8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 23, 2016

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
	11780 U.S. Highway One, Suite 600,
	Palm Beach Gardens, Florida 33408
	(Address of principal executive offices) (Zip Code)
	(561) 627-7171
	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On August 23, 2016, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2016 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on August 24, 2016, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted Diluted Earnings per Common Share, and certain amounts relating to organic contract revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items, is not a recognized term under generally accepted accounting principles (“GAAP”) and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted Earnings per Common Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted earnings per common share. Organic contract revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 (the “Securities Act”) if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On August 23, 2016, the Company issued a press release reporting fiscal 2016 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on August 24, 2016, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Non-GAAP Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Adjusted Diluted Earnings per Common Share, and certain amounts relating to organic contract revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items, is not a recognized term under GAAP and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted Earnings per Common Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted earnings per common share. Organic contract revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements regarding the outlook for the Company. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Current Report on Form 8-K. The most significant of these risks and uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting the Company’s customers, the adequacy of the Company’s insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company’s assets may be impaired, preliminary purchase price allocations of acquired businesses, expected benefits and synergies of acquisitions, future financial and operating results, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward looking statements except as required by law.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1 Press release dated August 23, 2016 by Dycom Industries, Inc. reporting fiscal 2016 fourth quarter and annual results.

99.2 Slide presentation relating to the webcast and conference call to be held on August 24, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 24, 2016

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

N E W S  R E L E A S E

FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO H. Andrew DeFerrari, Senior Vice President and CFO (561) 627-7171

August 23, 2016

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2016 FOURTH QUARTER AND ANNUAL RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, August 23, 2016 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended July 30, 2016. The Company reported:

• Contract revenues of $789.2 million for the quarter ended July 30, 2016, compared to $578.5 million for the quarter ended July 25, 2015. Contract revenues for the quarter ended July 30, 2016 grew 20.0% on an organic basis after excluding contract revenues from acquired businesses that were not owned for the entire period in both the current and prior year quarter and adjusting for the additional week of operations during the quarter ended July 30, 2016 as a result of the Company’s 52/53 week fiscal year. Total contract revenues from acquired businesses were $44.8 million for the quarter ended July 30, 2016, compared to $2.4 million for the quarter ended July 25, 2015.

• Non-GAAP Adjusted EBITDA of $126.0 million, or 16.0% of contract revenues, for the quarter ended July 30, 2016, compared to $88.5 million, or 15.3% of contract revenues, for the quarter ended July 25, 2015.

• On a GAAP basis, net income was $49.4 million, or $1.54 per common share diluted, for the quarter ended July 30, 2016. Non-GAAP Adjusted Net Income was $52.7 million, or $1.64 per common share diluted, for the quarter ended July 30, 2016, compared to net income of $33.8 million, or $0.97 per common share diluted, for the quarter ended July 25, 2015. Non-GAAP Adjusted Net Income for the quarter ended July 30, 2016 excludes $0.7 million of pre-tax acquisition transaction related costs and $4.6 million of pre-tax interest expense incurred for non-cash amortization of the debt discount associated with the Company’s 0.75% senior convertible notes due September 2021.

The Company also reported:

• Contract revenues of $2.673 billion for the fiscal year ended July 30, 2016, compared to $2.022 billion for the fiscal year ended July 25, 2015. Contract revenues for the fiscal year ended July 30, 2016 grew 22.7% on an organic basis after excluding contract revenues from acquired businesses that were not owned for the full year in both the current and prior year and adjusting for the additional week of operations during the fourth quarter of fiscal 2016 as a result of the Company’s 52/53 week fiscal year. Total contract revenues from acquired businesses were $159.0 million for the fiscal year ended July 30, 2016, compared to $17.7 million for the fiscal year ended July 25, 2015.

• Non-GAAP Adjusted EBITDA of $390.0 million, or 14.6% of contract revenues, for the fiscal year ended July 30, 2016, compared to $265.5 million, or 13.1% of contract revenues, for the fiscal year ended July 25, 2015.

• On a GAAP basis, net income was $128.7 million, or $3.89 per common share diluted, for the fiscal year ended July 30, 2016. Non-GAAP Adjusted Net Income was $148.4 million, or $4.48 per common share diluted, for the fiscal year ended July 30, 2016, compared to net income of $84.3 million, or $2.41 per common share diluted, for the fiscal year ended July 25, 2015. Non-GAAP Adjusted Net Income for the fiscal year ended July 30, 2016 excludes $0.7 million of pre-tax acquisition transaction related costs, the impact of a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of the Company’s 7.125% senior

subordinated notes, as well as $14.7 million of pre-tax interest expense incurred for non-cash amortization of the debt discount associated with the Company’s 0.75% senior convertible notes due September 2021.

The Company’s fiscal year ends on the last Saturday in July. As a result, each fiscal year consists of either 52 weeks or 53 weeks of operations (with the additional week of operations occurring in the fourth quarter). Fiscal 2016 consisted of 53 weeks and fiscal 2015 consisted of 52 weeks of operations. Fiscal 2017 will consist of 52 weeks of operations.

The Company also announced its outlook for the first quarter of fiscal 2017. The Company currently expects total contract revenues for the first quarter of fiscal 2017 to range from $780 million to $810 million. On a GAAP basis, diluted earnings per common share for the first quarter of fiscal 2017 is expected to range from $1.47 to $1.62. Non-GAAP Adjusted Diluted Earnings per Common Share is expected to range from $1.55 to $1.70. Non-GAAP Adjusted Diluted Earnings per Common Share guidance excludes $4.3 million of pre-tax interest expense for non-cash amortization of debt discount, or $0.08 per common share diluted on an after-tax basis. A reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share guidance provided for the first quarter of fiscal 2017 is included within the press release tables.

Additionally, the Company reported that the recently acquired operations of Goodman Networks are now expected to produce lower revenue in fiscal 2017 than initially anticipated but are expected to achieve higher EBITDA margins sooner than initially anticipated. The Company currently expects these operations to produce revenues of approximately $100 million during fiscal 2017. Beginning in the second quarter of fiscal 2017, these operations are expected to produce EBITDA as a percentage of revenue in line with Dycom’s consolidated EBITDA as a percentage of revenue.

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, the Company may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. See Explanation of Non-GAAP Financial Measures directly following the press release tables.

Conference Call Information and Other Selected Data

A conference call to review the Company’s results will be hosted at 9:00 a.m. (ET), Wednesday, August 24, 2016; call (800) 230-1074 (United States) or (612) 234-9960 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call. A live webcast of the conference call, along with related materials, will be available at www.dycomind.com. The conference call materials will be available at approximately 7:00 a.m. (ET) on August 24, 2016. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the conference call materials will be available at www.dycomind.com until Friday, September 23, 2016.

For additional detail on selected financial information including organic contract revenue, customer metrics, and certain other selected financial data and Non-GAAP financial measures, please refer to the Trend Schedule at www.dycomind.com in the Investor Center. The Trend Schedule will be available at approximately 7:00 a.m. (ET) on August 24, 2016.

About Dycom Industries, Inc.

Dycom is a leading provider of specialty contracting services throughout the United States and in Canada. These services include program management, engineering, construction, maintenance and installation services for telecommunications providers, underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities.

Forward Looking Information

Fiscal 2016 fourth quarter results are preliminary and unaudited. This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements are based on management’s current expectations, estimates and projections and includes the first quarter of fiscal 2017 outlook and statements found under the “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” section of this release. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. The most significant of these risks and uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting the Company’s customers, the adequacy of the Company’s insurance and other reserves and allowances for doubtful accounts, whether the carrying

2

value of the Company’s assets may be impaired, preliminary purchase price allocations of acquired businesses, expected benefits and synergies of acquisitions, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

---Tables Follow---

3

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
	As of			As of
	July 30, 2016			July 25, 2015
	(Dollars in thousands)
ASSETS
Current assets:
Cash and equivalents	$	33,787		$	21,289
Accounts receivable, net	328,030			315,134
Costs and estimated earnings in excess of billings	376,972			274,730
Inventories	73,606			48,650
Deferred tax assets, net	22,733			20,630
Other current assets	16,106			16,199
Total current assets	851,234			696,632
Property and equipment, net	326,670			231,564
Goodwill and other intangible assets, net	508,036			392,579
Other (b)	33,776			33,148
Total non-current assets	868,482			657,291
Total assets	$	1,719,716		$	1,353,923
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	115,492		$	71,834
Current portion of debt (a)	13,125			3,750
Billings in excess of costs and estimated earnings	19,557			16,896
Accrued insurance claims	36,844			35,824
Income taxes payable	15,307			8,916
Other accrued liabilities	122,302			89,490
Total current liabilities	322,627			226,710
Long-term debt (a) (b)	706,202			516,900
Accrued insurance claims	52,835			51,476
Deferred tax liabilities, net non-current	76,587			47,388
Other liabilities	4,178			4,249
Total liabilities	1,162,429			846,723
Total stockholders’ equity	557,287			507,200
Total liabilities and stockholders’ equity	$	1,719,716		$	1,353,923
(a) Total carrying amount of outstanding indebtedness consisted of the following (dollars in thousands):
	As of			As of
	July 30, 2016			July 25, 2015
Credit Agreement - Revolving facility (matures April 2020)	$	—		$	95,250
Credit Agreement - Term loan facilities (mature April 2020)	346,250			150,000
0.75% senior convertible notes (matures September 2021)	485,000			—
Debt discount and unamortized debt issuance costs (b)	(111,923		)	(4,941		)
7.125% senior subordinated notes (including debt premium)	—			280,341
	719,327			520,650
Less: Current portion of term loan facilities	(13,125		)	(3,750		)
Long-term debt	$	706,202		$	516,900
(b) During the fourth quarter of fiscal 2016, debt issuance costs of $4.9 million (previously reported within other non-current assets) were reclassified as a reduction to long-term debt as of July 25, 2015 due to the Company’s adoption of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.

4

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended
	July 30, 2016			July 25, 2015			July 30, 2016			July 25, 2015
	(Dollars in thousands, except per share amounts)
Contract revenues	$	789,159		$	578,479		$	2,672,542		$	2,022,312
Costs of earned revenues, excluding depreciation and amortization	605,909			446,114			2,083,579			1,593,250
General and administrative expenses (a)	62,146			47,483			217,149			178,700
Depreciation and amortization	36,010			25,865			124,940			96,044
Total	704,065			519,462			2,425,668			1,867,994
Interest expense, net (b)	(9,710		)	(6,899		)	(34,720		)	(27,025		)
Loss on debt extinguishment (c)	—			—			(16,260		)	—
Other income, net	3,569			1,292			10,433			8,291
Income before income taxes	78,953			53,410			206,327			135,584
Provision for income taxes	29,593			19,583			77,587			51,260
Net income	$	49,360		$	33,827		$	128,740		$	84,324
Earnings per common share:
Basic earnings per common share	$	1.57		$	1.00		$	3.98		$	2.48
Diluted earnings per common share	$	1.54		$	0.97		$	3.89		$	2.41
Shares used in computing earnings per common share:
Basic	31,363,768			33,936,859			32,315,636			34,045,481
Diluted	32,074,169			34,830,901			33,115,755			35,026,688
(a) Includes stock-based compensation expense of $4.2 million and $3.1 million for the three months ended July 30, 2016 and July 25, 2015, respectively, and $16.8 million and $13.9 million for the fiscal year ended July 30, 2016 and July 25, 2015, respectively. Includes $0.7 million of acquisition transaction related costs for the three months and fiscal year ended July 30, 2016.
(b) Includes $4.6 million and $14.7 million for the three months and fiscal year ended July 30, 2016, respectively, for non-cash amortization of the debt discount associated with the 0.75% convertible senior notes due 2021.
(c) The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes due 2021 on September 15, 2015.

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES
Unaudited
NON-GAAP ORGANIC CONTRACT REVENUES AND NON-GAAP ORGANIC CONTRACT REVENUES GROWTH %
	Contract Revenues - GAAP		Revenues from businesses acquired (a)			Additional week of revenue as a result of the Company's 52/53 week year (b)			Non-GAAP - Organic Contract Revenues		GAAP - Growth %		Non-GAAP - Organic Growth %
	(Dollars in thousands)
Three Months Ended July 30, 2016	$	789,159	$	(44,782	)	$	(53,170	)	$	691,207	36.4	%	20.0	%
Three Months Ended July 25, 2015	$	578,479	$	(2,354	)	$	—		$	576,125
Fiscal Year Ended July 30, 2016	$	2,672,542	$	(158,965	)	$	(52,897	)	$	2,460,680	32.2	%	22.7	%
Fiscal Year Ended July 25, 2015	$	2,022,312	$	(17,657	)	$	—		$	2,004,655
(a) Amounts for the three months and fiscal year ended July 30, 2016 and July 25, 2015 represent revenues from acquired businesses that were not owned for the full period in both the current and prior year periods.
(b) Calculated as total fourth quarter of fiscal 2016 contract revenues less contract revenues for the fourth quarter of fiscal 2016 from businesses acquired that were not owned for the full period in both the current and prior year period, divided by 14 weeks.

NON-GAAP ADJUSTED EBITDA
	Three Months			Three Months			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended
	July 30, 2016			July 25, 2015			July 30, 2016			July 25, 2015
	(Dollars in thousands)
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	49,360		$	33,827		$	128,740		$	84,324
Interest expense, net	9,710			6,899			34,720			27,025
Provision for income taxes	29,593			19,583			77,587			51,260
Depreciation and amortization expense	36,010			25,865			124,940			96,044
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	124,673			86,174			365,987			258,653
Gain on sale of fixed assets	(3,593		)	(861		)	(9,806		)	(7,110		)
Stock-based compensation expense	4,249			3,150			16,850			13,923
Loss on debt extinguishment	—			—			16,260			—
Acquisition related costs	715			—			715			—
Non-GAAP Adjusted EBITDA	$	126,044		$	88,463		$	390,006		$	265,466

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
NON-GAAP ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Three Months			Fiscal Year
	Ended			Ended
	July 30, 2016			July 30, 2016
	(Dollars in thousands, except share amounts)
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	49,360		$	128,740
Adjustments
Pre-tax loss on debt extinguishment	—			16,260
Pre-tax non-cash amortization of debt discount	4,590			14,709
Acquisition related costs	715			715
Tax impact of adjustments	(1,995		)	(12,040		)
Total adjustments, net of tax	3,310			19,644
Non-GAAP Adjusted Net Income	$	52,670		$	148,384
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Net income per common share	$	1.54		$	3.89
Total adjustments from above, net of tax	0.10			0.59
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.64		$	4.48
Diluted shares used in computing Adjusted Diluted Earnings per Common Share	32,074,169			33,115,755

OUTLOOK - ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Outlook for the
	Three Months Ending
	October 29, 2016 (a)
Diluted earnings per common share	$1.47 - $1.62
Adjustment
After-tax non-cash amortization of debt discount (b)	$0.08
Non-GAAP Adjusted diluted earnings per common share	$1.55 - $1.70
(a) Guidance for diluted earnings per common share and Non-GAAP adjusted diluted earnings per common share for the three months ending October 29, 2016 were computed using approximately 32.2 million in diluted weighted average shares outstanding.
(b) The Company expects to recognize approximately $4.3 million in pre-tax interest expense during the three months ending October 29, 2016 for non-cash amortization of the debt discount associated with its 0.75% senior convertible notes. The Company excludes the effect of this amortization in its Non-GAAP financial measures.

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Management defines the Non-GAAP financial measures used in this release as follows:

• Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods, adjusted for the additional week in the fourth quarter of fiscal 2016 as a result of the Company’s 52/53 week fiscal calendar. Non-GAAP Organic Contract Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year period. Management believes organic growth (decline) is a helpful measure for comparing the Company’s revenue performance with prior periods.

• Non-GAAP Adjusted EBITDA - net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates.

• Non-GAAP Adjusted Net Income - GAAP net income before loss on debt extinguishment, non-cash amortization of the debt discount, certain non-recurring items and any tax impact related to these items, and “Non-GAAP Adjusted Diluted Earnings per Common Share” as Non-GAAP Adjusted Net Income divided by weighted average diluted shares outstanding. Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share:

• Non-cash amortization of the debt discount - The Company’s 0.75% senior convertible notes due September 2021 (the “Notes”) were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the notes represents a debt discount. The debt discount will be amortized over the term of the notes but will not result in periodic cash interest payments. During the three months and fiscal year ended July 30, 2016, the Company recognized approximately $4.6 million and $14.7 million, respectively, in pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results.

• Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes in the first quarter of fiscal 2016. Management believes excluding the loss on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results.

• Tax impact of adjusted results - The tax impact of the adjusted results for the three months and fiscal year ended July 30, 2016 was calculated utilizing a Non-GAAP effective tax rate which approximates the Company’s effective tax rate used for financial planning. The tax impact included in the Company’s guidance for the quarter ending October 29, 2016 was calculated using an effective tax rate used for financial planning and forecasting future results.

8

EX-99.2

4th Quarter Fiscal 2016 Results Conference Call August 24, 2016 Exhibit 99.2

2 Forward Looking Statements and Non-GAAP Information This presentation contains “forward-looking statements”. Other than statements of historical facts, all statements contained in this presentation, including statements regarding the Company’s future financial position, future revenue, prospects, plans and objectives of management, are forward-looking statements. Words such as “outlook,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “could,” “project,” and similar expressions, as well as statements in future tense, identify forward-looking statements. You should not consider forward-looking statements as a guarantee of future performance or results. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief at that time with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors, assumptions, uncertainties, and risks that could cause such differences are discussed in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 4, 2015, our Quarterly Report on Form 10-Q filed with the SEC on May 27, 2016 and other filings with the SEC. The forward-looking statements in this presentation are expressly qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update these forward-looking statements to reflect new information, or events or circumstances arising after such date. This presentation includes certain “Non-GAAP” financial measures as defined by Regulation G of the SEC. As required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slides included as slides 13 through 19 of this presentation. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results.

3 Participants and Agenda Participants Steven E. Nielsen President & Chief Executive Officer Timothy R. Estes Chief Operating Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel Agenda Introduction and Q4-16 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A

4  Strong demand and revenue growth  Contract revenues of $789.2 million in Q4-16 compared to $578.5 million in Q4-15. Organic growth of 20.0% excluding contract revenues of acquired businesses not included for the entire period of Q4-16 and Q4-15 and adjusting for the additional week of operations as a result of our fiscal calendar.  Strong operating performance  Non-GAAP Adjusted EBITDA of $126.0 million, or 16.0% of revenues in Q4-16, compared to $88.5 million, or 15.3% in Q4-15  Non-GAAP Adjusted Diluted EPS increased to $1.64 in Q4-16 compared to $0.97 diluted earnings per share in Q4-15  Acquired certain assets of Goodman Networks and NextGen Telecom for aggregate cash purchase price of $108.4 million during Q4-16  Strong balance sheet and robust liquidity. Operating cash flows of $182.5 million during Q4-16 Financial charts - $ in millions, except earnings per share amounts Q4-16 Overview and Highlights See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. * Q4-15 diluted earnings per share is on a GAAP basis as there were no Non-GAAP adjustments to Q4-15. * Q4-16 contained 14 weeks as a result of our 52/53 week fiscal year compared to 13 weeks in Q4-15

5 Industry increasing network bandwidth dramatically  Major industry participants deploying significant wireline networks  Newly deployed networks provisioning 1 gigabit speeds; speeds beyond 1 gigabit envisioned  Industry developments have produced opportunities which in aggregate are without precedent Delivering valuable service to customers  Currently providing services for 1 gigabit full deployments across the country in dozens of metropolitan areas to a number of customers  Revenues and opportunities driven by this industry standard accelerated  Customers are revealing with more specificity multi-year initiatives that are being implemented and managed locally Calendar 2016 performance to date and outlook clearly demonstrate we are currently in the early stages of a massive investment cycle in wireline networks Dycom’s scale, market position and financial strength position it well as opportunities continue to expand Industry Update

6 Revenue Highlights  Q4-16 organic growth of 20.0%, seventh straight quarter with double digit organic growth  Revenues from Q4-16 Top 5 customers increased 44.0% organically. All other customers decreased 18.5% organically.  Top 5 customers in each period represented 73.9% of revenues in Q4-16 compared to 64.3% in Q4-15  Significant organic growth in Q4-16 from several key customers: See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. Organic growth over the last 7 quarters reflects Dycom’s continued ability to gain share and expand geographic reach, meaningfully increasing the long-term value of our maintenance business  AT&T 82.9%  Comcast 45.3%  Verizon 67.7%  Windstream 32.0% *Organic % growth (decline) adjusted for additional week in Q4-16 * *

7 Customers Description Area Approximate Term (in years) AT&T Wireless Construction Services California, Nevada, Arizona, Texas, Kentucky, Georgia, Florida 3 Construction and Maintenance Services Kentucky, Tennessee 3 Engineering Services Texas 3 Comcast Construction and Maintenance Services Michigan, Maryland, Virginia, Florida 3 Windstream Construction Services Nebraska 2 Charter Construction & Maintenance Services Texas, Missouri, Illinois, Kentucky, Tennessee, Alabama 1 Various Construction – CAF II Colorado, South Dakota, Minnesota, Wisconsin, Nebraska, Pennsylvania, West Virginia, Virginia, Tennessee, North Carolina 1 Backlog and Awards Notes: Our backlog represents the estimated amounts under master service agreements and other contractual agreements, including long-term contracts, for services projected to be performed over the terms of the contracts and is based on contract terms, our historical experience with customers and, more generally, our experience in similar procurements. Backlog is not a measure defined by United States generally accepted accounting principles; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others. Selected Current Awards and Extensions Financial charts - $ in millions

8 As a % of Revenues 15.3% 16.0%  Revenues of $789.2 million and organic growth of 20.0% adjusting for $53.2 million for the additional week of operations as a result of our fiscal calendar. Revenues from acquired businesses contributed $44.8 million in Q4-16 and $2.4 million in Q4-15.  Non-GAAP Adjusted EBITDA increased to 16.0% of revenue in Q4-16 compared to 15.3% in Q4-15  Gross margin % increased 34 basis points and Non-GAAP G&A decreased 42 basis points from improved performance and operating leverage on our increased scale  Non-GAAP Adjusted Diluted EPS of $1.64 in Q4-16 compared to $0.97* diluted EPS in Q4-15 Financial Highlights See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. * Q4-15 diluted earnings per share is on a GAAP basis as there were no Non-GAAP adjustments to Q4-15. Financial charts - $ in millions, except earnings per share amounts * Q4-16 contained 14 weeks as a result of our 52/53 week fiscal year compared to 13 weeks in Q4-15

9 Strong balance sheet and liquidity Liquidity Overview (a) During Q4-16, the Company adopted of FASB’s ASU 2015-03 which reclassified approximately $1.2 million in debt issuance costs in both Q3-16 and Q4-16 from other assets to a contra-liability associated with the Company’s Senior Convertible Notes. (b) Availability on Revolver presented net of $57.7 million and $57.6 million for outstanding L/C’s under the Senior Credit Agreement at Q3-16 and Q4-16, respectively. Financial tables - $ in millions Robust operating cash flows * Amounts may not add due to rounding. Total days sales outstanding (“DSO”) is calculated as the summation of current accounts receivable, plus costs and estimated earnings in excess of billings, less billings in excess of costs and estimated earnings, (“CIEB, net”) divided by average revenue per day during the respective quarter (Q4-16 contained 98 days while Q3-16 contained 91 days).  Liquidity exceeds $426 million at the end of Q4-16 consisting of availability under our Credit Facility and cash on hand  During Q4-16, reduced borrowings on credit agreement by $17.8 million to $346.3 million  Robust operating cash flows of $182.5 million during Q4-16  Total cash paid for acquisitions of $108.4 million during the quarter  Cap-ex, net of disposals was $43.2 million  DSO improved by 11 days contributing to strong operating cash flows *

10 Q1-2016 Included for comparison Q1-2017 Outlook and Commentary Contract Revenues $ 659.3 $780 - $810  Broad range of demand from several large customers  Robust 1 gigabit deployments, cable capacity projects and CAF II accelerating, core market share growth  Total revenue expected to include approximately $55.0 million in Q1-17 compared to $29.9 million in Q1-16 from businesses acquired in Q1-16 and Q4-16  For the fiscal year of 2017, recently acquired operations of Goodman Networks expected to produce revenues of approximately $100 million Gross Margin % 23.1% Gross Margin % which increases slightly from Q1-16  Solid mix of customer growth opportunities G&A Expense % 7.8% G&A as a % of revenue in-line with Q1-16  G&A as a % of revenue supports our increased scale  Outlook for G&A expense % includes share-based compensation Share-based compensation $ 4.5 $ 5.7 Depreciation & Amortization $ 27.4 $35.0 - $35.7  Depreciation reflects cap-ex supporting growth and maintenance  Includes amortization of approximately $6.2 million in Q1-17 compared to $4.8 million in Q1-16 Non-GAAP Adjusted Interest Expense $ 7.4 Approximately $ 4.5  Includes 0.75% cash coupon on Senior Convertible Notes, interest on Senior Credit Agreement, amortization of debt issuance costs and other interest. Q1-16 also included interest on 7.125% Notes previously outstanding.  Non-GAAP Adjusted Interest Expense excludes non-cash amortization of debt discount of $4.3 million in Q1-17 compared to $1.8 million in Q1-16 Other Income, net $ 1.5 $ 0.2 - $ 0.6  Other income, net primarily includes gain (loss) on sales of fixed assets and discount charges related to non-recourse sales of accounts receivable in connection with a customer’s supplier payment program Loss on debt extinguishment $16.3 $ -  Q1-16 included pre-tax charge of $16.3 million for loss on debt extinguishment in connection with the redemption of the 7.125% senior subordinated notes Non-GAAP Adjusted EBITDA % 16.0% Non-GAAP Adjusted EBITDA % in-line or better than the Q1-16 result Adjusted EBITDA amount increases from revenue growth and strong operating performance Diluted Earnings per Share $ 1.24 Non-GAAP Adjusted Diluted EPS $ 1.55 - $ 1.70  Non-GAAP Adjusted Diluted EPS excludes non-cash amortization of debt discount on Senior Convertible Notes. See slide 18 for reconciliation of guidance for Non- GAAP Adjusted Diluted Earnings per Common Share  Effective tax rate of approximately 37.5% during Q1-17 Diluted Shares 33.9 million 32.2 million Q1-2017 Outlook See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions, except earnings per share amounts (% as a percent of contract revenues)

11 Looking Ahead to Q2-2017 Q2-2016 Included for comparison Q2-2017 Outlook and Commentary Contract Revenues $ 559.5 Total revenue growth % in high teens or slightly better as a % of revenue compared to Q2-16  Expectation of normal winter weather patterns  Broad range of demand from several large customers  Robust 1 gigabit deployments, cable capacity projects and CAF II accelerating, core market share growth  Total revenue expected to include approximately $20.0 million in Q2-17 from businesses acquired in Q4-16 compared to none in Q2-16 Gross Margin % 19.5% Gross Margin % which increases from Q2-16  Solid mix of customer growth opportunities  Q2 margins display impacts of seasonality including: * inclement winter weather * fewer available workdays due to holidays * reduced daylight work hours * restart of calendar payroll taxes G&A Expense % 8.4% G&A as a % of revenue in-line with Q2-16  G&A as a % of revenue supports our increased scale  Outlook for G&A expense % includes share-based compensation Share-based compensation $ 4.2 $ 5.2 Depreciation & Amortization $ 29.9 $35.5 - $36.2  Depreciation reflects cap-ex supporting growth and maintenance  Includes amortization of approximately $6.1 million in Q2-17 compared to $4.7 million in Q2-16 Non-GAAP Adjusted Interest Expense $ 3.7 Approximately $ 4.3  Non-GAAP Adjusted Interest Expense excludes non-cash amortization of debt discount of $4.4 million in Q2-17 compared to $4.1 million in Q2-16 Other Income, net $ 1.1 $ 0.2 - $ 0.7  Other income, net primarily includes gain (loss) on sales of fixed assets and discount charges related to non-recourse sales of accounts receivable in connection with a customer’s supplier payment program Non-GAAP Adjusted EBITDA % 11.9% Non-GAAP Adjusted EBITDA % which increases from Q2-16 Adjusted EBITDA increases from revenue growth and improved operating performance See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions (% as a percent of contract revenues)

12 Conclusion Firm and strengthening end market opportunities  Telephone companies deploying FTTX to enable video offerings and 1 gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses with overall cable capital expenditures, new build opportunities, and capacity expansion projects increasing  Connect America Fund (“CAF”) II projects in planning, engineering, and construction, with activity accelerating. We are executing meaningful assignments from one recipient for fixed wireless deployments  Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of our maintenance business Encouraged that industry participants are committed to multi-year capital spending initiatives which in most cases are meaningfully accelerating and expanding in scope

13 Appendix: Regulation G Disclosure Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenue Unaudited ($ in millions) GAAP % Non-GAAP - Organic % Revenues from businesses acquired Additional week as a result of our 52/53 week fiscal year Q4-16 Organic Growth: Q4-16 789.2$ (44.8)$ (53.2)$ 691.2$ 36.4% 20.0% Q4-15 578.5$ (2.4)$ -$ 576.1$ Prior Quarters Organic Growth (Decline):P ior Qua ters Organic Growth (Decline): Q3-16 664.6$ (30.8)$ -$ 633.9$ 35.0% 28.7% Q3-15 492.4$ -$ -$ 492.4$ Q2-16 559.5$ (32.9)$ -$ 526.6$ 26.8% 19.4% Q2-15 441.1$ -$ -$ 441.1$ Q1-16 659.3$ (39.5)$ -$ 619.7$ 29.2% 21.9% Q1-15 510.4$ (1.9)$ -$ 508.5$ Q4-15 578.5$ (11.8)$ -$ 566.7$ 20.0% 18.2% Q4-14 482.1$ (2.8)$ -$ 479.3$ Q3-15 492.4$ (8.9)$ -$ 483.4$ 15.5% 13.4% Q3-14 426.3$ -$ -$ 426.3$ Q2-15 441.1$ (9.5)$ -$ 431.5$ 12.9% 10.5% Q2-14 390.5$ -$ -$ 390.5$ Q1-15 510.4$ (10.1)$ -$ 500.3$ (0.5)% (2.4)% Q1-14 512.7$ -$ -$ 512.7$ Contract Revenues NON-GAAP ADJUSTMENTS Revenue Growth (Decline) % Non-GAAP Organic Contract Revenues

14 Notes: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted EBITDA Unaudited ($ in 000's) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Appendix: Regulation G Disclosure Q4-16 contained 14 weeks as a result of our 52/53 week fiscal year as compared to 13 weeks in Q4-15, Q1-16 and Q2-16 presented herein

15 Note: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenue – certain customers Unaudited ($ in millions) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Appendix: Regulation G Disclosure

16 Note: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Earnings Per Share Unaudited ($ in 000's, except per share amounts) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Appendix: Regulation G Disclosure Q4-16 contained 14 weeks as a result of our 52/53 week fiscal year

17 Note: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Earnings Per Share Unaudited ($ in 000's, except per share amounts) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Appendix: Regulation G Disclosure GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 659,268$ -$ 659,268$ Cost of earned revenues, excluding depreciation and amortization 506,978 - 506,978 General and administrative expenses 51,464 - 51,464 Depreciation and amortization 27,449 - 27,449 Total 585,891 - 585,891 Interest expense, net (9,131) 1,780 (7,351) Loss on debt extinguishment (16,260) 16,260 - Other income, net 1,469 - 1,469 Income before income taxes 49,455 18,040 67,495 Provision for income taxes 18,631 6,837 25,468 Net income 30,824$ 11,203$ 42,027$ Diluted earnings per share 0.91$ 0.33$ 1.24$ Shares used in computing Diluted EPS (in 000's): 33,887 33,887 Three Months Ended October 24, 2015 Q1-16 For Comparison purposes for slides 10 and 11

18 Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Outlook – Diluted Earnings per Common Share Unaudited Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. (a) Guidance for Diluted earnings per common share and Non-GAAP Adjusted Diluted Earnings per Common Share for the three months ending October 29, 2016 were computed using approximately 32.2 million in diluted weighted average shares outstanding. (b) The Company expects to recognize approximately $4.3 million in pre-tax interest expense during the three months ending October 29, 2016 for non-cash amortization of the debt discount associated with its 0.75% Senior Convertible Notes. The Company excludes the effect of this non-cash amortization in its Non- GAAP financial measures. Outlook for the Three Months Ending October 29, 2016 (a) Diluted earnings per common share $1.47 - $ 1.62 Adjustment After-tax non-cash amortization of debt discount (c) $ 0.08 Non-GAAP Adjusted Diluted Earnings per Common Share $1.55 - $ 1.70 Appendix: Regulation G Disclosure

19 Explanation of Non-GAAP Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Management defines the Non-GAAP financial measures as follows: • Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods and adjusted for the additional week in Q4-16 as a result of our 52/53 week fiscal year. Non-GAAP Organic Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year period. Management believes organic growth (decline) is a helpful measure for comparing the Company’s revenue performance with prior periods. • Non-GAAP Adjusted EBITDA - net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates. • Non-GAAP Adjusted Net Income - GAAP net income before loss on debt extinguishment, non-cash amortization of the debt discount, certain non-recurring items and any tax impact related to these items, and "Non-GAAP Adjusted Diluted Earnings per Common Share" as Non-GAAP Adjusted Net Income divided by weighted average diluted shares outstanding. Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share: • Non-cash amortization of the debt discount - The Company’s 0.75% senior convertible notes due 2021 (the "Notes") were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the notes represents a debt discount. The debt discount will be amortized over the term of the notes but will not result in periodic cash interest payments. During the three months ended October 24, 2015, January 23, 2016, April 23, 2016, and July 30, 2016 the Company recognized approximately $1.8 million, $4.1 million, $4.2 million and $4.6 million, respectively, in pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results. • Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes during the first quarter of fiscal 2016. Management believes excluding the loss on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company's current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results. • Acquisition transaction related costs – The Company incurred costs of approximately $0.7 million in connection with the acquisition of Goodman Networks during the fourth quarter of fiscal 2016. The exclusion of the acquisition transaction related costs from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results. • Tax impact of adjusted results - The tax impact of the adjusted results was calculated utilizing a Non-GAAP effective tax rate which approximates the Company’s effective tax rate used for financial planning. The tax impact included in the Company’s guidance for the quarter ending July 30, 2016 was calculated using an effective tax rate used for financial planning and forecasting future results. Appendix: Regulation G Disclosure

4th Quarter Fiscal 2016 Results Conference Call August 24, 2016