Supplemental Consolidating Financial Statements | Supplemental Consolidating Financial Statements On July 25, 2015 and July 26, 2014 , Dycom Investments, Inc. (the "Issuer") had outstanding an aggregate principal amount of $277.5 million of 2021 Notes. The 2021 Notes are guaranteed by Dycom Industries, Inc. (the "Parent") and substantially all of the Company's subsidiaries. Each guarantor and non-guarantor subsidiary is 100% owned, directly or indirectly, by the Issuer and the Parent. The 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. The Indenture contains certain release provisions for the guarantor subsidiaries and the Parent. With respect to the guarantor subsidiaries, these provisions include release upon (i) the sale or other disposition of all or substantially all of the assets of a guarantor or a sale or other disposition of all of the capital stock of a guarantor, in each case, to a person that is not the Issuer, the Parent or a restricted subsidiary of the Parent, (ii) the designation of a restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) the legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, and (iv) the release of a guarantor of its guarantee of any credit facility. The Parent may not be released from its guarantee under any circumstances, except in the event of legal or covenant defeasance of the 2021 Notes or of satisfaction and discharge of the Indenture or pursuant to a provision of the Indenture that limits the Parent’s liability under its guarantee in order to prevent a fraudulent conveyance. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to Issuer or Parent, within the meaning of Rule 3-10 of Regulation S-X. The following consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the Issuer, (iii) the guarantor subsidiaries on a combined basis, (iv) other non-guarantor subsidiaries on a combined basis, (v) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (vi) the Company on a consolidated basis. The consolidating financial statements are presented in accordance with the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. Intercompany charges (income) between the Parent and subsidiaries are recognized in the consolidating financial statements during the period incurred and the settlement of intercompany balances is reflected in the consolidating statement of cash flows based on the nature of the underlying transactions. During fiscal 2015, the Company merged certain guarantor subsidiaries into the Issuer which increased the total investment in subsidiaries of the Issuer as of July 25, 2015, as reflected within the consolidated balance sheet. The mergers were non-cash transactions. DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JULY 25, 2015 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Reclassifications Dycom Consolidated (Dollars in thousands) ASSETS Current assets: Cash and equivalents $ — $ — $ 20,515 $ 774 $ — $ 21,289 Accounts receivable, net — — 312,641 2,493 — 315,134 Costs and estimated earnings in excess of billings — — 273,544 1,186 — 274,730 Inventories — — 48,650 — — 48,650 Deferred tax assets, net 2,939 — 17,745 69 (123 ) 20,630 Other current assets 7,350 20 8,097 732 — 16,199 Total current assets 10,289 20 681,192 5,254 (123 ) 696,632 Property and equipment, net 23,527 — 187,596 20,441 — 231,564 Goodwill — — 271,653 — — 271,653 Intangible assets, net — — 120,926 — — 120,926 Deferred tax assets, net non-current — 72 3,951 827 (4,850 ) — Investment in subsidiaries 893,940 2,348,292 — — (3,242,232 ) — Intercompany receivables — — 1,347,896 — (1,347,896 ) — Other 17,460 4,940 11,598 4,091 — 38,089 Total non-current assets 934,927 2,353,304 1,943,620 25,359 (4,594,978 ) 662,232 Total assets $ 945,216 $ 2,353,324 $ 2,624,812 $ 30,613 $ (4,595,101 ) $ 1,358,864 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,388 $ — $ 65,458 $ 988 $ — $ 71,834 Current portion of debt 3,750 — — — — 3,750 Billings in excess of costs and estimated earnings — — 16,896 — — 16,896 Accrued insurance claims 156 — 35,624 44 — 35,824 Deferred tax liabilities — 62 11 50 (123 ) — Other accrued liabilities 22,428 504 73,389 2,085 — 98,406 Total current liabilities 31,722 566 191,378 3,167 (123 ) 226,710 Long-term debt 241,500 280,341 — — — 521,841 Accrued insurance claims 53 — 51,391 32 — 51,476 Deferred tax liabilities, net non-current 1,430 363 48,734 1,711 (4,850 ) 47,388 Intercompany payables 160,238 1,178,114 — 9,544 (1,347,896 ) — Other liabilities 3,073 — 1,176 — — 4,249 Total liabilities 438,016 1,459,384 292,679 14,454 (1,352,869 ) 851,664 Total stockholders' equity 507,200 893,940 2,332,133 16,159 (3,242,232 ) 507,200 Total liabilities and stockholders' equity $ 945,216 $ 2,353,324 $ 2,624,812 $ 30,613 $ (4,595,101 ) $ 1,358,864 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JULY 26, 2014 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Reclassifications Dycom Consolidated (Dollars in thousands) ASSETS Current assets: Cash and equivalents $ — $ — $ 19,739 $ 933 $ — $ 20,672 Accounts receivable, net — — 269,760 2,981 — 272,741 Costs and estimated earnings in excess of billings — — 228,541 2,028 — 230,569 Inventories — — 49,095 — — 49,095 Deferred tax assets, net 3,822 — 16,193 87 (170 ) 19,932 Other current assets 4,956 16 7,237 518 — 12,727 Total current assets 8,778 16 590,565 6,547 (170 ) 605,736 Property and equipment, net 18,108 — 171,158 16,147 — 205,413 Goodwill — — 269,088 — — 269,088 Intangible assets, net — — 115,483 633 — 116,116 Deferred tax assets, net non-current 182 — 3,884 15 (4,081 ) — Investment in subsidiaries 809,617 1,540,338 1,621 — (2,351,576 ) — Intercompany receivables — — 628,443 — (628,443 ) — Other 7,748 5,636 2,466 151 — 16,001 Total non-current assets 835,655 1,545,974 1,192,143 16,946 (2,984,100 ) 606,618 Total assets $ 844,433 $ 1,545,990 $ 1,782,708 $ 23,493 $ (2,984,270 ) $ 1,212,354 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,083 $ — $ 58,970 $ 1,265 $ — $ 63,318 Current portion of debt 10,938 — — — — 10,938 Billings in excess of costs and estimated earnings — — 13,882 — — 13,882 Accrued insurance claims 612 — 31,599 49 — 32,260 Deferred tax liabilities — 80 66 24 (170 ) — Other accrued liabilities 12,668 566 61,284 1,616 — 76,134 Total current liabilities 27,301 646 165,801 2,954 (170 ) 196,532 Long-term debt 166,125 280,738 — — — 446,863 Accrued insurance claims 778 — 32,959 45 — 33,782 Deferred tax liabilities, net non-current — 432 48,593 417 (4,081 ) 45,361 Intercompany payables 162,127 454,557 — 11,759 (628,443 ) — Other liabilities 3,168 — 1,711 3 — 4,882 Total liabilities 359,499 736,373 249,064 15,178 (632,694 ) 727,420 Total stockholders' equity 484,934 809,617 1,533,644 8,315 (2,351,576 ) 484,934 Total liabilities and stockholders' equity $ 844,433 $ 1,545,990 $ 1,782,708 $ 23,493 $ (2,984,270 ) $ 1,212,354 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED JULY 26, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Dycom Consolidated (Dollars in thousands) REVENUES: Contract revenues $ — $ — $ 1,799,538 $ 12,055 $ — $ 1,811,593 EXPENSES: Costs of earned revenues, excluding depreciation and amortization — — 1,466,221 8,824 — 1,475,045 General and administrative 42,958 616 107,326 10,958 — 161,858 Depreciation and amortization 4,256 — 84,178 4,338 — 92,772 Intercompany charges (income), net (53,922 ) — 54,688 (766 ) — — Total (6,708 ) 616 1,712,413 23,354 — 1,729,675 Interest expense, net (6,827 ) (19,993 ) (7 ) — — (26,827 ) Other income, net 119 — 10,895 214 — 11,228 Income (loss) before income taxes and equity in earnings of subsidiaries — (20,609 ) 98,013 (11,085 ) — 66,319 Provision (benefit) for income taxes — (8,186 ) 38,930 (4,403 ) — 26,341 Net income (loss) before equity in earnings of subsidiaries — (12,423 ) 59,083 (6,682 ) — 39,978 Equity in earnings of subsidiaries 39,978 52,401 135 — (92,514 ) — Net income (loss) $ 39,978 $ 39,978 $ 59,218 $ (6,682 ) $ (92,514 ) $ 39,978 Foreign currency translation losses, net of tax (261 ) (261 ) — (261 ) 522 (261 ) Comprehensive income (loss) $ 39,717 $ 39,717 $ 59,218 $ (6,943 ) $ (91,992 ) $ 39,717 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED JULY 27, 2013 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Dycom Consolidated (Dollars in thousands) REVENUES: Contract revenues $ — $ — $ 1,594,363 $ 14,249 $ — $ 1,608,612 EXPENSES: Costs of earned revenues, excluding depreciation and amortization — — 1,288,369 12,047 — 1,300,416 General and administrative 44,462 818 89,336 11,155 — 145,771 Depreciation and amortization 2,920 — 77,595 4,966 — 85,481 Intercompany charges (income), net (53,377 ) — 54,720 (1,343 ) — — Total (5,995 ) 818 1,510,020 26,825 — 1,531,668 Interest expense, net (5,675 ) (17,599 ) (60 ) — — (23,334 ) Other income, net (320 ) — 4,794 115 — 4,589 Income (loss) before income taxes and equity in earnings of subsidiaries — (18,417 ) 89,077 (12,461 ) — 58,199 Provision (benefit) for income taxes — (7,281 ) 35,214 (4,922 ) — 23,011 Net income (loss) before equity in earnings of subsidiaries — (11,136 ) 53,863 (7,539 ) — 35,188 Equity in earnings of subsidiaries 35,188 46,324 — — (81,512 ) — Net income (loss) $ 35,188 $ 35,188 $ 53,863 $ (7,539 ) $ (81,512 ) $ 35,188 Foreign currency translation losses, net of tax (35 ) (35 ) — (35 ) 70 (35 ) Comprehensive income (loss) $ 35,153 $ 35,153 $ 53,863 $ (7,574 ) $ (81,442 ) $ 35,153 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 25, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elim-inations Dycom Consolidated (Dollars in thousands) Net cash provided by (used in) operating activities $ 3,805 $ (12,703 ) $ 151,419 $ (621 ) $ — $ 141,900 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired — — (31,909 ) — — (31,909 ) Capital expenditures (10,585 ) — (83,024 ) (9,388 ) — (102,997 ) Proceeds from sale of assets 8 — 9,375 9 — 9,392 Return of capital from subsidiaries — 2,394 — — (2,394 ) — Investment in subsidiaries — (409,414 ) (385 ) — 409,799 — Changes in restricted cash (541 ) — 3 — — (538 ) Investment in non-voting senior units — — — (4,000 ) — (4,000 ) Net cash used in investing activities (11,118 ) (407,020 ) (105,940 ) (13,379 ) 407,405 (130,052 ) Cash flows from financing activities: Borrowings on senior Credit Agreement 535,750 — — — — 535,750 Principal payments on senior Credit Agreement (467,563 ) — — — — (467,563 ) Debt issuance costs (3,854 ) — — — — (3,854 ) Repurchases of common stock (87,146 ) — — — — (87,146 ) Exercise of stock options 8,922 — — — — 8,922 Restricted stock tax withholdings (4,711 ) — — — — (4,711 ) Excess tax benefit from share-based awards 8,371 — — — — 8,371 Principal payments on other financing activities — — (1,000 ) — — (1,000 ) Intercompany funding 17,544 419,723 (435,732 ) (1,535 ) — — Receipt of capital contributions, net — — 392,029 15,376 (407,405 ) — Net cash (used in) provided by financing activities 7,313 419,723 (44,703 ) 13,841 (407,405 ) (11,231 ) Net increase (decrease) in cash and equivalents — — 776 (159 ) — 617 CASH AT BEGINNING OF PERIOD — — 19,739 933 — 20,672 CASH AND EQUIVALENTS AT END OF PERIOD $ — $ — $ 20,515 $ 774 $ — $ 21,289 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 26, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elim-inations Dycom Consolidated (Dollars in thousands) Net cash provided by (used in) operating activities $ 7,199 $ (12,242 ) $ 93,898 $ (4,670 ) $ — $ 84,185 Cash flows from investing activities: Cash paid for acquisition, net of cash acquired — — (16,388 ) (700 ) — (17,088 ) Capital expenditures (8,541 ) — (72,962 ) (7,633 ) — (89,136 ) Proceeds from sale of assets — — 12,146 3,261 — 15,407 Return of capital from subsidiaries — 683 — — (683 ) — Investment in subsidiaries — (9,235 ) (785 ) — 10,020 — Changes in restricted cash (303 ) — — — — (303 ) Net cash used in investing activities (8,844 ) (8,552 ) (77,989 ) (5,072 ) 9,337 (91,120 ) Cash flows from financing activities: Proceeds from borrowings on senior Credit Agreement 502,000 — — — — 502,000 Principal payments on senior Credit Agreement (495,813 ) — — — — (495,813 ) Repurchases of common stock (9,999 ) — — — — (9,999 ) Exercise of stock options and other 14,568 — — — — 14,568 Restricted stock tax withholdings (3,781 ) — — — — (3,781 ) Excess tax benefit from share-based awards 3,025 — — — — 3,025 Principal payments on capital lease obligations and other financing — — (1,000 ) — — (1,000 ) Intercompany funding (8,355 ) 20,794 (13,336 ) 10,234 (9,337 ) — Net cash provided by (used in) financing activities 1,645 20,794 (14,336 ) 10,234 (9,337 ) 9,000 Net increase in cash and equivalents — — 1,573 492 — 2,065 CASH AT BEGINNING OF PERIOD — — 18,166 441 — 18,607 CASH AND EQUIVALENTS AT END OF PERIOD $ — $ — $ 19,739 $ 933 $ — $ 20,672 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 27, 2013 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elim-inations Dycom Consolidated (Dollars in thousands) Net cash provided by (used in) operating activities $ 6,952 $ (9,612 ) $ 112,176 $ (2,772 ) $ — $ 106,744 Cash flows from investing activities: Cash paid for acquisition, net of cash acquired — — (330,291 ) — — (330,291 ) Capital expenditures (8,151 ) — (51,647 ) (4,852 ) — (64,650 ) Proceeds from sale of assets — — 5,770 57 — 5,827 Return of capital from subsidiaries — 1,816 — — (1,816 ) — Investment in subsidiaries — (2,600 ) — — 2,600 — Changes in restricted cash 60 — — — — 60 Net cash used in investing activities (8,091 ) (784 ) (376,168 ) (4,795 ) 784 (389,054 ) Cash flows from financing activities: Proceeds from issuance of 7.125% senior subordinated notes due 2021, (including $3.8 million premium on issuance) — 93,825 — — — 93,825 Proceeds from borrowings on senior Credit Agreement, including term loan 529,500 — — — — 529,500 Principal payments on senior Credit Agreement (358,625 ) — — — — (358,625 ) Debt issuance costs (4,158 ) (2,581 ) — — — (6,739 ) Repurchases of common stock (15,203 ) — — — — (15,203 ) Exercise of stock options and other 5,253 — — — — 5,253 Restricted stock tax withholdings (884 ) — — — — (884 ) Excess tax benefit from share-based awards 1,283 — — — — 1,283 Principal payments on capital lease obligations — — (74 ) — — (74 ) Intercompany funding (156,027 ) (80,848 ) 230,669 6,990 (784 ) — Net cash provided by financing activities 1,139 10,396 230,595 6,990 (784 ) 248,336 Net decrease in cash and equivalents — — (33,397 ) (577 ) — (33,974 ) CASH AT BEGINNING OF PERIOD — — 51,563 1,018 — 52,581 CASH AND EQUIVALENTS AT END OF PERIOD $ — $ — $ 18,166 $ 441 $ — $ 18,607 |