as capital assets for U.S. federal income tax purposes. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), current and proposed regulations promulgated thereunder, and administrative and judicial decisions as of the date hereof, all of which are subject to change, possibly on a retroactive basis.

This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each investor. This discussion does not address any aspect of U.S. federal gift or estate tax laws, or state, local or non-U.S. tax laws. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular investor based on such investor's individual circumstances. In particular, this discussion does not address the potential application of the alternative minimum tax, the Medicare contribution tax on net investment income or the U.S. federal income tax consequences to investors that are subject to special treatment, including:

No ruling has been or will be requested from the Internal Revenue Service (the "IRS") regarding any matter affecting us or our shareholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.

For purposes of this summary, a "U.S. Holder" is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created in, or organized under the laws of, the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or which has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes invests in the ordinary shares, the tax treatment of an investor in such entity or arrangement will generally depend upon the status of the investor and the activities of the entity or arrangement. Entities or arrangements classified as partnerships for U.S. federal income tax purposes considering an investment in the ordinary shares and investors in such entities or arrangements should consult their own tax advisors about the consequences of the acquisition, ownership and disposition of the ordinary shares.

Subject to the discussion under "Passive Foreign Investment Company" below, distributions made on the ordinary shares (including the amount of any taxes withheld, if any) generally will be included in a U.S. Holder's gross income as ordinary income from foreign sources to the extent such distributions are paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), in the taxable year in which the distribution is actually or constructively received. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder's basis in the ordinary shares and thereafter as capital gain. The Company does not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles; therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income. For so long as our ordinary shares are listed on the NYSE or we are eligible for benefits under the U.S.-U.K. income tax treaty, and as long as we are not treated as a PFIC (as discussed below), dividends paid to certain non-corporate U.S. Holders will be eligible for taxation as "qualified dividends" and therefore, subject to applicable limitations, will be taxable at rates not in excess of the long-term capital gain rate applicable to such U.S. Holder. U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances. Distributions received on the ordinary shares will not be eligible for the dividends received deduction allowed to corporations.

A dividend distribution generally will be treated as foreign-source "passive category" income for U.S. foreign tax credit purposes. Subject to certain limitations and restrictions, a U.S. Holder may be able to claim a foreign tax credit for U.S. federal income tax purposes with respect to any non-U.S. withholding tax imposed on distributions, so long as the U.S. Holder elects not to take a deduction for any non-U.S. taxes for that taxable year. A U.S. Holder cannot claim a credit or deduction for any taxes that exceed the amount the U.S. Holder is legally required to pay. The rules relating to foreign

tax credits and deductions are complex and U.S. Holders should consult their own tax advisors concerning the application of these rules in their particular circumstances.

Subject to the discussion under "Passive Foreign Investment Company" below, a U.S. Holder will generally recognize capital gain or loss on the sale, exchange or other taxable disposition of the ordinary shares in an amount equal to any difference between the amount realized and its adjusted tax basis in the ordinary shares. This capital gain or loss generally will be treated as U.S. source gain or loss for foreign tax credit purposes. The capital gain or loss will be long-term capital gain or loss if a U.S. Holder has held the ordinary shares for more than one year. In the case of non-corporate U.S. Holders, long-term capital gain is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

If any gain from the sale, exchange or other taxable disposition of the ordinary shares is subject to a non-U.S. tax, U.S. Holders may not be able to obtain a credit or claim a deduction against their U.S. federal income tax liability because the gain would generally not qualify as foreign source income. Any non-U.S. tax imposed that is entitled to be refunded pursuant to the provisions of an applicable tax treaty is not creditable under U.S. law. U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits or deductions in connection with non-U.S. taxes imposed on the gain realized upon the sale, exchange or other taxable disposition of the ordinary shares.

See "Passive Foreign Investment Company" below for a discussion of more adverse rules that will apply to a sale or other disposition of ordinary shares if the Company is or becomes a PFIC for U.S. federal income tax purposes.

A non-U.S. corporation is a PFIC in any taxable year in which, after applying certain look-through rules, either (i) at least 75% of its gross income is passive income (such as dividends, interest, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income) or (ii) at least 50% of the average quarterly value of its assets consists of assets producing or held to produce passive income. Because the percentage of the Company's income and assets that are considered active for these purposes may change from year to year, often in ways that are out of the control of the Company, no assurance can be given that the Company will not be a PFIC for any particular tax year. If the Company is determined to be a PFIC in any year during which a U.S. Holder owns ordinary shares, gain recognized by a U.S. Holder on a sale or other disposition of the ordinary shares would be allocated ratably over the U.S. Holder's holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder on its ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. The U.S. Holder also will be subject to additional tax form filing and reporting requirements. If the Company were a PFIC for any

year during which a U.S. Holder owns ordinary shares, it generally would continue to be treated as a PFIC with respect to that holder for all succeeding years during which the U.S. Holder owned ordinary shares, even if the Company ceased to meet the threshold requirements for PFIC status.

Information returns may be required to be filed with the IRS in connection with distributions to U.S. Holders, as well as in connection with the proceeds from sales of the ordinary shares by U.S. Holders, unless a U.S. Holder establishes that it is exempt from the information reporting rules. If a U.S. Holder does not establish that it is exempt from these rules, it may be subject to backup withholding on these payments if it fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability, and such U.S. Holder may be entitled to a refund, provided that the required information is timely furnished to the IRS.

U.S. Holders should consult their own tax advisors regarding any reporting obligations they may have as a result of their acquisition, ownership or disposition of the ordinary shares. Failure to comply with certain reporting obligations could result in the imposition of substantial penalties.

The discussion above does not cover all tax matters that may be important to a prospective purchaser. Prospective purchasers should consult their own tax advisors about the tax consequences of an investment in the ordinary shares under the investor's own circumstances.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us, the Selling Shareholder, HeidelbergCement and the underwriters, the Selling Shareholder has agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from the Selling Shareholder the number of ordinary shares set forth opposite its name below.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the ordinary shares sold under the underwriting agreement if any of these ordinary shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We, the Selling Shareholder and HeidelbergCement have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the ordinary shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The representatives have advised the Selling Shareholder that the underwriters propose initially to offer the ordinary shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per ordinary share. After the initial offering, the public offering price, concession or any other term of this offering may be changed.

The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to the Selling Shareholder. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional ordinary shares.

The expenses of this offering, not including the underwriting discount, are estimated at $ and are payable by us and the Selling Shareholder.

The Selling Shareholder has granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to additional ordinary shares at the public offering price, less an amount per share equal to any dividends or distributions declared by us and payable on the ordinary shares initially offered but not payable on the additional ordinary shares. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional ordinary shares proportionate to that underwriter's initial amount reflected in the above table.

We, the Selling Shareholder, HeidelbergCement and our executive officers and directors have agreed not to sell or transfer any ordinary shares or securities convertible into, exchangeable for, exercisable for, or repayable with the ordinary shares, for 180 days after the date of this prospectus without first obtaining the written consent of the Representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

This lock-up provision applies to the ordinary shares and to securities convertible into or exchangeable or exercisable for or repayable with the ordinary shares. It also applies to ordinary shares owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. With respect to us, the restrictions described in the paragraph above do not apply to certain limitations including: (i) any securities issued in connection with the acquisition by us of the securities, business, property or other assets of another person or entity, or pursuant to any employee benefit plan assumed by us in connection with any such acquisition or (ii) any securities issued in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of ordinary shares issued or issuable pursuant to clauses (i) and (ii) does not exceed 5% of the number of ordinary shares outstanding on the date the agreement for such strategic transaction is executed; provided further, that prior to any issuance in the case of clause (i) or (ii), we shall cause each such recipient of such securities to execute and deliver to the representatives a "lock-up" agreement.

In the event that either (x) during the last 17 days of the lock-up period referred to above, we issue an earnings release or material news or a material event relating to us occurs or (y) prior to the expiration of the lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the lock-up period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We expect the ordinary shares to be approved for listing on the NYSE under the symbol " ." In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of the ordinary shares to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for the ordinary shares. The initial public offering price will be determined through negotiations among the Selling Shareholder and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

An active trading market for the ordinary shares may not develop. It is also possible that after this offering the ordinary shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the ordinary shares in the aggregate to accounts over which they exercise discretionary authority.

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our ordinary shares. However, the representatives may engage in transactions that stabilize the price of the ordinary shares, such as bids or purchases to peg, fix or maintain that price.

In connection with this offering, the underwriters may purchase and sell our ordinary shares in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ordinary shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional ordinary shares or purchasing ordinary shares in the open market. In determining the source of the ordinary shares to close out the covered short position, the underwriters will consider, among other things, the price of the ordinary shares available for purchase in the open market as compared to the price at which they may purchase the ordinary shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing the ordinary shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ordinary shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of ordinary shares made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased ordinary shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our ordinary shares or preventing or retarding a decline in the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our ordinary shares. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, market making and brokerage activities. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In relation to each Member State of the European Economic Area (each, a "Relevant Member State"), no offer of ordinary shares may be made to the public in that Relevant Member State other than:

Each person in a Relevant Member State who initially acquires any ordinary shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any ordinary shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of the ordinary shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the ordinary shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of the ordinary shares which are the subject of this offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of the ordinary shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression "an offer to the public" in relation to any ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

The ordinary shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ordinary shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this offering, the Company, or the ordinary shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of the ordinary shares will not be supervised by, the Swiss Financial Market Supervisory Authority ("FINMA"), and the offer of the ordinary shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ordinary shares.

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The ordinary shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ordinary shares offered should conduct their own due diligence on the ordinary shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the ordinary shares may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ordinary shares without disclosure to investors under Chapter 6D of the Corporations Act.

The ordinary shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the ordinary shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances and, if necessary, seek expert advice on those matters.

The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ordinary shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

The ordinary shares have not been, and will not be, registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Non-CIS Securities may not be circulated or distributed, nor may the Non-CIS Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and, in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Non-CIS Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

U.S. laws do not necessarily extend either to us or our officers or directors. We are organized under the laws of the Bailiwick of Jersey. Certain of our directors and officers reside outside of the United States. Substantially all of the assets of our directors and officers residing outside of the United States are located outside the United States. As a result, it may not be possible for investors to effect service of process on either us or those officers and directors within the United States, or to enforce against these persons or us, either inside or outside the United States, a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any U.S. state.

A judgment of a U.S. court is not directly enforceable in Jersey, but constitutes a cause of action which will be enforced by Jersey courts provided that:

Jersey courts award compensation for the loss or damage actually sustained by the plaintiff. Although punitive damages are generally unknown to the Jersey legal system, there is no prohibition on them either by statute or customary law. Whether a particular judgment may be deemed contrary to Jersey public policy depends on the facts of each case, though judgments found to be exorbitant, unconscionable, or excessive will generally be deemed as contrary to public policy. Moreover, certain defendants may qualify for protection under Protection of Trading Interests Act 1980, an act of the United Kingdom extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983. This Act provides that a qualifying defendant is not liable for multiple damages, in excess of that required for actual compensation. A "qualifying defendant" for these purposes is a citizen of the United Kingdom and Colonies, a corporation or other limited liability entity organized under the laws of the United Kingdom, Jersey or other territory for whose international relations the United Kingdom is responsible or a person conducting business in Jersey.

Jersey courts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. We have been advised by our legal counsel in Jersey that it is doubtful that an original action based on U.S. federal or state securities laws could be brought before Jersey courts. In addition, a plaintiff who is not resident in Jersey may be required to provide a security bond in advance to cover the potential of the expected costs of any case initiated in Jersey. In addition, we have been further advised by our legal counsel in Jersey that it is uncertain as to whether the courts of Jersey would entertain original actions or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws.

The validity of the ordinary shares offered hereby will be passed upon for us by Mourant Ozannes, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands, our Jersey counsel. Certain legal matters relating to this offering will be passed upon by Shearman & Sterling LLP, our special U.S. counsel. Various legal matters relating to this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, special U.S. counsel to the underwriters.

The combined predecessor financial statements of Hanson Building Products as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013 and the balance sheet of Hanson Building Products Limited as of August 14, 2014 appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

We are a foreign private issuer within the meaning of Rule 405 under the Securities Act, but have elected to file a registration statement on Form S-1 with respect to the ordinary shares that the Selling Shareholder proposes to sell in this offering. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its exhibits and schedules filed as a part of the registration statement for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits filed as part of the registration statement for copies of the actual contract, agreement or other document. Upon completion of this offering, we will be subject to the informational reporting requirements of the Exchange Act. We intend to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information on forms applicable to U.S. domestic reporting companies and disclose the information required to be disclosed in those reports.

You can read our SEC filings, including the registration statement, at the SEC's website at www.sec.gov. You may also read and copy any materials that we file with the SEC at its Public Reference Room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. We intend to make this information available on the investors' relations section of our website, . Information on or accessible through our website is not part of this prospectus.

We have audited the accompanying combined predecessor balance sheets of Hanson Building Products as of December 31, 2013 and 2012, and the related combined predecessor statements of operations, comprehensive loss, changes in parent company net investment and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Hanson Building Products at December 31, 2013 and 2012, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

	Year ended December 31,

	2013			2012			2011
Net sales	$	1,124,363		$	1,177,621		$	1,221,007
Cost of goods sold		984,695			1,060,668			1,097,410


Gross profit		139,668			116,953			123,597
Selling, general and administrative expenses		(137,635	)		(153,760	)		(158,270	)
Impairment and restructuring charges		(267,131	)		(22,441	)		(31,062	)
Equity earnings (losses) from equity method investee		221			(870	)		—
Gain on sale of property, plant and equipment and business, net		8,674			17,741			8,588
Other operating income		6,305			5,736			4,637


		(389,566	)		(153,594	)		(176,107	)


Loss from operations		(249,898	)		(36,641	)		(52,510	)
Other income (expense)
Other income (expense), net		270			(1,328	)		686


Loss from continuing operations before income taxes		(249,628	)		(37,969	)		(51,824	)
Income tax expense		(3,069	)		(4,373	)		(2,108	)


Loss from continuing operations		(252,697	)		(42,342	)		(53,932	)


Discontinued operations
Loss from discontinued operations (including gain (loss) on disposal of $(174), $(15,553) and $382, respectively)		(14	)		(18,841	)		(3,300	)
Income tax benefit (expense) from discontinued operations		—			1,974			(869	)


Loss on discontinued operations, net of income tax		(14	)		(16,867	)		(4,169	)


Net loss	$	(252,711	)	$	(59,209	)	$	(58,101	)

Hanson Building Products

Combined Predecessor Statements of Comprehensive Loss

(In $US thousands)

Hanson Building Products

Combined Predecessor Balance Sheets

(In $US thousands)

	December 31, 2013		December 31, 2012

ASSETS
Current assets
Cash and cash equivalents	$	22,821	$	21,960
Trade receivables, net		167,893		179,694
Inventories		205,342		226,967
Preferred investment in equity method investee		15,000		—
Related party receivables		617		550
Assets held for sale		7,501		23,380
Other current assets		9,469		11,863


Total current assets		428,643		464,414


Non-current assets
Property, plant and equipment, net		735,351		788,105
Goodwill and other intangible assets, net		118,962		363,881
Investment in equity method investee		46,618		46,397
Preferred investment in equity method investee		—		15,000
Assets held for sale		14,295		18,647
Other long-term assets		1,328		923


Total assets	$	1,345,197	$	1,697,367




LIABILITIES AND PARENT COMPANY NET INVESTMENT
Current liabilities
Trade payables	$	109,258	$	105,986
Accrued liabilities		76,941		75,079
Related party payables		5,157		12,186
Employee benefit obligations		340		363
Deferred revenue		6,471		26,739
Capital lease liability		2,407		398
Liabilities for sold trade receivables collected		4,256		4,156
Liabilities held for sale		1,520		—


Total current liabilities		206,350		224,907


Non-current liabilities
Capital lease liability		13,064		1,746
Notes payable		—		153
Employee benefit obligations		11,915		18,569
Deferred tax liabilities		8,472		10,139
Other long-term liabilities		56,568		56,609


Total liabilities		296,369		312,123


Commitments and contingencies (Note 11)
Parent company net investment
Accumulated other comprehensive income		25,282		32,600
Accumulated net contributions from parent		1,023,546		1,352,644


Total parent company net investment		1,048,828		1,385,244


Total liabilities and parent company net investment	$	1,345,197	$	1,697,367

Hanson Building Products

Combined Predecessor Statements of Changes in Parent Company Net Investment

(In $US thousands)

	Accumulated Net Contributions from Parent			Accumulated Other Comprehensive Income (Loss)			Total Parent Company Net Investment

Balance at January 1, 2011	$	1,652,688		$	16,867		$	1,669,555
Net loss		(58,101	)		—			(58,101	)
Actuarial gains (losses) on defined benefit plans, net of related income tax		—			(2,379	)		(2,379	)
Foreign currency translation adjustment		—			(5,294	)		(5,294	)
Net transfers to Parent		(82,358	)		—			(82,358	)


Balance at December 31, 2011		1,512,229			9,194			1,521,423


Net loss		(59,209	)		—			(59,209	)
Actuarial gains (losses) on defined benefit plans, net of related income tax		—			(2,297	)		(2,297	)
Foreign currency translation adjustment		—			25,703			25,703
Net transfers to Parent		(100,376	)		—			(100,376	)


Balance at December 31, 2012		1,352,644			32,600			1,385,244


Net loss		(252,711	)		—			(252,711	)
Actuarial gains (losses) on defined benefit plans, net of related income tax		—			4,118			4,118
Foreign currency translation adjustment		—			(11,436	)		(11,436	)
Net transfers to Parent		(76,387	)		—			(76,387	)


Balance at December 31, 2013	$	1,023,546		$	25,282		$	1,048,828

Hanson Building Products

Combined Predecessor Statements of Cash Flows

(In $US thousands)

	Year ended December 31,

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(252,711	)	$	(59,209	)	$	(58,101	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation & amortization expense		57,066			66,198			70,544
Gain on disposal of property, plant and equipment		(8,500	)		(2,188	)		(8,970	)
Loss (gain) on disposal of other intangible assets		97			(1,956	)		(924	)
Impairment on property, plant and equipment, goodwill and other intangible assets		263,339			13,158			19,364
Provision for doubtful accounts		2,963			2,857			2,969
Losses (earnings) from equity method investment		(221	)		870			—
Deferred taxes		(1,208	)		(10,536	)		(13,389	)
Other items		191			(17	)		58
Change in assets and liabilities:
Trade receivables, net		8,002			6,564			13,178
Related party receivables		(67	)		(550	)		—
Inventories		19,751			4,304			30,865
Other current assets		2,455			309			3,988
Other long-term assets		58			625			1,630
Trade payables		3,174			(10,051	)		37,996
Accrued liabilities		1,439			4,817			(12,653	)
Deferred revenue		(20,142	)		14,541			(12,057	)
Employee benefit obligations		(1,480	)		456			207
Capital lease liability		(252	)		372			—
Other long-term liabilities		420			(1,544	)		4,012
Related party payables		(6,908	)		(1,288	)		13,590


NET CASH PROVIDED BY OPERATING ACTIVITIES		67,466			27,732			92,307


CASH FLOWS FROM INVESTING ACTIVITIES
Capital contributions to equity method investment		—			(1,919	)		—
Purchases of property, plant and equipment		(14,974	)		(23,989	)		(22,826	)
Proceeds from the sale of property, plant and equipment, business, net and other intangibles		26,694			94,402			37,140
Other investing activities		(673	)		(363	)		(881	)


NET CASH PROVIDED BY INVESTING ACTIVITIES		11,047			68,131			13,433


CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable		(153	)		—			—
Payments on capital leases		(1,585	)		(161	)		(94	)
Capital distribution to parent, net		(76,387	)		(100,377	)		(82,358	)


NET CASH USED IN FINANCING ACTIVITIES		(78,125	)		(100,538	)		(82,452	)


Net change in cash and cash equivalents		388			(4,675	)		23,288
Effect of foreign currency adjustments		473			1,067			(1,499	)
Cash and cash equivalents balance, beginning of period		21,960			25,568			3,779


Cash and cash equivalents balance, end of period	$	22,821		$	21,960		$	25,568




Supplemental disclosures of cash flow information:
Cash paid for taxes	$	410		$	25		$	13
Supplemental disclosures of non-cash investing and financing activities:
Contribution of property, plant and equipment and other assets to equity method investee	$	—		$	(58,085	)	$	—
Loss on non-monetary exchange		—			(1,394	)		—
Distribution of preferred interest from equity method investee		—			15,000			—
Gain on contribution to equity method investee		—			2,264			—
Property, plant and equipment acquired under capital leases		14,438			1,302			303

Hanson Building Products

Notes to Combined Predecessor Financial Statements

(In $US thousands)

Hanson Building Products ("BP" or the "Company") is involved in the manufacturing, sale and distribution of building products for HeidelbergCement Group ("HC", "Parent", or "Group"), a publicly listed company in Germany. The BP operations are located in the United States ("U.S.") and Canada (collectively "BP North America") and the United Kingdom ("U.K." or "BP U.K."), and consist of indirect wholly-owned subsidiaries of HC. The Company's primary products are concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks. The Company also manufactures precast flooring and other precast products in the United Kingdom, structural precast and roof tile in North America and concrete pavers, external wall insulation and specialized clay roofing products in the United Kingdom. These products are used in the residential, infrastructure and non-residential sectors of the construction industry. The Company disposed of its North American paver business in 2012.

Prior to the Parent's 2007 acquisition of Hanson plc ("Hanson"), a public company formerly listed on the London and New York Stock Exchanges ("2007 Acquisition"), HC did not have a significant presence in the building products industry. The U.S. entities comprising BP North America ("BP North America Legal Entities") are indirect, wholly-owned subsidiaries of HC directly owned by Lehigh Hanson, Inc.("LHI"), a U.S. entity that is combined to form Lehigh Hanson North America and Canadian entities including Hanson Brick Ltd., Pipe and Precast Ltd., Hanson Pipe & Precast Quebec Ltd., Hanson Hardscape Products, Inc. and Hanson Pressure Pipe, Inc. Canada. The Canadian entities, also included in BP North America, are indirect, wholly-owned subsidiaries of HC directly owned by Hanson America Holdings (4) Ltd, a U.K. entity, and one of the entities included within a group collectively described as Hanson United Kingdom ("HUK"). The entities comprising BP U.K. ("BP U.K. Legal Entities") are indirect, wholly-owned subsidiaries of HC indirectly owned by HeidelbergCement UK Holding Ltd., one of the entities included within HUK. The 2007 Acquisition included all of the BP North America and BP U.K. entities. BP North America and BP U.K. are each comprised of indirect, wholly-owned subsidiaries of HC that collectively hold the North American and U.K. building products operations, respectively, the financial position, results of operations and cash flows of which are set forth in these combined predecessor financial statements. In conjunction with its planned separation of the building products operations from HC, HC will transfer substantially all of its building products business to BP.

These financial statements are labeled as predecessor because they reflect the combined predecessor historical results of operations, financial position and cash flows of BP, as they were historically managed under the control of HC, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Because the BP North America and BP U.K. Legal Entities are indirect, wholly-owned subsidiaries of HC, the combination of these entities is accounted for at historical cost, in a manner akin to a reorganization of entities under common control. The Company intends to file a registration statement in the United States in an initial public offering. The Parent has formed a Jersey Corporation, Hanson Building Products Limited ("BP Newco"). In the event the Company completes the initial public offering, the operations of the predecessor will be conveyed to BP Newco.

All intracompany transactions occurring between the predecessor entities have been eliminated. Certain transactions between the Company and HC have been included in these combined predecessor financial statements and are considered to be effectively settled at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined predecessor statement of changes in Parent company net investment as net transfers (to)/from Parent, in the combined predecessor statements of cash flows as a financing activity and in the combined predecessor balance sheets as Parent company net investment.

HC uses a centralized approach to cash management and financing of its operations. The majority of the Company's cash is transferred to HC daily and the Company is dependent on HC to fund the Company's operating and investing activities. HC has provided the Company's U.S. and Canadian intermediate holding companies with $500 million lines of credit in the United States and $114.2 million lines of credit in Eastern Canada. The Company currently benefits and expects to continue to benefit from the lines of credit until such time as alternative arrangements have been made and the Company has been advised by HC that it intends to provide funding for the Company's working capital needs until such time as alternative arrangements have been made. This arrangement is not reflective of the manner in which the Company would have been able to finance the Company's operations had the Company been a stand-alone business separate from HC during the periods presented. Cash transfers to and from HC's cash management accounts are reflected within Parent company net investment.

The combined predecessor financial statements include certain assets and liabilities that have historically been held at the HC corporate level but are specifically identifiable or otherwise allocable to the Company. The cash and cash equivalents held by HC at the corporate level are not specifically identifiable to the Company and therefore were not allocated for any of the periods presented. Cash and cash equivalents in the combined predecessor balance sheets represent cash held locally by operations included in the combined predecessor financial statements. HC third-party debt, and the related interest expense, has not been allocated for any of the periods presented as the Company was not the legal obligor of the debt and HC's borrowings were not directly attributable to these operations.

The historical costs and expenses reflected in our combined predecessor financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Substantially all of the Company's senior management is employed by HC and certain functions critical to the Company's operations are centralized and managed by HC. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, the Company resides in office space provided by affiliates of HC. The cost of each of these services has been allocated to the Company on the basis of the Company's relative net sales or headcount as compared to that of HC depending upon which allocation methodology is more meaningful for each such service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, they may differ from the cost that would have been incurred had the Company operated as a stand-alone company for the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend on multiple factors, including

organizational structure and strategic decisions made in various areas, including legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in these financial statements on a separate-return basis.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. These estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. The more significant estimates made by management relate to accrued liabilities for environmental cleanup, reclamation, pensions and other employee benefit plans, bodily injury and insurance claims, as well as estimates for deferred tax assets, inventory reserves, allowance for doubtful accounts and impairment of long-lived assets.

Treasury activities, including activities related to the Company, are centralized by HC such that the net cash collections are automatically distributed to HC and reflected as Parent company net investment. At times, the Company may have cash balances due to timing differences.

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily receivables. The Company performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. The allowances for uncollectible receivables are based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectability of accounts receivable that are past due and the expected collectability of overall receivables.

Trade receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and the Company's collection experience.

HC maintains accounts receivable securitization programs in both the United States and Canada to provide additional sources of working capital and long-term financing. Under the program, HC sells, on a revolving basis, selected trade sales invoices to either wholly-owned special purpose subsidiaries (the "SPSs"), which are consolidated in HC consolidated financial statements, or in Canada to an unrelated third-party commercial paper conduit. The SPSs in turn enter into agreements with an unrelated third-

party commercial paper conduit to acquire long-term financing, using the accounts receivable as collateral.

Under the terms of the program for the United States and Canada, the Company maintains effective control over the selected trade sales invoices. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 860, Transfers and Servicing ("ASC 860"), the accounts receivable securitization transactions have not been accounted for as sales in the United States and Canada. The related accounts receivable are reflected in these combined predecessor financial statements. The Company is responsible for the collection of invoices that are sold by the Company under the securitization programs. Cash collected by the Company is remitted to the SPS who then remit the cash collections to the buyers of the accounts receivable on a contractually agreed basis.

In November 2012, BP U.K. began participating in a program to sell certain accounts receivable to certain third-party banking institutions on a largely non-recourse basis. This is administered by an affiliated HUK subsidiary, Hanson Quarry Products Europe Limited, which coordinates the funding of the 'reserve accounts' that provide some protection to the banking institutions against expected non-performance of the receivables. Receivables sold are removed from the balance sheet and any cash collected on sold receivables that has not been passed onto the banking institutions is shown as liabilities for sold trade receivables collected. The net receipts are reflected as cash provided by operating activities in the combined statements of cash flows.

Inventories are valued at the lower of cost or market. The Company's inventories are valued using the average cost method. Inventories include materials, labor and applicable factory overhead costs. The value of inventory is adjusted for damaged, obsolete, excess and slow-moving inventory. Market value of inventory is estimated considering the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of each respective component of inventory.

Property, plant and equipment, which includes amounts recorded under capital lease arrangements, is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 20 to 50 years for buildings, 4 to 25 years for machinery and equipment, 5 to 10 years for other equipment, lower of lease term or useful life on leasehold improvements and mineral life on quarries. Repair and maintenance costs are expensed as incurred. The Company's depreciation expenses are recorded in cost of goods sold and selling, general and administrative expenses in the combined predecessor statements of operations. The Company capitalizes interest during the active construction of major projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. There was no interest capitalized during the years ended December 31, 2013, 2012 or 2011.

The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment ("ASC 360"). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for the Company's products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.

The Company assesses impairment of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For purposes of evaluating impairment of long-lived assets held in use, the Company has determined this level to be the asset group level, which are defined as geographical market clusters of plants. For assets meeting the criteria for classification as held for sale under ASC 360, the impairment is assessed at the disposal group level, generally the specific plant or plants held for sale.

The goodwill reflected in these combined predecessor financial statements relates to the push-down of goodwill resulting from the 2007 Acquisition. Goodwill resulting from the 2007 Acquisition has been pushed-down to the Company's reporting units based on the relative fair values of the reporting units at the acquisition date. Goodwill represents the excess of costs over the fair value of identifiable assets acquired and liabilities assumed. The Company evaluates goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets ("ASC 350"). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company performs its annual impairment testing of goodwill as of October 1 of each year and in interim periods if events occur that would indicate that the net book value value of goodwill may be impaired.

The goodwill impairment test is a two-step process. The first step of the impairment analysis compares the fair value of the reporting unit to the net book value of the reporting unit. In determining fair value of the reporting units, a discounted cash flow model is typically used. If the results of the first step demonstrate that the net book value is greater than the fair value, the Company must proceed to step two of the analysis. Step two of the analysis compares the implied fair value of goodwill to its net book value amount. If the net book value amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess.

The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the net book value value may not be recoverable. Intangible assets with finite lives consist of clay rights, merchant relationships and other intangibles and are amortized on a straight-line basis over their estimated useful lives. Factors that

could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net book value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortisation period, the Company reduces the net book value of the related intangible asset to fair value and may adjust the remaining amortization period.

The Company has an investment in a joint venture accounted for using the equity method. Under the equity method, carrying value is adjusted for the Company's share of the investee's earnings and losses, as well as capital contributions to and distributions from the investee. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying combined predecessor statements of cash flows. The Company classifies its share of income and loss related to its investment in its investee as a component of operating income or loss, as the Company's investments in the investee is an extension of the Company's core business operations.

The Company evaluates its investment in the equity method investee for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an "other-than-temporary" decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is "other-than-temporary" based on its assessment of all relevant factors, including consideration of the Company's intent and ability to retain its investment.

The Company reports the results of operations of a component as discontinued operations if the component has been disposed of or is classified as held for sale, the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of a disposal transaction and there will not be any significant continuing involvement in the operations of the component after the disposal transaction. The results of discontinued operations, including any gain or loss recognized as a result of a disposal transaction, are reclassified from continuing operations to income or loss from discontinued operations, net of income tax in the combined predecessor statements of comprehensive loss and related footnote disclosures for all periods presented.

The Company classifies assets and liabilities as held for sale when all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed

sale within one year; and (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

Assets held for sale are recorded at the lesser of the net book value or fair value less costs to sell.

The Company accrues for costs associated with environmental remediation obligations when such costs are probable and reasonably estimable; if an estimated amount is likely to fall within a range and no amount within that range can be determined to be the better estimate, the minimum amount of the range is recorded. Claims for recoveries from insurance carriers and other third parties are not recorded until it is probable that the recoveries will be realized. Such accruals are adjusted as further information develops or circumstances change. Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed. Expenditures that create future benefits are capitalized.

Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. At December 31, 2013 and 2012, the Company had environmental obligations of $1,597 and $793, respectively, which were recorded within accrued liabilities and other long-term liabilities in the combined predecessor balance sheets.

The Company incurs reclamation obligations as part of its brick production processes. The Company recognizes the fair value of a legally enforceable liability representing an asset retirement obligation in the period in which it is incurred. It also recognizes an asset representing the anticipated costs of dismantling machinery and equipment ("tear-down" costs) and depreciates the asset over the remaining life of the equipment.

The provisions of ASC 410-20, Accounting for Asset Retirement Obligations ("ASC 410"), require the projected estimated reclamation obligation to include a market risk premium representing the amount an external party would charge for bearing the uncertainty of guaranteeing a fixed price today for performance in the future.

The Company's Canadian employees participate in defined benefit pension plans that are sponsored by the Company. The Company's U.S. salaried employees and non-union hourly employees participate in defined benefit pension plans sponsored by LHI. Approximately 37% of the Company's North American labor force are covered by collective bargaining agreements and approximately 48% of those employees are included in a collective bargaining agreement that expires within one year. These plans include other Parent employees that are not employees of the Company. LHI also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Company. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 60 or later. Benefits, eligibility and cost-sharing provisions for the hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, co-payment and payments

made by government programs and other group coverage. The Company accounts for its defined benefit pension plans as multiemployer plans under ASC 715, Compensation—Benefit Plans ("ASC 715").

Additionally, the Company also has employees that are covered under several union sponsored, multiemployer pension plans. Such plans are accounted for as defined contribution plans as it is not possible to isolate the components of such plans that would collectively comprise the Company's liability.

Certain of the Company's U.K. employees participate in a defined benefit pension plan, closed to future accrual and to which BP U.K. is a participating employer. This plan includes other HUK employees that are not employees of the Company. HUK operates a defined contribution pension plan and the pension charge represents the amounts payable by the Company to the fund in respect of the year. In the normal course of events, it is not possible to identify on a consistent and reasonable basis, the share of underlying assets and liabilities belonging to individual participating employers. Therefore, the Company accounts for this single-employer plan as if it were a multiemployer plan under ASC 715. The amount charged to the combined statements of operations represents contributions payable to the plan which are considered to represent a reasonable allocation of costs in respect of the accounting period.

Assets classified as capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Depreciation is charged on a straight-line basis over the shorter of the lease term or the useful life of the asset.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

The Company's other financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses and long-term debt. The carrying value of the Company's trade and other receivables, trade payables and accrued expenses approximates fair

value due to their highly liquid nature, short-term maturity, or competitive rates assigned to these financial instruments.

The Company may adjust the carrying amount of certain nonfinancial assets to fair value on a nonrecurring basis when they are impaired.

The Company uses the U.S. dollar as its functional currency for operations in the United States, the Canadian dollar for operations in Canada, and the British pound for operations in the United Kingdom. The assets and liabilities of the Company's Canadian and U.K. operations are translated at the exchange rate prevailing at the balance sheet date. Related revenues and expense accounts for the Canadian and U.K. operations are translated using the average exchange rate during the year.

Revenues are recognized by the Company when the risks and rewards associated with the transaction have been transferred to the purchaser, which is demonstrated when all the following conditions are met: evidence of a binding arrangement exists (generally, purchase orders), products have been delivered or services have been rendered, there is no future performance required, fees are fixed or determinable and amounts are collectable under normal payment terms. Sales represent the net amounts charged or chargeable in respect of services rendered and goods supplied, excluding intercompany sales. Sales are recognized net of any discounts given to the customer and value added taxes.

The Company bills and incurs shipping costs to third parties for the transportation of building products to customers. For the years ended December 31, 2013, 2012 and 2011, the Company recorded freight costs of approximately $90,435, $103,611 and $104,413, respectively, on a gross basis within net sales and cost of products sold in the accompanying combined predecessor statements of operations.

The Company recognizes engineering and construction contract revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Pre-contract costs are expensed as incurred. The percentage complete is based on total costs incurred as a percentage of the estimated total cost to complete each contract. If estimated total costs on a contract indicate a loss, the entire loss is provided for in the financial statements immediately. To the extent the Company has invoiced its customers more revenue than has been recognized as revenue using the percentage-of-completion method, the Company records the excess amount invoiced as deferred revenue. For the years ended December 31, 2013, 2012 and 2011, revenue recognized using the percentage of completion method amounted to $101,638, $82,738 and $89,057, respectively.

Cost of goods sold includes costs of production, inbound freight charges for raw materials, outbound freight to customers, purchasing and receiving costs, inspection costs and warehousing at plant facilities. Selling, general and administrative costs also include expenses for sales, marketing,

legal, accounting and finance services, human resources, customer support, treasury and other general corporate services.

Income tax expense and related current and deferred income taxes receivable and payable are calculated assuming that we file hypothetical stand-alone income tax returns in Canada and the United Kingdom and hypothetical consolidated income tax returns for the U.S. BP activities. Historically, the U.K. companies were members of the HUK group, and the U.S. companies were included in the consolidated U.S. income tax return and certain consolidated or unitary group state returns of LHI. Losses and other tax attributes generated on a hypothetical stand-alone basis and hypothetical consolidated return basis are reflected as deferred tax assets, even though some of those losses or attributes may have been utilized by other members of the HUK or LHI groups. All hypothetical current taxes payable or receivable are deemed settled through net parent investment. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates.

In April 2014, the FASB issued ASU 2014-08 (Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity) which requires an entity to report a disposal of a component of an entity in discontinued operations if the disposal represents a strategic shift that has a major effect on an entity's operations and financial results when the component of an entity meets certain criteria to be classified as held for sale when the component of an entity is disposed of by a sale or disposed of other than by a sale. Further, additional disclosures about discontinued operations should include the following for the periods in which the results of operations of the discontinued operations are presented in the statement of operations: the major classes of line items constituting pre-tax profit or loss of discontinued operations; total operating and investing cash flows of discontinued operations; depreciation, amortization, capital expenditures and significant operating and investing noncash items of discontinued operations; pre-tax profit or loss attributable to the parent if a discontinued operation includes a non-controlling interest; a reconciliation of major classes of assets, liabilities of the discontinued operation classified as held for sale; and a reconciliation of major classes of line items constituting the pre-tax profit or loss of the discontinued operation. This guidance is effective for the Company beginning in fiscal year 2016, and will impact the Company's assessment of any future discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with Customers, which requires an entity to recognize an amount of revenue to which it expects to be entitled for the transfers of promised goods or services to customers. This ASU will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new standard will be effective for the Company on May 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective where three years of financial information are presented or a modified retrospective approach where the ASU is applied on the most current period presented in the financial statements. The Company is evaluating the effect this ASU will have on its financial statements.

The Company recorded provisions for doubtful accounts of $2,963, $2,857 and $2,969 for the years ended December 31, 2013, 2012 and 2011, respectively, which is included in selling, general and administrative expenses in the combined predecessor statements of operations.

In November 2012, BP U.K. began participating in a program to sell certain accounts receivable to certain third-party banking institutions on a largely non-recourse basis. The Company continues to collect payment for sold trade receivables and remits collections to the buyers once a month. Liabilities for collected trade receivables not yet remitted to buyers were $4,256 and $4,156 at December 31, 2013 and 2012, respectively. The outstanding balance of receivables sold and not yet collected was $8,612 and $7,291 as of December 31, 2013 and 2012, respectively. These receivables were not included in trade receivables as of December 31, 2013 and 2012. For the years ended December 31, 2013 and 2012, total accounts receivable sold to banking institutions under these arrangements were $96,076 and $16,486, respectively.

Property, plant and equipment, net includes $14,982 and $1,455 of machinery and equipment classified as capital leases as of December 31, 2013 and 2012, respectively.

Depreciation expense, including depreciation of assets under capital leases, totaled $56,127, $63,965 and $68,281 for December 31, 2013, 2012 and 2011, respectively, which is included in cost of goods sold and selling, general and administrative expenses in the combined predecessor statements of operations.

The Company recorded impairment charges primarily in conjunction with plant closings undertaken for purposes of market consolidation and recognized asset impairment charges for its property, plant and equipment of $24,975, $13,158 and $17,402 for the years ended December 31, 2013, 2012 and 2011, respectively. Asset impairments of $0, $0 and $146 related to closed plants that were part of a disposed component were included in loss from discontinued operations for the years ended December 31, 2013, 2012 and 2011, respectively. Asset impairments are included in impairment and restructuring costs on the combined predecessor statements of operations.

The Company has 13 reporting units of which five included goodwill in the period from 2011 through 2013. In accordance with ASC 350, the Company annually performs step one of its goodwill impairment test by comparing the fair value of each reporting unit with its carrying value. The Company completed assessments as of October 1 of each reporting period. One reporting unit, U.S. Pressure Pipe, failed step one and the Company recorded a goodwill impairment charge of $236,639 during the year ended December 31, 2013 based on the amount by which the carrying value of the reporting unit exceeded the fair value of the identifiable assets and liabilities of the reporting unit. The charge was a result of a significant reduction in the forecast for revenue in the U.S. pressure pipe reporting unit. At December 31, 2012, the Company determined the fair value of its reporting units with goodwill exceeded their respective carrying values. As a result, management concluded that there was no goodwill impairment. During the year ended December 31, 2011, one reporting unit within the Other segment, the U.K. Structherm business, recorded a goodwill impairment charge in the amount of $1,962. Impairment charges recorded are included within impairment and restructuring

charges on the consolidated predecessor statements of operations. There were no other impairments recorded to goodwill during the reporting periods.

The following table presents the changes in the net carrying value of goodwill by reportable segment:

Intangible assets other than goodwill at December 31, 2013 included the following:

Due to the continued uncertainty regarding the strength and timing of the economic recovery at the end of 2013, management performed an impairment review based on estimated cash flows of all intangible assets. An impairment charge was recognized in relation to merchant relationships in the amount of $1,725 in 2013.

Intangible assets other than goodwill at December 31, 2012 included the following:

Total amortization expense was $939, $2,233 and $2,263 for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table reflects the future amortization on definite-lived intangible assets:

The Company's financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities. The carrying value of the Company's trade receivables, trade payable and accrued liabilities approximates fair value due to their short-term maturity. The Company may adjust the carrying amount of certain nonfinancial assets to fair value on a nonrecurring basis when they are impaired.

The following tables present, by level within the fair value hierarchy, certain of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, respectively. The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.

Assets and liabilities held for sale are classified as level 3 and are valued using discounted cash flow models, comparison to comparable properties and appraisals and other industry standards means of valuing properties. Deferred compensation is classified as level 3 and is valued using cash surrender value of Company-owned life insurance. The fair values of benefit plan assets and the related disclosure are included in Note 18, Employee Benefit Plans.

Also, at December 31, 2013 and 2012, the Company held certain items that are required to be measured at fair value on a nonrecurring basis. These included property, plant and equipment for which impairment charges in the amount of $24,975 and $13,158 were recorded during the years ended December 31, 2013 and 2012 respectively, and a goodwill and other intangible asset impairment charge in the amount of $238,364 was recorded during the year ended December 31, 2013. The amount of impairment on property, plant and equipment is based on industry standard valuation models based on observable market-based inputs, and expected future cash flows. The amount of goodwill impairment is based on the estimated fair value of the assets, which is determined using discounted future net cash flows that include, among other things, expected sales volumes, sales growth, gross margin, operating expenses and cash flow. As a result of performing these calculations on an income approach, these values are classified as level 3 on the fair value hierarchy.

Accrued liabilities consist of the following for the years ended December 31, 2013 and 2012:

Other long-term liabilities consist of the following for the years ended December 31, 2013 and 2012:

The income tax benefits (expenses) from continuing operations for the years ended December 31 were as follows:

The income tax benefits (expenses) from discontinued operations for the years ended December 31 were as follows:

The Company's loss from continuing operations before income taxes for the years ended December 31 was as follows:

Taxes recognized in other comprehensive income for the years ended December 31 were as follows:

The rate reconciliation for continuing operations presented below is based on the U.S. federal statutory tax rate of 35% because the predominant business activity is in the United States:

	2013			2012			2011

(Loss) profit before tax	$	(249,628	)	$	(37,969	)	$	(51,824	)




Tax benefit (expense) at statutory rate of 35%		87,370			13,289			18,138
Changes to the theoretical tax due to:
Valuation Allowance		(8,514	)		(23,719	)		(25,877	)
Imputed intercompany interest		1,724			3,677			4,960
Changes in tax rate		374			198			555
Goodwill impairment		(82,825	)		—			—
State and foreign taxes		(62	)		973			917
Foreign rate differential		(168	)		1,213			(317	)
Other		(968	)		(4	)		(484	)


Income tax benefit (expense)	$	(3,069	)	$	(4,373	)	$	(2,108	)

The net deferred tax assets (liabilities) balances were comprised of the following components as of December 31, 2013:

	U.S.			Canada			U.K.			Total

Deferred tax assets:
Environmental liabilities	$	5,141		$	—		$	—		$	5,141
Net operating loss		106,648			—			2,714			109,362
Retirement benefit plan obligations		—			6,103			—			6,103
Intangible assets		14,090			2,079			871			17,040
Other assets		15,753			2,181			5,187			23,121


		141,632			10,363			8,772			160,767
Valuation allowance		(100,092	)		—			(5,271	)		(105,363	)


Deferred tax assets		41,540			10,363			3,501			55,404
Deferred tax liabilities:
Property, plant and equipment		(28,517	)		(16,765	)		(4,714	)		(49,996	)
Other liabilities		(13,023	)		—			(857	)		(13,880	)


Deferred tax liabilities		(41,540	)		(16,765	)		(5,571	)		(63,876	)


Net deferred tax liabilities	$	—		$	(6,402	)	$	(2,070	)	$	(8,472	)

The net deferred tax assets (liabilities) balances were comprised of the following components as of December 31, 2012:

	U.S.			Canada			U.K.			Total

Deferred tax assets:
Environmental liabilities	$	5,760		$	—		$	—		$	5,760
Net operating loss		100,847			—			—			100,847
Retirement benefit plan obligations		—			7,207			—			7,207
Intangible assets		16,737			2,397			362			19,496
Other assets		15,833			1,929			4,983			22,745


		139,177			11,533			5,345			156,055
Valuation allowance		(94,225	)		—			(3,287	)		(97,512	)


Deferred tax assets		44,952			11,533			2,058			58,543
Deferred tax liabilities:
Property, plant and equipment		(30,345	)		(19,738	)		(3,019	)		(53,102	)
Other liabilities		(14,607	)		—			(973	)		(15,580	)


Deferred tax liabilities		(44,952	)		(19,738	)		(3,992	)		(68,682	)


Net deferred tax liabilities	$	—		$	(8,205	)	$	(1,934	)	$	(10,139	)

U.K. companies were members of the HUK group, and the U.S. companies were included in the consolidated U.S. income tax return and certain consolidated or unitary group state returns of LHI. Losses and other tax attributes generated on a hypothetical stand-alone basis and hypothetical consolidated return basis are reflected as deferred tax assets, even though some of those losses or attributes may have been utilized by other members of the HUK or LHI groups. All hypothetical current taxes payable or receivable are deemed settled through net parent investment.

The Company has U.S. net operating loss carryfowards of approximately $290,698, a portion of which will start to expire in 2028. The Company has net capital losses of approximately $12,874 from the Company's U.K. operations that will not expire even if not utilized. The Company's deferred tax assets and liabilities are determined on the hypothetical basis described above and may not reflect the amount that would be determined if the Company separated from the HC group. These net operating loss carryforwards were attributed to the Company based on the U.S. entities' portion of the consolidated U.S. income profit and taxes.

The Company reviews its deferred tax assets for recoverability and provides a valuation allowance when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. In assessing the need for a valuation allowance, the Company considered all available positive and negative evidence, including the Company's ability to carryback operating losses to prior years, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Considering these factors, the Company established a valuation allowance against its U.S. deferred tax assets as of December 31, 2013 and 2012, and U.K. deferred tax assets as of December 31, 2013 and 2012.

Each period we assess uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where we have determined that our tax return filing position does not satisfy the more-likely-than-not recognition threshold, we have recorded no tax benefits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 is as follows:

The Company includes the impact of interest and penalties in income tax expense. The combined balance sheet includes $599 of accrued interest at December 31, 2013, 2012 and 2011, respectively. The Company expects resolution of the uncertain tax positions to have a $2,757 impact on the effective tax rate in future years. During the twelve months ending after December 31, 2013, due to expiration of statutes of limitations, the Company expects a $208 reduction in uncertain tax positions and a $56 reduction in accrued interest related to multinational transactions and fixed assets transactions.

As of December 31, 2013, the Company had outstanding surety bonds in the amount of $119,489 to secure performance commitments. The Company also had letters of credit with a total notional amount of $10,163 and a total amount outstanding of $10,163 as of December 31, 2013.

The Company leases certain property and equipment for various periods under noncancelable operating leases. The Company's future minimum lease payments under such agreements at December 31, 2013 were approximately:

The Company leases certain equipment under arrangements classified as capital leases. The Company's future minimum lease payments under such capital leases for equipment and vehicles along with the present value of the net minimum lease payments as of December 31, 2013 is as follows:

The Company is involved in legal proceedings and litigation in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company's combined predecessor financial position, results of operations, or liquidity. Other than routine litigation incidental to the Company business, there are no material legal proceedings to which the Company is a party or to which any of the Company's properties are subject.

The Company incurs reclamation obligations as part of its brick production processes. The Company recognizes the present value of the fair value of a legally enforceable liability representing an asset retirement obligation in the period in which it is incurred. Accretion of the liability is recorded as an accretion expense. It also recognizes an asset representing the anticipated costs of dismantling

machinery and equipment ("tear-down" costs) and depreciates the asset over the remaining life of the equipment. The Company recorded the following ARO liabilities as of December 31, 2013 and 2012:

The combined predecessor financial statements for the Company are based on the accounting records of HC. Within these records, each subsidiary of BP has its own equity accounts in the books and records, as well as intercompany balances due (to)/from affiliates and operations within HC. These intercompany balances are considered by HC as part of the capital structure of these entities and are not regularly settled in cash with the affiliate counterparties. Therefore, these intercompany balances act as clearing accounts between the parties and consist of the accumulated net transactions between the Company and other entities and operations of HC and may include both operating items (allocated expenses and purchases of services and materials) and equity items (transfers of assets, cash and dividends). The Company has recorded all such equity and intercompany balances in a single caption, Parent company net investment.

The following table presents the components of net transfers to Parent for each of the years ended December 31:

The Company was allocated selling, general and administrative expenses from the Parent for certain shared services of $44,945, $48,038 and $49,107 for the years ended December 31, 2013, 2012 and 2011, respectively. The allocated expenses are included in cost of goods sold or selling, general and administrative expenses in the combined predecessor statements of operations. The historical costs and expenses reflected in our combined predecessor financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Substantially all of the

Company's senior management is employed by HC and certain functions critical to the Company's operations are centralized and managed by HC. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, the Company resides in office space provided by affiliates of HC. The cost of each of these services has been allocated to the Company on the basis of the Company's relative net sales or headcount as compared to that of HC depending upon which allocation methodology is more meaningful for each such service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, these amounts are not necessarily representative of the amounts that would have been incurred by the Company as a separate entity.

The Company has the following net payables to affiliates that are regularly settled in cash as of December 31, 2013 and 2012:

Purchases of raw materials from affiliates for the years ended December 31, 2013, 2012 and 2011 are as follows:

Segment information is presented in accordance with ASC 280, Segment Reporting ("ASC 280"), which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by the Company's chief operating decision maker in order to allocate resources and assess performance.

Net sales from the major products sold to external customers include concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks.

The Company's three geographic areas consist of the United States, Canada and the United Kingdom for which it reports net sales, fixed assets and total assets. The chief operating decision maker ("CODM") reviews earnings before interest, taxes, depreciation and amortization ("EBITDA") and the adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") as a basis for making the decisions to allocate resources and assess performance. Adjusted EBITDA is calculated as EBITDA before non-cash charges and certain other income and expenses. EBITDA and Adjusted EBITDA are non-GAAP measures of our financial performance or liquidity. EBITDA and Adjusted EBITDA contain certain limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replenish assets being depreciated. In addition, the CODM uses adjusted EBITDA to evaluate the effectiveness of our business strategies to make budgeting decisions and compare our performance relative to our peers.

The following tables set forth reportable segment information with respect to net sales and other financial information attributable to our reportable segments for the years ended December 31, 2013, 2012 and 2011:

	Gravity Pipe & Precast			North America Pressure Pipe			North America Brick			U.K. Brick & Blocks			Other			Total

For year ended December 31, 2013:
Net Sales	$	345,785		$	171,789		$	145,508		$	263,216		$	198,065		$	1,124,363
Income (loss) from continuing operations before income taxes	$	(9,293	)	$	(225,301	)	$	(2,729	)	$	(2,726	)	$	(9,579	)	$	(249,628	)
Depreciation and amortization		17,546			4,929			14,164			16,999			3,428			57,066


EBITDA		8,253			(220,372	)		11,435			14,273			(6,151	)		(192,562	)
Gain on sale of property, plant and equipment		(3,579	)		(3	)		(269	)		(4,668	)		(155	)		(8,674	)
Impairment and restructuring		8,793			238,296			3,352			15,569			1,121			267,131


Adjusted EBITDA	$	13,467		$	17,921		$	14,518		$	25,174		$	(5,185	)	$	65,895




Capital expenditures	$	3,241		$	4,279		$	2,889		$	4,854		$	400		$	15,663




Total assets	$	441,747		$	178,528		$	199,430		$	398,398		$	127,094		$	1,345,197

	Gravity Pipe & Precast			North America Pressure Pipe		North America Brick			U.K. Brick & Blocks			Other			Total

For year ended December 31, 2012:
Net Sales	$	402,680		$	184,396	$	143,754		$	259,491		$	187,300		$	1,177,621
Income (loss) from continuing operations before income taxes	$	(28,573	)	$	9,630	$	(6,707	)	$	(2,892	)	$	(9,427	)	$	(37,969	)
Depreciation and amortization		23,899			6,128		15,014			17,229			3,928			66,198


EBITDA		(4,674	)		15,758		8,307			14,337			(5,499	)		28,229
Gain on sale of property, plant and equipment		(9,865	)		47		(68	)		(7,756	)		(99	)		(17,741	)
Impairment and restructuring		11,703			5		2,349			6,424			1,960			22,441


Adjusted EBITDA	$	(2,836	)	$	15,810	$	10,588		$	13,005		$	(3,638	)	$	32,929




Capital expenditures	$	6,085		$	1,500	$	3,704		$	5,462		$	1,485		$	18,236




Total assets	$	473,407		$	447,204	$	213,687		$	426,644		$	136,425		$	1,697,367

	Gravity Pipe & Precast			North America Pressure Pipe		North America Brick			U.K. Brick & Blocks			Other			Total

For year ended December 31, 2011:
Net Sales	$	428,106		$	195,714	$	134,989		$	270,897		$	191,301		$	1,221,007
Income (loss) from continuing operations before income taxes	$	(30,735	)	$	32,631	$	(10,425	)	$	(28,988	)	$	(14,307	)	$	(51,824	)
Depreciation and amortization		25,959			5,093		16,159			19,149			4,184			70,544


EBITDA		(4,776	)		37,724		5,734			(9,839	)		(10,123	)		18,720
Gain on sale of property, plant and equipment		(6,945	)		99		(179	)		(1,546	)		(17	)		(8,588	)
Impairment and restructuring		5,706			—		1,005			19,611			4,740			31,062


Adjusted EBITDA	$	(6,015	)	$	37,823	$	6,560		$	8,226		$	(5,400	)	$	41,194




Capital expenditures	$	10,481		$	4,542	$	3,550		$	6,125		$	808		$	25,506




Total assets	$	580,114		$	434,355	$	224,927		$	457,975		$	139,543		$	1,836,914

In addition, the Company also has an investment in an equity method investee recorded within the following segment:

The Company is also required by ASC 280 to disclose additional information related to geographic locations in which the Company operations exist. The Company has operations in the United States, Canada and the United Kingdom.

The Company has both net sales and property, plant and equipment in each country and those property, plant and equipment and net sales are recorded within each applicable geographic location as follows:

The Company regularly evaluates current and future market demand for its building products across all regions of the United States, Canada and the United Kingdom. At certain times, management may determine to close plants to consolidate or exit certain markets. When plants are closed, inventory and equipment is relocated or scrapped, and land and buildings are sold. In most cases, the criteria have been met for the plant assets to be classified as held for sale at the time the plants are closed. If plant closures are associated with the Company's decision to exit a market, and there are no significant ongoing cash flows related to plants held for sale, income (loss) from long-lived

assets held for sale are presented as discontinued operations net of tax below income from continuing operations in the combined predecessor statement of operations. Alternatively, in cases where plant closures are related to a decision by the Company to consolidate, but not exit, a market, the related plant assets are classified as held for sale, and the associated income (loss) is included in continuing operations.

The following table shows the components of discontinued operations for the years ended December 31, 2013, 2012 and 2011:

Cash flows relating to all plants that met the ASC 360 criteria for held for sale classification as of December 31, 2013 are included in discontinued operations for all periods presented if those plants were part of a component that was disposed of during the periods presented. Certain of these plants did not meet the criteria for held for sale classification at December 31, 2012. For comparative purposes, the long-lived assets associated with these plants are included in assets held for sale at December 31, 2012 as presented on the combined predecessor balance sheet.

In 2013, the Company sold its roof tile business in the western region of the United States for total proceeds of $1,847, resulting in a loss of $174. The Company no longer operates a roof tile business in the western region of the United States.

In 2012, the Company sold its paving products business for net proceeds of $60,565, resulting in a loss of $15,427. In 2012, the Company also sold its structural precast business in the western United States for net proceeds of $1,500, including notes receivable of $850, resulting in a net loss of $126.

In 2011, the Company sold two of its roof tile manufacturing plants in the western region of the United States for net proceeds of $10,287, resulting in a gain of $382.

The Company recorded impairment and restructuring charges for the years ended December 31, 2013, 2012 and 2011 as follows:

The Company periodically initiates programs to reduce costs and improve operating effectiveness. These programs include the closing of plants and the termination of portions of the workforce. As part of these plans, the Company incurs severance, lease and other contract termination costs. The table below identifies selected restructuring costs incurred by period:

	Liability Balance at January 1		Restructuring Expenses		Restructuring Settlements			Liability Balance at December 31

For the year ended December 31, 2013
Restructuring charges:
Employee Severance and Other	$	2,649	$	2,565	$	(3,553	)	$	1,661
Lease terminations		1,443		—		(394	)		1,049


Total	$	4,092	$	2,565	$	(3,947	)	$	2,710




For the year ended December 31, 2012
Restructuring charges:
Employee Severance and Other	$	1,952	$	8,615	$	(7,918	)	$	2,649
Lease terminations		1,760		63		(380	)	$	1,443


Total	$	3,712	$	8,678	$	(8,298	)	$	4,092




For the year ended December 31, 2011
Restructuring charges:
Employee Severance and Other	$	6,087	$	9,413	$	(13,548	)	$	1,952
Lease terminations		254		1,648		(142	)		1,760


Total	$	6,341	$	11,061	$	(13,690	)	$	3,712

On July 20, 2012, the Company entered into a joint venture agreement with Americast, Inc. to form Concrete Pipe & Precast LLC ("CP&P"). The Company contributed plant assets and related inventory from nine operating locations as part of the agreement to form CP&P and in return for the contribution the Company obtained a 50% ownership stake in the joint venture through its 500 Common Unit voting shares in CP&P. The Company also received 150 preferred units redeemable for $100 each, or a $15,000 Preferred Interest in CP&P, for which the Company received a preferred return of $437 and $180 during 2013 and 2012, respectively. The preferred return is included in other income in the combined statements of operations and in related party receivables on the combined balance sheets. The Company has recorded its investment in the Common Unit voting shares in accordance with ASC 323, Investments—Equity Method and Joint Ventures ("ASC 323"), under the equity method of accounting. The preferred interest is accounted for by the Company as an interest-bearing receivable. As part of the formation of CP&P, the Company recognized a gain of $2,264 based on the difference between the Company's shares of the fair value of the total consideration transferred by the Company and Americast, Inc. and net book value of the contributed assets less the disposal costs.

In July 2014, the Company's 150 preferred units in the amount of $15,000 were redeemed for cash.

In addition to the interest receivable, the Company also has a trade receivable from CP&P in the amount of $370 as of December 31, 2012, which is reflected within related party receivable in the combined balance sheets.

Certain of the Company's businesses recognize contract revenue from their engineering and construction as well as building contracting arrangements using the percentage-of-completion method, based on the contract cost incurred to date compared to total estimated contract cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Pre-contract costs are expensed as incurred.

Revenue recognized in excess of amounts billed is classified as a current asset within Trade receivables, net on the combined predecessor balance sheets. Revenue recognized in excess of billings were $15,094 and $11,360 as of December 31, 2013 and 2012, respectively. Amounts billed to clients in excess of revenue recognized to date are classified as a current liability within deferred revenue on the combined predecessor balance sheets. The Company anticipates that substantially all incurred cost associated with contract work in progress as of December 31, 2013 will be billed and collected in 2014. Billings in excess of revenue recognized was of $515 and $3,072 as of December 31, 2013 and 2012, respectively. Additionally, the Company also records balances billed, but not yet paid by customers under retainage provisions related to these contracts as part of trade receivables, net, within the combined balance sheets. The amount of receivables due under retainage provisions as of December 31, 2013 and 2012 was $5,637 and $5,223, respectively.

Certain of the Company's businesses also enter into agreements to provide inventory to customers for long-term construction projects. Revenue recognition is based on shipments of the respective goods ordered by the customer as these shipments represent substantive performance. The billings for these goods manufactured for the customer are based on contract terms which may or may not coincide with shipments of the goods which gives rise to either unbilled or deferred revenue.

The Company records revenue recognized in excess of amounts billed as a current asset within Trade receivables, net on the combined predecessor balance sheets. Revenue recognized in excess of billings for these contractual arrangements were $3,212 and $4,945 as of December 31, 2013 and 2012, respectively. Amounts billed to clients in excess of revenue recognized to date are classified as a current liability within deferred revenue on the combined predecessor balance sheets. Billings in excess of revenue recognized for these contracts were $3,783 and $21,580 as of December 31, 2013 and 2012,

respectively. Additionally, the Company also records balances billed, but not yet paid by customers under retainage provisions as part of trade receivables, net, within the combined balance sheets. The amount of receivables due under retainage provisions as of December 31, 2013 and 2012 was $166 and $884, respectively.

The Canadian companies within the Company sponsor several qualified and nonqualified pension plans and other postretirement benefit plans (OPEB) for substantially all of their employees. Such plans are defined benefit plans. The benefits provided under these plans are based primarily on years of credited service and final average pensionable pay as defined under the respective plan provisions. BP management, together with the relevant trustees of the various defined benefit plans, have a policy of ongoing review of the investment guidelines of each of the plans.

The Company, together with the trustees, has a long-term goal of matching liabilities of the defined benefit plans by investing in assets with an appropriate level of return. Contributions totaled $2,037 and $2,775 in 2013 and 2012, respectively. The Company has not currently concluded on the level of contribution to the defined benefit plans for 2014; however, contributions to the plans in 2014 are expected to meet or exceed all minimum funding requirements.

The Company continually monitors the net investment portfolio return assumption for its Canadian plans to align with management's long-term strategy to increase the asset allocation of fixed-income investments.

The asset allocations for the Company's Canadian defined benefit retirement plans at the end of 2013 and 2012 were as follows:

The Company's plan assets are accounted for at fair value. The Company's asset allocations by level within the fair value hierarchy as of December 31, 2013 and 2012 are presented in the table below for the Company's defined benefit plans.

Fixed income funds include investments in government obligations, corporate bonds, agency obligations and asset-backed securities.

Amounts recognized on the combined predecessor balance sheet as of December 31, 2013 are:

Amounts recognized on the combined predecessor balance sheet as of December 31, 2012 are:

The reconciliation of the beginning and ending balances of the pension obligation and the fair value of the plans' assets for the Canadian defined benefit retirement plans and other postretirement benefits for the years ended December 31, 2013 and 2012, are as follows:

	Pension Benefits			Other Postretirement Benefits			Total

Change in benefit obligation:
Benefit obligation at December 31, 2011	$	43,200		$	9,360		$	52,560
Service cost		1,766			64			1,830
Interest cost		1,938			410			2,348
Employee contributions		95			—			95
Actuarial losses, net		3,206			581			3,787
Benefits paid		(2,451	)		(392	)		(2,843	)
Exchange rate changes		1,215			261			1,476


Benefit obligation at December 31, 2012		48,969			10,284			59,253
Service cost		948			62			1,010
Interest cost		1,865			374			2,239
Employee contributions		69			—			69
Actuarial losses, net		(4,453	)		(853	)		(5,306	)
Benefits paid		(2,207	)		(329	)		(2,536	)
Exchange rate changes		(3,124	)		(658	)		(3,782	)


Benefit obligation at December 31, 2013	$	42,067		$	8,880		$	50,947

	Pension Benefits			Other Postretirement Benefits			Total

Change in plan assets:
Fair value of plan assets at December 31, 2011	$	36,834		$	—		$	36,834
Actual return on plan assets		2,435			—			2,435
Actuarial gains, net		—			—			—
Employer contributions		2,383			392			2,775
Employee contributions		95			—			95
Benefits paid		(2,451	)		(392	)		(2,843	)
Exchange rate changes		1,025			—			1,025


Fair value of plan assets at December 31, 2012		40,321			—			40,321
Actual return on plan assets		1,498			—			1,498
Actuarial gains, net		—			—			—
Employer contributions		1,708			329			2,037
Employee contributions		69			—			69
Benefits paid		(2,207	)		(329	)		(2,536	)
Exchange rate changes		(2,697	)		—			(2,697	)


Fair value of plan assets at December 31, 2013	$	38,692		$	—		$	38,692

The unrecognized net actuarial loss (gain) recorded in accumulated other comprehensive loss, pretax, for the years ended December 31, 2013 and 2012 are as follows:

The pretax amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic postretirement benefit cost (credit) in 2014 are as follows:

The components of net periodic pension cost for retirement benefits for the Canadian pension and other postretirement benefits are summarized below for the years ended December 31:

Pretax other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):

The key actuarial assumptions used in the determination of the benefit obligations and net periodic pension cost for the years ended December 31 are:



Weighted-average assumptions used to determine end of year benefit obligations:
Discount rate	4.65	%	4.02	%	4.42	%
Expected rate of return on plan assets	4.65	%	4.02	%	5.50	%
Rate of compensation increase	3.50	%	4.00	%	4.00	%
Inflation	2.50	%	2.50	%	2.50	%
Weighted-average assumptions used to determine net periodic pension cost:
Discount rate	4.02	%	4.42	%	5.07	%
Expected rate of return on plan assets	5.00	%	5.50	%	6.00	%
Future salary increases	4.00	%	4.00	%	4.00	%
Inflation	2.50	%	2.50	%	2.50	%

The actuarial assumptions are dependent on the economic environment in Canada. The discount rate is based on the interest rate obtained on the measurement date for high-quality, fixed interest-bearing corporate bonds of a similar duration to that of the liabilities of the principal plans. The expected return on plan assets is determined using a uniform method based on long-term actual historical yields for each asset category of investments held in the plans and the future yields expected in each asset category. The measurement date for the pension benefit and other postretirement benefit plans is December 31. The assumed health care cost trend rate was 6.5% decreasing annually to an ultimate rate of 5% as of December 31, 2013 and 7% decreasing to an ultimate rate of 5% as of December 31, 2012. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:

Benefit payments for the Company's retirement plans expected to be paid during the next ten years are as follows:

The expected benefits to be paid are based on the same assumptions used to measure the Company's benefit obligation at December 31, 2013 and include estimated future employee service.

The Company's U.S.-based employees are covered by defined benefit and defined contribution plans that are sponsored by others, including affiliates. There are no U.S. benefit plans that are sponsored by the Company.

Approximately 28% of the Company's active U.S.-based employees are vested in a defined benefit pension plan sponsored by LHI. This defined benefit plan covers other Parent employees that are not employees of the Company. LHI froze this defined benefit plan effective December 31, 2012 for all non-union U.S.-based employees, except for those who were within five years of their social security retirement date. LHI provides certain OPEB to eligible salaried and hourly non-union employees who have retired from the Company, including primarily retiree health and life insurance benefits. These OPEB benefits were frozen in 2006 for all U.S.-based non-union employees, except for a small number of "grandfathered" employees who met certain age and employment service criteria. Approximately 8% of the Company's active employees are "grandfathered" and eligible for retiree life insurance and retiree health care benefits should they retire with LHI at age 60 or later. Benefits, eligibility and cost-sharing provisions for hourly union employees vary by bargaining unit. Generally, the health care plans pay a stated percentage of most medical expenses, reduced for any deductible, copayment and payments made by government programs and other group coverage. In 2013, LHI announced changes to its retiree health care plans that covered retirees age 65 and older. This change did not impact any retirees who had retired under a collective bargaining agreement. Beginning in 2013, LHI stopped providing company-sponsored health care plans to retirees age 65 and older; rather it began providing a subsidy for each eligible retiree to purchase health care coverage best suited for his/her circumstance.

The related pension and OPEB liability has not been allocated to the Company for the U.S. plans and has not been presented in the accompanying balance sheet since the obligation is and will remain a liability of the Parent. The Company recorded approximately $1,634, $5,999 and $6,915 for the years ended December 31, 2013, 2012 and 2011, respectively, in pension and other post-retirement benefits

expense related to its U.S. employees, which has been reflected within costs of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations. The pension and OPEB expense recorded by the Company for plans sponsored by affiliates includes expenses of $662, $626 and $904, for the years ended December 31, 2013, 2012 and 2011, respectively, which are included in the allocated expenses described in Note 12 of the Notes to Combined Predecessor financial statements.

LHI makes contributions to the plans for the Company's employees that participate in pension and other post-retirement benefit plans sponsored by LHI. For purposes of these combined predecessor financial statements, the Company accounts for its activities affecting these plans as if these single-employer plans sponsored by Lehigh Hanson North America were multi-employer plans in accordance with ASC 715.

LHI also sponsors several defined contribution pension plans covering substantially all of the Company's employees. Eligible employees may contribute a portion of their base compensation to the plans, and their contributions are matched by the Company at rates specified in the plans. The Company made contributions to the plans sponsored by LHI for its employees that participate in the plans. These contributions totaled $8,683, $5,343 and $4,940 for the years ended December 31, 2013, 2012 and 2011, respectively, which are recorded within costs of goods sold and selling, general and administrative expenses in the combined predecessor statements of operations. The recorded expenses related to the defined contribution pension plans are reflected within costs of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations. These expenses are not included in the allocated expenses described in Note 12 of the Notes to Combined Predecessor financial statements.

In addition to the defined benefit pension and other post-retirement benefit plans and the defined contribution pension plans sponsored by LHI, the Company also has employees that are covered under several union-sponsored, multiemployer pension plans (union-sponsored plans). Neither the Company nor LHI administer the union-sponsored plans. Contributions are determined in accordance with the provisions of negotiated labor contracts. The plans are accounted for as defined contribution plans as it is not possible to isolate the components of such plans that would collectively comprise the Company's liability. In the event of plan termination or the Company's withdrawal from a plan, the Company may be liable for a portion of the plan's unfunded vested benefit obligation, if any. The cost of contributions to these multiemployer plans for the year ended December 31 is as follows:

		Pension Protection Zone Status

				FIP/RP Status Pending/ Implemented
	EIN / Pension Plan Number
Pension Fund	EIN / Pension Plan Number	2013	2012		2013		2012		2011
					(in thousands)
Bricklayers and Allied Craft Workers (MN & ND)	51-6029930	Green	Green			101		124		102
Bricklayers and Trowel Trades International Pension Fund	52-6127746	Yellow	Yellow	Implemented		27		36		30
Central Laborers Pension Fund	37-6052379	Red	Red	Implemented		579		548		473
Central Pension Fund of IUOE & Participating Employers	36-6052390	Green	Green			60		55		53
Central States Southeast and Southwest Areas Pension Fund	36-6044243	Red	Red	Implemented		524		483		392
LIUNA National (Industrial) Pension Fund	52-6074345	Red	Red	Implemented		3		3		3
Minnesota Laborers Fringe Benefits Funds	41-6083775	Green	Green			158		223		170
National Integrated Group Pension Plan	22-6190618	Red	Red	Implemented		76		72		53


Total Contributions					$	1,528	$	1,544	$	1,276

Certain of the Company's BP U.K. employees participate in a defined benefit pension plan, closed to future accrual and to which BP U.K. is a participating employer ("UK Plan"). The costs related to the Company's employees and retirees that participate in this plan are allocated to the Company based on the relevant pensionable salaries in each of the statutory entities that participate in the Parent's plan. The Company's allocated expenses were approximately $9,323, $8,323 and $7,550 for the years ended December 31, 2013, 2012 and 2011, respectively, which has been reflected within cost of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations. The U.K. allocated expenses are included in the allocated expenses described in Note 12. The plan also includes other HUK employees that are not employees of the Company. The related pension liability has not been allocated to the Company for the U.K. plan and has not been presented in the accompanying balance sheet since the obligation is and will remain a liability of HUK. For purposes of these combined predecessor financial statements the Company has accounted for its activities affecting the U.K. plan as if this plan to which BP U.K. is a participating employer were a multi-employer plan in accordance with ASC 715.

The following lists the plan to which BP U.K. is a participating employer and a brief description of the plan and the amount of contributions made by the Company during the years ended December 31:

Plan information for the plan to which BP U.K. is a participating employer is not available to the public. The plan provides monthly retirement payments on the basis of the service credits earned by the participating employees. To the extent that the plan is underfunded, the future contributions to the plan

may increase and may be used to fund retirement benefits for employees related to other employers who have ceased operations.

The total plan assets, total plan defined benefit obligations and total contributions from participating employers as at December 31, 2013 and 2012 were as follows:

The contributions of BP U.K. amount to more than 5% of the total employer contributions in all periods presented.

Subsequent events have been evaluated through September 12, 2014, which is the date the financial statements were available to be issued.

Subsequent to December 31, 2013, the Company sold 5 manufacturing plants with a net book value of $2,991 for net proceeds of $3,711. These assets were classified as held for sale at December 31, 2013. The Company also received $1,825 as compensation for the loss of land through eminent domain regulations.

In anticipation of the Company's separation from HC as part of our planned initial public offering, the Company and HC have agreed that certain affiliates of HC will retain certain assets and liabilities, including the Maple Grove structural precast manufacturing business in the United States, Irvine Whitlock building contracting business in the U.K. and 33 excess properties. As of December 31, 2013, the net book value of the property, plant and equipment related to these operations and assets was $86,766.

In July 2014, the Company's 150 preferred units in the equity method investee in the amount of $15,000 were redeemed for cash.

Hanson Building Products

Combined Predecessor Statements of Operations

(In $US thousands)

(Unaudited)

	Six months ended June 30,

	2014			2013
Net sales	$	597,347		$	573,990
Cost of goods sold		505,892			497,577


Gross profit		91,455			76,413
Selling, general and administrative expenses		(76,309	)		(69,206	)
Impairment and restructuring charges		(110	)		(3,625	)
Equity earnings (losses) from equity method investees		741			111
Gain on sale of property, plant and equipment		2,887			1,998
Other operating income		1,688			3,062


		(71,103	)		(67,660	)


Income from operations		20,352			8,753
Other income (expenses)
Other income (expense), net		(1,058	)		132


Income from continuing operations before income taxes		19,294			8,885
Income tax expense		(4,789	)		(67	)


Income from continuing operations		14,505			8,818


Discontinued operations
Income (loss) from discontinued operations		424			(242	)
Income tax benefit (expense) from discontinued operations		—			—


Gain (loss) on discontinued operations, net of income tax		424			(242	)


Net income	$	14,929		$	8,576

Hanson Building Products

Combined Predecessor Statements of Comprehensive Income

(In $US thousands)

(Unaudited)

	June 30, 2014		December 31, 2013

	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	28,997	$	22,821
Trade receivables, net		211,072		167,893
Inventories		237,654		205,342
Preferred investment in equity method investee		15,000		15,000
Related party receivables		617		617
Assets held for sale		13,432		7,501
Other current assets		10,868		9,469


Total current assets		517,640		428,643


Non-current assets
Property, plant and equipment, net		722,854		735,351
Goodwill and other intangible assets, net		116,219		118,962
Investment in equity method investee		47,359		46,618
Assets held for sale		10,502		14,295
Other long term assets		835		1,328


Total assets	$	1,415,409	$	1,345,197




LIABILITIES AND PARENT COMPANY NET INVESTMENT
Current liabilities
Trade payables	$	126,375	$	109,258
Accrued liabilities		74,454		76,941
Related party payables		20,291		5,157
Liabilities for sold trade receivables collected		2,501		4,256
Employee benefit obligations		329		340
Deferred revenue		7,414		6,471
Capital lease liability		3,423		2,407
Liabilities held for sale		1,572		1,520


Total current liabilities		236,359		206,350


Non-current liabilities
Capital lease liability		17,684		13,064
Employee benefit obligations		11,997		11,915
Deferred tax liabilities		10,384		8,472
Other long term liabilities		58,927		56,568


Total liabilities		335,351		296,369


Commitments and contingencies (Note 9)
Accumulated other comprehensive income (loss)		29,542		25,282
Accumulated net contributions from parent		1,050,516		1,023,546


Total parent company net investment		1,080,058		1,048,828


Total liabilities and parent company net investment	$	1,415,409	$	1,345,197

Hanson Building Products

Combined Predecessor Statements of Cash Flows

(In $US thousands)

(Unaudited)

	Six months ended June 30,

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	14,929		$	8,576
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation & amortization expense		28,510			28,912
Gain on disposal of property, plant and equipment		(2,887	)		(1,998	)
Loss on disposal of other intangible assets		—			97
Impairment on property, plant and equipment		—			721
Earnings from equity method investment		(741	)		(111	)
Deferred taxes		2,690			(2,924	)
Other items		469			556
Change in assets and liabilities:
Trade receivables, net		(41,070	)		(22,243	)
Related party receivables		—			(219	)
Inventories		(31,931	)		16,175
Other current assets		(1,192	)		214
Other long-term assets		25			112
Trade payables		15,426			10,089
Related party payables		324			(576	)
Accrued liabilities		7,749			(13,119	)
Deferred revenue		1,003			(20,668	)
Employee benefit obligations		866			(730	)
Other long-term liabilities		2,924			2,823


NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(2,906	)		5,687


CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(9,353	)		(2,911	)
Proceeds from the sale of plant, property and equipment and other intangible assets		7,070			6,490
Other investing activities		10			(29	)


NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(2,273	)		3,550


CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital leases		(1,559	)		(658	)
Payments on notes payable		—			(153	)
Capital distribution from parent, net		12,059			276


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		10,500			(535	)


Net change in cash and cash equivalents		5,321			8,702
Effect of foreign currency adjustments		855			(1,826	)
Cash and cash equivalents balance, beginning of period		22,821			21,960


Cash and cash equivalents balance, end of period	$	28,997		$	28,836




SUPPLEMENTAL DISCLOSURES:
Cash paid for taxes		380			134

Prior to the Parent's 2007 acquisition of Hanson plc ("Hanson"), a public company formerly listed on the London and New York Stock Exchanges ("2007 Acquisition"), HC did not have a significant presence in the building products industry. The U.S. entities comprising BP North America ("BP North America Legal Entities") are indirect, wholly-owned subsidiaries of HC directly owned by Lehigh Hanson, Inc.("LHI"), a U.S. entity that is combined to form Lehigh Hanson North America and Canadian entities including Hanson Brick Ltd., Pipe and Precast Ltd., Hanson Pipe & Precast Quebec Ltd., Hanson Hardscape Products, Inc. and Hanson Pressure Pipe, Inc. Canada. The Canadian entities, also included in BP North America, are indirect, wholly-owned subsidiaries of HC directly owned by Hanson America Holdings (4) Ltd, a U.K. entity, and one of the entities included within a group collectively described as Hanson United Kingdom ("HUK") The entities comprising BP U.K. ("BP U.K. Legal Entities") are indirect, wholly-owned subsidiaries of HC indirectly owned by HeidelbergCement U.K. Holdings Ltd., one of the entities included within HUK. The 2007 Acquisition included all of the BP North America and BP U.K. entities. BP North America and BP U.K. are each comprised of indirect, wholly-owned subsidiaries of HC that collectively hold the North American and U.K. building products operations, respectively, the financial position, results of operations and cash flows of which are set forth in these combined predecessor financial statements. In conjunction with its planned separation of the building products operations from HC, HC will transfer substantially all of its building products business to BP.

The condensed combined predecessor financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim reporting. As permitted under these rules, certain notes or other financial information that are normally required by Generally Accepted Accounting Principles ("GAAP") in the United States can be condensed or omitted for interim periods. Balance sheet amounts are as of June 30, 2014 and December 31, 2013 and operating results are for the six months ended June 30, 2014 and 2013, and reflect all adjustments necessary for a fair presentation of the financial position and operating results of the Company.

As these are condensed financial statements, one should read these condensed combined predecessor financial statements in conjunction with the combined predecessor financial statements and notes contained in our annual audited financial statements for the years ended December 31, 2013,

2012 and 2011. Revenues, expenses, assets and liabilities can vary during each quarter during the year. Therefore, the results and trends in these interim financial statements may not be the same as those for a full year.

These financial statements are labeled as predecessor because they reflect the combined predecessor historical results of operations, financial position and cash flows of BP, as they were historically managed, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Because the BP North America and BP U.K. Legal Entities are indirect, wholly-owned subsidiaries of HC, the combination of these entities is accounted for at historical cost, in a manner akin to a reorganization of entities under common control. The Company intends to file a registration statement in the United States in an initial public offering. The Parent has formed a Jersey U.K. Corporation, Hanson Building Products Limited ("BP Newco"). In the event the Company completes the initial public offering the operations of the predecessor will be conveyed to BP Newco.

All intracompany transactions have been eliminated. Certain transactions between the Company and HC have been included in these combined predecessor financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined predecessor statements of changes in Parent company net investment as net transfers (to)/from Parent, in the combined predecessor statements of cash flows as a financing activity and in the combined predecessor balance sheets as Parent company net investment.

HC uses a centralized approach to cash management and financing of its operations. The majority of the Company's cash is transferred to HC daily and the Company is dependent on HC to fund the Company's operating and investing activities. HC has provided the Company's U.S. and Canadian intermediate holding companies with $500 million lines of credit in the United States and $114.2 million lines of credit in Eastern Canada. The Company currently benefits and expects to continue to benefit from the lines of credit until such time as alternative arrangements have been made and we have been advised by HC that it intends to provide funding our working capital needs until such time as alternative arrangements have been made. This arrangement is not reflective of the manner in which the Company would have been able to finance the Company's operations had the Company been a stand-alone business separate from HC during the periods presented. Cash transfers to and from HC's cash management accounts are reflected within Parent company net investment.

The combined predecessor financial statements include certain assets and liabilities that have historically been held at the HC corporate level but are specifically identifiable or otherwise allocable to the Company. The cash and cash equivalents held by HC at the corporate level are not specifically identifiable to the Company and therefore were not allocated for any of the periods presented. Cash and cash equivalents in the combined predecessor balance sheets represent cash held locally by operations included in the combined predecessor financial statements. HC third-party debt, and the related interest expense has not been allocated for any of the periods presented as the Company was not the legal obligor of the debt and HC's borrowings were not directly attributable to these operations.

HC provides certain services, primarily related to corporate administrative expenses and reorganization costs, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services, on behalf of the Company. The cost of each of these services has been allocated to the Company on the basis of the Company's relative net sales or headcount as compared to that of HC depending upon which allocation methodology is more meaningful for each such service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, they may differ from the cost that would have been incurred had the Company operated as a stand-alone company for the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in these financial statements on a separate return basis.

In April 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity which requires an entity to report a disposal of a component of an entity in discontinued operations if the disposal represents a strategic shift that has a major effect on an entity's operations and financial results when the component of an entity meets certain criteria to be classified as held for sale when the component of an entity is disposed of by a sale or disposed of other than by a sale. Further, additional disclosures about discontinued operations should include the following for the periods in which the results of operations of the discontinued operations are presented in the statement of operations: the major classes of line items constituting pre-tax profit or loss of discontinued operations; total operating and investing cash flows of discontinued operations; depreciation, amortization, capital expenditures and significant operating and investing noncash items of discontinued operations; pre-tax profit or loss attributable to the parent if a discontinued operation includes a non-controlling interest; a reconciliation of major classes of assets, liabilities of the discontinued operation classified as held for sale; and a reconciliation of major classes of line items constituting the pre-tax profit or loss of the discontinued operation. This guidance is effective for the Company beginning in fiscal year 2016, and will impact the Company's assessment of any future discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with Customers, which requires an entity to recognize an amount of revenue to which it expects to be entitled for the transfers of promised goods or services to customers. This ASU will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new standard will be effective for the Company on May 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective where three years of financial information are presented or a modified restrospective approach where the ASU is applied on the most current period presented in the financial statements. The Company is evaluating the effect this ASU will have on its financial statements.

In November 2012, BP U.K. began participating in a program to sell certain accounts receivable to certain third-party banking institutions on a largely non-recourse basis. The Company continues to collect payments for the sold trade receivables and remits collections to the buyers once a month. Liabilities for collected trade receivables not yet remitted to buyers were $2,501 and $4,256 for June 30, 2014 and December 31, 2013, respectively. The outstanding balance of receivables sold and not yet collected was $13,306 and $8,612 as of June 30, 2014 and December 31, 2013, respectively. These receivables were not included in trade receivables as of June 30, 2014 and December 31, 2013. For the six months ended June 30, 2014 and the year ended December 31, 2013, total accounts receivable sold to banking institutions under these arrangements were $54,413 and $96,076, respectively.

Property, plant and equipment, net consist of the following at June 30, 2014 and December 31, 2013:

BP utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

The Company's financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities. The carrying value of the Company's trade receivables, trade payable and accrued liabilities approximates fair value due to their short term maturity. The Company may adjust the carrying amount of certain nonfinancial assets to fair value on a nonrecurring basis when they are impaired.

The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities measured at fair value on a recurring basis. The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.

Assets and liabilities held for sale are classified as level 3 are valued using discounted cash flow models, comparison to comparable properties and appraisals and other industry standard means of valuing properties. Deferred compensation is classified as level 3 and is valued using discounted cash flow models.

Also, at June 30, 2014 and December 31, 2013, the Company held certain items that are required to be measured at fair value on a nonrecurring basis. These included property, plant and equipment and

goodwill impairment charges. The amount of impairment on property, plant and equipment is based on industry standard valuation models based on observable market-based inputs, and expected future cash flows. The amount of goodwill impairment is based on the estimated fair value of the assets, which is determined using discounted future net cash flows that include consideration of, among other things, expected net sales, sales growth, gross margin and operating expenses. As a result of performing these calculations on an income approach, these values are classified as level 3 on the fair value hierarchy.

Accrued liabilities consist of the following at June 30, 2014 and December 31, 2013:

The combined predecessor financial statements for the Company are based on the accounting records of HC. Within these records, each subsidiary of BP has its own equity accounts in the books and records, as well as intercompany balances due (to)/from affiliates and operations within HC. These intercompany balances are considered by HC as part of the capital structure of these entities and are not regularly settled in cash with the affiliate counterparties. Therefore, these intercompany balances act as clearing accounts between the parties and consist of the accumulated net transactions between the Company and other entities and operations of HC and may include both operating items (allocated expenses and purchase of services and materials) and equity items (transfers of assets, cash and dividends). The Company records all such equity and intercompany balances in a single caption, Parent company net investment.

The Company was allocated selling and general administrative expenses from the Parent for certain shared services of $20,703 and $20,957 for the six months ended June 30, 2014 and 2013, respectively. The historical costs and expenses reflected in our combined predecessor financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Substantially all of the Company's senior management is employed by HC and certain functions critical to the Company's operations are centralized and managed by HC. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, the Company resides in office space provided by affiliates of HC. The cost of these services has been allocated to the Company using allocation methodologies that utilize revenue, headcount or other relevant measures. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received.

Net sales from the major products sold to external customers include concrete gravity pipe, concrete and steel pressure pipe, precast concrete drainage products, clay bricks and concrete blocks.

The following tables set forth reportable segment information with respect to net sales and other financial information attributable to our reportable segments for the six-month periods ended June 30, 2014 and 2013:

	Gravity Pipe & Precast			North America Pressure Pipe			North America Brick			U.K. Brick & Blocks			Other			Total

For six months ended June 30, 2014:
Net Sales	$	196,067		$	58,409		$	66,016		$	165,994		$	110,861		$	597,347
Income (loss) from continuing operations before income taxes		6,198			(4,730	)		(4,899	)		26,680			(3,955	)		19,294
Depreciation and amortization		8,755			2,511			6,515			9,012			1,717			28,510


EBITDA		14,953			(2,219	)		1,616			35,692			(2,238	)		47,804
Gain on sale of property, plant and equipment		(299	)		(1,696	)		(382	)		(509	)		(1	)		(2,887	)
Impairment and restructuring		—			—			—			110			—			110
Transaction related costs		2,287			681			770			2,232			416			6,386


Adjusted EBITDA	$	16,941		$	(3,234	)	$	2,004		$	37,525		$	(1,823	)	$	51,413




Capital expenditures	$	1,958		$	2,688		$	2,411		$	1,917		$	530		$	9,504




Total assets	$	446,987		$	183,319		$	206,746		$	439,258		$	139,099		$	1,415,409

	Gravity Pipe & Precast			North America Pressure Pipe		North America Brick			U.K. Brick & Blocks			Other			Total

For six months ended June 30, 2013:
Net Sales	$	164,285		$	111,204	$	71,883		$	128,301		$	98,317		$	573,990
Income (loss) from continuing operations before income taxes		(2,961	)		16,015		(2,407	)		422			(2,184	)		8,885
Depreciation and amortization		9,036			2,485		7,336			8,360			1,695			28,912


EBITDA		6,075			18,500		4,929			8,782			(489	)		37,797
(Gain) loss on sale of property, plant and equipment		(1,673	)		11		(201	)		(26	)		(109	)		(1,998	)
Impairment and restructuring		1,763			710		320			704			128			3,625


Adjusted EBITDA	$	6,165		$	19,221	$	5,048		$	9,460		$	(470	)	$	39,424




Capital expenditures	$	557		$	688	$	1,595		$	576		$	58		$	3,474




Total assets	$	465,058		$	419,354	$	210,120		$	415,802		$	136,454		$	1,646,788

The Company is also required by ASC 280 to disclose additional information related to geographic location. The Company has operations in the United States, Eastern Canada and the United Kingdom. The Company has both revenues and long-lived assets in each country and those assets and revenues are recorded within geographic location as follows:

The Canadian companies within BP sponsor several qualified and nonqualified pension plans and other postretirement benefit plans for substantially all of their employees. Such plans are defined benefit plans. The benefits provided under these plans are based primarily on years of credited service and final average pensionable pay as defined under the respective plan provisions.

The following table sets forth the benefit costs (income) related to the Company's pension plan for the six months ended June 30, 2014 and 2013:

The Company's U.S.-based salaried employees and union hourly employees participate in defined benefit pension plans sponsored by LHI. These plans include other Parent employees that are not employees of the Company. LHI also provides certain other post-employment benefits (OPEB) to eligible employees who have retired from the Company, including primarily retiree health and life insurance benefits. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 60 or later. Benefits, eligibility and cost-sharing provisions for hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses, reduced for any deductible, copayment and payments made by government programs and other group coverage. In 2013, LHI announced changes to its retiree health care plans that covered retirees age 65 and older. This change did not impact any retirees who had retired under a collective bargaining agreement. Beginning in 2013, LHI stopped

providing company-sponsored health care plans to retirees age 65 and older; rather it began providing a subsidy for each eligible retiree to purchase health care coverage best suited for his/her circumstance.

The related pension and post-retirement benefit liability has not been allocated to the Company for the U.S. plans and has not been presented in the accompanying balance sheet since the obligation is and will remain a liability of the Parent. The Company recorded approximately $1,004 and $816 for the six months ended June 30, 2014 and 2013, respectively, in pension and other post-retirement benefits expense related to its U.S. employees, which has been reflected within costs of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations.

LHI makes contributions to the plans for the Company's employees that participate in pension and other post-retirement benefit plans sponsored by LHI. For purposes of these combined predecessor financial statements the Company accounts for its activities affecting these plans as if these single employer plans sponsored by Lehigh Hanson North America were multi-employer plans in accordance with ASC 715.

LHI also sponsors several defined contribution pension plans covering substantially all of the Company's employees. Eligible employees may contribute a portion of their base compensation to the plans, and their contributions are matched by the Company at rates specified in the plans. The Company made contributions to the plans sponsored by LHI for its employees that participate in the plans. These contributions totaled $4,772 and $4,704 for the six months ended June 30, 2014 and 2013, respectively, which are recorded within costs of goods sold and selling, general and administrative expenses in the combined predecessor statements of operations. The recorded expenses related to the defined contribution pension plans are reflected within costs of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations.

In addition, to the defined contribution plans sponsored by the Parent, the Company also has employees that are covered under several union-sponsored, multiemployer pension plans. The Company nor the Parent administer the plans, and contributions are determined in accordance with the provisions of negotiated labor contracts. The plans are accounted for as defined contributions plans as it is not possible to isolate the components of such plans that would collectively comprise the Company's liability. In the event of plan termination or the Company's withdrawal from a plan, the Company may be liable for a portion of the plan's unfunded vested benefit obligation, if any. The cost of contributions to these multiemployer plans for the six months ended June 30, 2014 and 2013 was $1,064 and $1,072, respectively.

ended June 30, 2014 and 2013, respectively, in pension expense related to its BP U.K. participating employees, which has been reflected within cost of goods sold and selling, general and administrative expenses in the accompanying combined predecessor statements of operations. The U.K. allocated expenses are included in the allocated expenses described in Note 12. The plan also includes other HUK employees that are not employees of the Company. The related pension liability has not been allocated to the Company for the U.K. plan and has not been presented in the accompanying balance sheet since the obligation is and will remain a liability of HUK. For purposes of these combined predecessor financial statements the Company has accounted for its activities affecting the U.K. plan as if this plan to which BP U.K. is a participating employer were a multi-employer plan in accordance with ASC 715.

Subsequent events have been evaluated through September 12, 2014, which is the date the financial statements were available to be issued.

Subsequent to June 30, 2014, the Company sold one manufacturing plant with a net book value of $252 for net proceeds of $499. These assets were classified as held for sale at June 30, 2014. The Company also received $1,825 as compensation for the loss of land through eminent domain regulations.

In anticipation of the Company's separation from HC as part of our planned initial public offering, the Company and HC have agreed that certain affiliates of HC will retain certain assets and liabilities, including the Maple Grove structural precast manufacturing business in the United States, the Irvine Whitlock building contracting business in the United Kingdom and 33 properties. As of June 30, 2014, the net book value of the property, plant and equipment related to these operations and assets was $86,195.

In July 2014, the Company's 150 preferred units in the equity method investee in the amount of $15,000 were redeemed for cash.

We have audited the accompanying balance sheet of Hanson Building Products Limited as of August 14, 2014. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Hanson Building Products Limited at August 14, 2014, in conformity with U.S. generally accepted accounting principles.

Hanson Building Products Limited ("the Company") was formed on August 14, 2014 in anticipation of completing an initial public offering. Prior to the completion of the initial public offering, HeidelbergCement and its affiliates ("HC Group") held all of the historical assets and liabilities related to the business that the Company may acquire. The two initial members of the Company are wholly-owned subsidiaries of the HC Group.

The accompanying statement of financial condition is prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the financial statements. Actual future results could differ from these estimates and assumptions.

On the date of incorporation, two subscriber Members owned two ordinary shares, which were owned beneficially by HeidelbergCement BP Limited ("HCBP") and transferred to HCBP on August 20, 2014. On September 11, 2014, HCBP subscribed for and were allotted a further 199,998 ordinary shares.

The Company evaluated subsequent events through September 12, 2014, which is the date the financial statements were available to be issued, and determined that no subsequent events had occurred that would require additional disclosures.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, expected to be incurred by us in connection with the issuance and distribution of our ordinary shares. Except as otherwise noted, we will pay all of these amounts. All amounts (except the SEC registration fee and the FINRA filing fee) are estimates.

Our Articles of Association will provide for the indemnification of officers, directors and third parties acting on our behalf to the extent permitted by Jersey law and if such persons act in good faith and in a manner reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal action or proceeding, such indemnified party had no reason to believe his or her conduct was unlawful.

HeidelbergCement AG has agreed to indemnify our three initial directors, David J. Clarke, Edward A. Gretton and Benjamin J. Guyatt, against certain liabilities which may arise by reason of their role as our directors and their involvement in the preparation of this registration statement and its filing with the Securities and Exchange Commission and to advance to them related legal advisory and defense expenses.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification of directors and certain officers of the registrant by the underwriters against certain liabilities.

We have not sold or issued any securities, registered or otherwise, within the past three years, except to our sole shareholder, HeidelbergCement BP Limited.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on September 12, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on September 12, 2014 by the following persons in the capacities indicated.


Copies to:
Stephen T. Giove, Esq. Marc O. Plepelits, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179	Michael H. Hyer, Esq. General Counsel Hanson Building Products Limited 300 East John Carpenter Freeway Irving, Texas 75062 Telephone: (972) 653-5000 Facsimile: (972) 653-6185	Joseph A. Hall, Esq. John Banes, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5565


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Ordinary shares, nominal value $0.01 per share	$100,000,000	$12,880

	Per Share	Total




Initial public offering price	$	$

Underwriting discounts and commissions	$	$

Proceeds to the Selling Shareholder (before expenses)	$	$

	Three Months Ended

	June 30, 2014		Mar 31, 2014		Dec 31, 2013		Sept 30, 2013		June 30, 2013		Mar 31, 2013
	(In thousands)
Total Net Sales	$	322,489	$	274,858	$	261,461	$	289,044	$	310,334	$	263,524


Jersey, Channel Islands (State or other jurisdiction of incorporation or organization)		3272 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number)


BofA Merrill Lynch		BNP PARIBAS		Deutsche Bank Securities

		Page

Prospectus Summary			1
Risk Factors			15
Forward-Looking Statements			39
Use of Proceeds			41
Dividend Policy			42
Capitalization			43
Selected Financial Data			44
Unaudited Pro Forma Combined Financial Information			46
Management's Discussion and Analysis of Financial Condition and Results of Operations			54
Industry			88
Business			95
Management			113
Executive Compensation			120
Certain Relationships and Related Party Transactions			121
Security Ownership of Certain Beneficial Owners			123
Description of Certain Indebtedness			124
Description of Share Capital			125
Shares Eligible for Future Sale			132
Comparison of Jersey Law and Delaware Law			134
Taxation			139
Underwriting			145
Enforceability of Civil Liabilities			153
Legal Matters			154
Experts			154
Where You Can Find Additional Information			154
Index to Financial Statements			F-1

	Payment Due by Period

	Total		2014		2015-2016		2017-2018		Thereafter
	(In thousands)
Operating leases	$	17,303	$	4,531	$	5,055	$	2,382	$	5,335
Capital lease obligations		17,324		2,854		5,626		5,176		3,668


Total Commitments	$	34,627	$	7,385	$	10,681	$	7,558	$	9,003

					Fair value exceeds net book value by or (amount by which step one of impairment test fails)

Reporting unit	Goodwill		Fair value exceeds net book value by		Effect of 100 basis point increase in WACC rate		Effect of reducing annual growth rates by 25 basis points
	(In thousands)
2013 Impairment Test
U.S. Pressure Pipe	$	236,639		NA		NA		NA
Canada Pressure Pipe		28,696		3,500		1,000		3,400
2012 Impairment Test
U.S. Pressure Pipe	$	236,639	$	25,000	$	12,000	$	23,000

Facility	Location	Owned or Leased

*North America Gravity Pipe & Precast(57)*
Grand Prairie(2)	Grand Prairie, Texas, U.S.	Owned
Cedar Hill	Cedar Hill, Texas, U.S.	Owned
Austin	Austin, Texas, U.S.	Owned
San Antonio(2)	San Antonio, Texas, U.S.	Owned
Jersey Village(3)	Houston, Texas, U.S.	Owned
Robstown	Robstown, Texas, U.S.	Owned
Little Rock	Little Rock, Arkansas, U.S.	Owned
Oklahoma City	Oklahoma City, Oklahoma, U.S.	Owned
West Memphis	West Memphis, Arkansas, U.S.	Owned

Name		Position

Plamen Jordanoff*	40	Chief Executive Officer, President and Director
Mark Conte*	49	Chief Financial Officer
Mark D. Carpenter	46	Senior Vice President, Hanson Engineered Products
Stephen Harrison	46	Managing Director, Hanson Building Products United Kingdom
Scott T. Szwejbka	46	Senior Vice President, Hanson Pipe & Precast
Charlie L. Ward	52	Senior Vice President, Hanson Brick and Tile
David J. Clarke	40	Director
Edward A. Gretton	44	Director
Benjamin J. Guyatt	38	Director

	Ordinary shares beneficially owned prior to this offering			Ordinary shares offered hereby	Ordinary shares beneficially owned after this offering assuming no exercise by the underwriters of their option to purchase additional shares			Ordinary shares beneficially owned after this offering assuming full exercise by the underwriters of their option to purchase additional shares

Name of Beneficial Owner	Number	Percent		Number	Number	Percent		Number	Percent
HeidelbergCement⁽¹⁾			%				%			%
All current directors and named executive officers as a group ( persons)			%				%			%

Underwriter		Number of Ordinary Shares

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.


Total

	Per Ordinary Share	Without Option	With Option

Initial public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds, before expenses, to the Selling Shareholder (before expenses)	$	$	$

		Page

Hanson Building Products
Audited Combined Predecessor Financial Statements:
Report of Independent Registered Public Accounting Firm			F-2
Combined Predecessor Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011			F-3
Combined Predecessor Statements of Comprehensive Loss for the Years Ended December 31, 2013, 2012 and 2011			F-4
Combined Predecessor Balance Sheets as of December 31, 2013 and 2012			F-5
Combined Predecessor Statements of Changes in Parent Company Net Investment for the Years Ended December 31, 2013, 2012 and 2011			F-6
Combined Predecessor Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011			F-7
Notes to Combined Predecessor Financial Statements			F-8
Unaudited Combined Predecessor Financial Statements:
Combined Predecessor Statements of Operations for the Six Months Ended June 30, 2014 and 2013			F-48
Combined Predecessor Statements of Comprehensive Income for the Six Months Ended June 30, 2014 and 2013			F-49
Combined Predecessor Balance Sheets as of June 30, 2014 and 2013			F-50
Combined Predecessor Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013			F-51
Notes to Unaudited Combined Predecessor Financial Statements			F-52
Hanson Building Products Limited
Audited Statement of Financial Condition
Report of Independent Registered Public Accounting Firm			F-65
Statement of Financial Condition as of August 14, 2014			F-66
Notes to Statement of Financial Condition as of August 14, 2014			F-67

	December 31,

	2013		2012
Finished goods	$	151,658	$	162,006
Raw materials		46,985		56,989
Work in process		6,699		7,972


Total inventory	$	205,342	$	226,967

	December 31,

	2013			2012
Machinery and equipment	$	858,423		$	882,129
Land, buildings and improvements		646,774			657,494
Other equipment		19,972			20,192
Construction-in-progress		12,386			16,610


Total property, plant and equipment		1,537,555			1,576,425
Less: accumulated depreciation		(802,204	)		(788,320	)


Property, plant and equipment, net	$	735,351		$	788,105

	Gravity Pipe & Precast			North America Pressure Pipe			North America Brick		U.K. Brick and Blocks		Other		Total

December 31, 2011	$	65,579		$	266,549		$	—	$	—	$	12,979	$	345,107
Foreign Currency		1,792			817			—		—		587		3,196


December 31, 2012		67,371			267,366			—		—		13,566		348,303
Foreign Currency		(4,453	)		(2,031	)		—		—		282		(6,202	)
Impairment		—			(236,639	)		—		—		—		(236,639	)


December 31, 2013	$	62,918		$	28,696		$	—	$	—	$	13,848	$	105,462

	Weighted average amortization period (in years)	Gross carrying amount as of December 31, 2013		Accumulated amortization			Accumulated Impairment			Net carrying value as of December 31, 2013

Clay rights	27.2	$	1,637	$	(549	)		—		$	1,088
Merchant relationships	9.3		20,429		(17,621	)		(1,819	)		989
Brand names	Indefinite		17,642		—			(7,749	)		9,893
Carbon emissions	Indefinite		465		—			—			465
Other	16.0		4,092		(3,027	)		—			1,065


Total intangible assets		$	44,265	$	(21,197	)	$	(9,568	)	$	13,500

	Weighted average amortization period (in years)	Gross carrying amount as of December 31, 2012		Accumulated amortization			Accumulated Impairment			Net carrying value as of December 31, 2012

Clay rights	27.2	$	1,604	$	(480	)		—		$	1,124
Merchant relationships	9.3		20,014		(16,416	)		—			3,598
Brand names	Indefinite		17,284		—			(7,591	)		9,693
Carbon emissions	Indefinite		719		—			—			719
Other	16.0		3,345		(2,901	)		—			444


Total intangible assets		$	42,966	$	(19,797	)	$	(7,591	)	$	15,578


Years ending December 31:
2014	$	500
2015		513
2016		513
2017		513
2018		259
Thereafter		844


Total future amortization expense	$	3,142

			Fair value measurements at December 31, 2013 using

	Carrying Amount December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value December 31, 2013
Current assets
Assets held for sale	$	7,501	$	—	$	—	$	7,501	$	7,501
Non-current assets
Assets held for sale		14,295		—		—		14,295		14,295
Deferred compensation	$	452	$	—	$	—	$	452	$	452
Non-current liabilities
Deferred compensation	$	452	$	—	$	—	$	452	$	452

			Fair value measurements at December 31, 2012 using

	Carrying Amount December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value December 31, 2012
Current assets
Assets held for sale	$	23,380	$	—	$	—	$	23,380	$	23,380
Non-current assets
Assets held for sale		18,647		—		—		18,647		18,647
Deferred compensation	$	491	$	—	$	—	$	491	$	491
Non-current liabilities
Deferred compensation	$	491	$	—	$	—	$	491	$	491

	December 31,

	2013		2012
Accrued payroll and employee benefits	$	25,399	$	27,175
Accrued rebates		26,937		18,858
Accrued taxes		9,136		10,606
Shutdown and restructuring costs		6,968		7,859
Accrued warranty		3,874		2,795
Bank overdraft		1,338		1,611
Other		3,289		6,175


	$	76,941	$	75,079

	December 31,

	2013		2012
Asset retirement obligations	$	20,935	$	21,567
Workers' compensation		14,347		16,130
Employee benefits		6,770		5,752
Insurance		4,305		3,123
Tax-related provisions		2,691		2,881
Accrued warranty		1,843		2,686
Environmental remediation liability		1,597		793
Other		4,080		3,677


	$	56,568	$	56,609

	2013			2012			2011

Current income tax
U.S. companies	$	(436	)	$	(105	)	$	(261	)
U.K. companies		—			—			—
Canadian companies		(4,796	)		(8,507	)		(15,412	)


		(5,232	)		(8,612	)		(15,673	)
Deferred income tax
U.S. companies		—			—			—
U.K. companies		(508	)		2,470			12,687
Canadian companies		2,671			1,769			878


		2,163			4,239			13,565


Income tax benefit (expense)—continuing operations	$	(3,069	)	$	(4,373	)	$	(2,108	)

	2013			2012			2011

U.S. companies	$	(253,130	)	$	(64,315	)	$	(71,430	)
U.K. companies		(4,907	)		(13	)		(33,177	)
Canadian companies		8,409			26,359			52,783


	$	(249,628	)	$	(37,969	)	$	(51,824	)

	2013			2012		2011

Tax effects relating to:
Actuarial gains and losses on defined benefit plans	$	(1,365	)	$	769	$	807


	$	(1,365	)	$	769	$	807

	As of December 31,

	2013			2012
Beginning balance	$	21,567		$	25,768
Reclamation adjustment		901			(1,821	)
Location sold		(1,520	)		(2,670	)
Spend		(513	)		(244	)
Accretion		500			534


Ending balance	$	20,935		$	21,567

Net transfer category	2013			2012			2011

Cash clearing and other financing activities	$	(28,373	)	$	(47,965	)	$	(31,143	)
Allocated expenses		(44,945	)		(48,038	)		(49,107	)
Current income taxes—federal and state		(3,069	)		(4,373	)		(2,108	)


	$	(76,387	)	$	(100,376	)	$	(82,358	)

	As at December 31,

	2013		2012
Related party creditors:
Hanson Quarry Products Europe Ltd.	$	4,518	$	11,254
Castle Cement Ltd.		544		720
Hanson Packed Products Ltd.		95		212


Total related party creditors	$	5,157	$	12,186

	At December 31,

	2013		2012
Common units at cost	$	46,397	$	47,267
Accumulated equity in earnings of investee		221		(870	)


Investment in equity method investee		46,618		46,397
Preferred interest in equity method investee		15,000		15,000


	$	61,618	$	61,397

	December 31, 2013								December 31, 2012

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset class:
Equity	$	—	$	13,929	$	—	$	13,929	$	—	$	12,500	$	—	$	12,500
Fixed income		—		24,763		—		24,763		—		27,821		—		27,821


Fair value of plan assets	$	—	$	38,692	$	—	$	38,692	$	—	$	40,321	$	—	$	40,321

	Pension Benefits

	Overfunded Plans			Underfunded Plans			Other Postretirement Benefits			Total
Benefit obligation	$	(4,405	)	$	(37,662	)	$	(8,880	)		(50,947	)
Fair value of plan assets		4,481			34,211			—			38,692


Funded status	$	76		$	(3,451	)	$	(8,880	)	$	(12,255	)




Balance sheet recognition:
Noncurrent benefit asset	$	76		$	—		$	—		$	76
Noncurrent benefit liability		—			(3,451	)		(8,540	)		(11,991	)
Current benefit liability		—			—			(340	)		(340	)


	$	76		$	(3,451	)	$	(8,880	)	$	(12,255	)