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): November 21, 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 November 21, 2016, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2017 first quarter results. The Company also provided forward guidance. Additionally, on November 22, 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 November 21, 2016, the Company issued a press release reporting fiscal 2017 first quarter results. The Company also provided forward guidance. Additionally, on November 22, 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 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, adjustments and cancellations related to the Company’s backlog, 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 November 21, 2016 by Dycom Industries, Inc. reporting fiscal 2017 first quarter results.

99.2 Slide presentation relating to the webcast and conference call to be held on November 22, 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: November 22, 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

November 21, 2016

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2017 FIRST QUARTER RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, November 21, 2016 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 29, 2016. The Company reported:

• Contract revenues of $799.2 million for the quarter ended October 29, 2016, compared to $659.3 million for the quarter ended October 24, 2015. Contract revenues for the quarter ended October 29, 2016 grew 18.0% 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. Total contract revenues from acquired businesses were $56.6 million for the quarter ended October 29, 2016, compared to $29.9 million for the quarter ended October 24, 2015.

• Non-GAAP Adjusted EBITDA of $129.2 million, or 16.2% of contract revenues, for the quarter ended October 29, 2016, compared to $105.7 million, or 16.0% of contract revenues, for the quarter ended October 24, 2015.

• On a GAAP basis, net income was $51.0 million, or $1.59 per common share diluted, for the quarter ended October 29, 2016, compared to net income of $30.8 million, or $0.91 per common share diluted, for the quarter ended October 24, 2015. Non-GAAP Adjusted Net Income was $53.7 million, or $1.67 per common share diluted, for the quarter ended October 29, 2016, compared to Non-GAAP Adjusted Net Income of $42.0 million, or $1.24 per common share diluted, for the quarter ended October 24, 2015. Non-GAAP Adjusted Net Income for the quarter ended October 29, 2016 and October 24, 2015 excludes $4.3 million and $1.8 million, respectively, of pre-tax interest expense incurred for non-cash amortization of the debt discount associated with the Company’s 0.75% convertible senior notes due September 2021. Non-GAAP Adjusted Net Income for the quarter ended October 24, 2015 also excludes 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.

Additionally, the Company has adjusted its outlook for the operations of Goodman Networks acquired in July 2016. The Company now expects revenues from the acquired operations for the next several quarters to approximate $10.0 million per quarter. As a result, the Company has reduced its contract backlog by a total of $211 million, of which $49 million was expected to be completed over the next twelve months. In addition, since the Company reported last quarter, a customer has modified its plans. As a result, the Company has reduced its forecasted revenue for that customer for the remainder of fiscal 2017 by approximately $80 million and its contract backlog associated with one project by $413 million. The total remaining backlog associated with other projects for this customer represents less than 2.5% of the Company’s total backlog of $5.203 billion at October 29, 2016.

The Company also announced its outlook for the second quarter of fiscal 2017. The Company currently expects total contract revenues for the second quarter of fiscal 2017 to range from $640 million to $670 million. On a GAAP basis, diluted earnings per common share for the second quarter of fiscal 2017 is expected to range from $0.53 to $0.65. Non-GAAP Adjusted Diluted Earnings per Common Share is expected to range from $0.61 to $0.73. Non-GAAP Adjusted Diluted Earnings per Common Share guidance excludes $4.4 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 second quarter of fiscal 2017 is included within the press release tables.

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), Tuesday, November 22, 2016; call (800) 230-1093 (United States) or (612) 332-0107 (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 November 22, 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 Thursday, December 22, 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 November 22, 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 2017 first 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 include the second quarter of fiscal 2017 outlook, backlog 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 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, adjustments and cancellations related to the Company’s backlog, 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---

2

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
	As of		As of
	October 29, 2016		July 30, 2016
	(Dollars in thousands)
ASSETS
Current assets:
Cash and equivalents	$	21,711	$	33,787
Accounts receivable, net	329,786		328,030
Costs and estimated earnings in excess of billings	488,960		376,972
Inventories	81,054		73,606
Deferred tax assets, net	24,021		22,733
Other current assets	21,416		16,106
Total current assets	966,948		851,234
Property and equipment, net	337,653		326,670
Goodwill and other intangible assets, net	500,333		508,036
Other	33,473		33,776
Total non-current assets	871,459		868,482
Total assets	$	1,838,407	$	1,719,716
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	114,730	$	115,492
Current portion of debt	17,500		13,125
Billings in excess of costs and estimated earnings	15,271		19,557
Accrued insurance claims	38,748		36,844
Income taxes payable	27,904		15,307
Other accrued liabilities	97,810		122,302
Total current liabilities	311,963		322,627
Long-term debt	774,501		706,202
Accrued insurance claims	54,557		52,835
Deferred tax liabilities, net non-current	79,395		76,587
Other liabilities	4,269		4,178
Total liabilities	1,224,685		1,162,429
Total stockholders’ equity	613,722		557,287
Total liabilities and stockholders’ equity	$	1,838,407	$	1,719,716

3

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months
	Ended			Ended
	October 29, 2016			October 24, 2015
	(Dollars in thousands, except per share amounts)
Contract revenues	$	799,223		$	659,268
Costs of earned revenues, excluding depreciation and amortization	614,990			506,978
General and administrative expenses (a)	60,204			51,464
Depreciation and amortization	34,546			27,449
Total	709,740			585,891
Interest expense, net (b)	(9,067		)	(9,131		)
Loss on debt extinguishment (c)	—			(16,260		)
Other income, net	940			1,469
Income before income taxes	81,356			49,455
Provision for income taxes	30,306			18,631
Net income	$	51,050		$	30,824
Earnings per common share:
Basic earnings per common share	$	1.62		$	0.94
Diluted earnings per common share	$	1.59		$	0.91
Shares used in computing earnings per common share:
Basic	31,429,493			32,871,240
Diluted	32,200,287			33,886,747
(a) Includes stock-based compensation expense of $5.7 million and $4.5 million for the three months ended October 29, 2016 and October 24, 2015, respectively.
(b) Includes $4.3 million and $1.8 million for the three months ended October 29, 2016 and October 24, 2015, respectively, for non-cash amortization of the debt discount associated with the 0.75% convertible senior notes due 2021.
(c) During the three months ended October 24, 2015, 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.

4

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES
Unaudited
CONTRACT REVENUES, NON-GAAP ORGANIC CONTRACT REVENUES, AND GROWTH %’s
	Contract Revenues - GAAP		Revenues from businesses acquired (a)			Non-GAAP - Organic Contract Revenues		GAAP - Growth %		Non-GAAP - Organic Growth %
	(Dollars in thousands)
Three Months Ended October 29, 2016	$	799,223	$	(56,604	)	$	742,619	21.2	%	18.0	%
Three Months Ended October 24, 2015	$	659,268	$	(29,884	)	$	629,384
(a) Amounts for the three months ended October 29, 2016 and October 24, 2015 represent revenues from acquired businesses that were not owned for the full period in both the current and prior year period.

NON-GAAP ADJUSTED EBITDA
	Three Months			Three Months
	Ended			Ended
	October 29, 2016			October 24, 2015
	(Dollars in thousands)
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	51,050		$	30,824
Interest expense, net	9,067			9,131
Provision for income taxes	30,306			18,631
Depreciation and amortization expense	34,546			27,449
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	124,969			86,035
Gain on sale of fixed assets	(1,443		)	(1,136		)
Stock-based compensation expense	5,707			4,509
Loss on debt extinguishment	—			16,260
Non-GAAP Adjusted EBITDA	$	129,233		$	105,668

5

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
NET INCOME, NON-GAAP ADJUSTED NET INCOME, NET INCOME PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Three Months			Three Months
	Ended			Ended
	October 29, 2016			October 24, 2015
	(Dollars in thousands, except share amounts)
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	51,050		$	30,824
Adjustments
Pre-tax non-cash amortization of debt discount	4,307			1,780
Pre-tax loss on debt extinguishment	—			16,260
Tax impact of adjustments	(1,611		)	(6,837		)
Total adjustments, net of tax	2,696			11,203
Non-GAAP Adjusted Net Income	$	53,746		$	42,027
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Net income per common share	$	1.59		$	0.91
Total adjustments from above, net of tax	0.08			0.33
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.67		$	1.24
Diluted shares used in computing Adjusted Diluted Earnings per Common Share	32,200,287			33,886,747

OUTLOOK - DILUTED EARNINGS PER COMMON SHARE AND NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Outlook for the
	Three Months Ending
	January 28, 2017
Diluted earnings per common share (a)	$0.53 - $0.65
Adjustment
After-tax non-cash amortization of debt discount (b)	$0.08
Non-GAAP Adjusted Diluted Earnings per Common Share (a)	$0.61 - $0.73
(a) Guidance for diluted earnings per common share and Non-GAAP Adjusted Diluted Earnings per Common Share for the three months ending January 28, 2017 were computed using approximately 32.3 million in diluted weighted average shares outstanding.
(b) The Company expects to recognize approximately $4.4 million in pre-tax interest expense during the three months ending January 28, 2017 for non-cash amortization of the debt discount associated with its 0.75% convertible senior notes. The Company excludes the effect of this amortization in its Non-GAAP financial measures.

6

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. Non-GAAP Organic Contract Revenue growth is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year period. Management believes organic growth 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. Non-GAAP Adjusted Diluted Earnings per Common Share - 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% convertible senior 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 ended October 29, 2016 and October 24, 2015, the Company recognized approximately $4.3 million and $1.8 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 ended October 29, 2016 and October 24, 2015 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 January 28, 2017 was calculated using an effective tax rate used for financial planning and forecasting future results.

7

EX-99.2

1st Quarter Fiscal 2017 Results Conference Call November 22, 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 August 31, 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 Q1-17 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A

4  Strong demand and revenue growth  Contract revenues of $799.2 million in Q1-17 compared to $659.3 million in Q1-16  Organic growth of 18.0% excluding contract revenues of acquired businesses not included for the entire period of Q1-17 and Q1-16  Strong operating performance  Non-GAAP Adjusted EBITDA of $129.2 million, or 16.2% of revenues in Q1-17, compared to $105.7 million, or 16.0% in Q1-16  Non-GAAP Adjusted Diluted EPS increased to $1.67 in Q1-17 compared to $1.24 per share in Q1-16  Strong balance sheet and robust liquidity of $346.1 million Financial charts - $ in millions, except earnings per share amounts Q1-17 Overview and Highlights See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures.

5  Industry increasing network bandwidth dramatically  Major industry participants deploying significant wireline networks  Newly deployed networks provisioning 1 gigabit speeds; multi-gigabit speeds planned by some industry participants  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 continue to grow meaningfully  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 a massive investment cycle in wireline networks  Increasingly encouraged that newly emerging wireless technologies will drive significant additional wireline growth opportunities  Dycom’s scale, market position and financial strength position it well as opportunities continue to expand Industry Update

6 Revenue Highlights  Q1-17 organic growth of 18.0%, eighth straight quarter with double digit organic growth  Revenues from Q1-17 Top 5 customers increased 39.5% organically. All other customers decreased 18.0% organically  Top 5 customers in each period represented 74.9% of revenues in Q1-17 compared to 64.9% in Q1-16  Each top 5 customer experienced organic growth in Q1-17: See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures. Organic growth over the last 8 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 72.4%  CenturyLink 12.0%  Comcast 52.3%  Verizon 16.2%  Windstream 7.5% *Q4-16 organic % growth adjusted for additional week in Q4-16 *

7 Customers Description Area Approximate Term (in years) Comcast Construction Services California 3 AT&T Engineering Services Illinois, Indiana, Georgia 3 CenturyLink Construction & Maintenance Services Virginia, Tennessee, North Carolina, Florida 3 Various Rural Broadband North Dakota, Kentucky, Oklahoma, Arkansas 1 - 3 Backlog and Awards Notes: Our backlog estimates represent amounts under master service agreements and other contractual agreements for services projected to be performed over the terms of the contracts and are 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 The sequential decline in total backlog at the end of Q1-17 is the result of $211 million in reduced backlog from lower revenue expectations from a business acquired in July 2016 and $413 million in reduced backlog for one project as a customer modified its plans.

8 As a % of Revenues 16.0% 16.2%  Revenues of $799.2 million and organic growth of 18.0%. Revenues from acquired businesses contributed $56.6 million in Q1-17 and $29.9 million in Q1-16  Non-GAAP Adjusted EBITDA increased to 16.2% of revenue in Q1-17 compared to 16.0% in Q1-16  Gross margin % in-line with prior year. G&A decreased 27 basis points from improved performance and operating leverage on our increased scale  Non-GAAP Adjusted Diluted EPS of $1.67 in Q1-17 compared to $1.24 diluted EPS in Q1-16, a 34.7% increase Financial Highlights See “Regulation G Disclosure” slides 13-19 for a reconciliation of GAAP to Non-GAAP financial measures Financial charts - $ in millions, except earnings per share amounts

9 Cash Flow Summary Q1-16 Q1-17 Cash used in operating activities $ (28.9) $ (41.6) Capital expenditures, net of disposals $ (39.4) $ (37.8) Cash paid for acquisitions $ (48.6) $ - Borrowings on credit facility $ 36.0 $ 68.0 Share repurchases $ (70.0) $ - Prior year debt financing transactions, net $ 151.9 $ - Other financing & investing activities, net $ (0.5) $ (0.8) Q1-16 Q4-16 Q1-17 DSO - Accounts receivable 50 41 38 DSO - CIEB, net 44 44 54 Total DSO 94 85 91 Strong balance sheet and liquidity Liquidity Overview (a) Availability on Revolver presented net of $57.6 million for outstanding L/C’s under the Senior Credit Agreement at each of Q4-16 and Q1-17. Financial tables - $ in millions Operating cash activity support growth * 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 Q1-16 and Q1-17 contained 91 days).  Liquidity of $346.1 million at the end of Q1-17 consisting of availability under our Credit Facility and cash on hand  Operating cash activity support strong sequential growth in Q1-17 and normal fiscal payment patterns for annual performance compensation and other costs  Total DSO’s at 91 days at Q1-17, down year-over-year and up sequentially from 85 days in Q4-16 Liquidity Summary Q4-16 Q1-17 Cash and equivalents $ 33.8 $ 21.7 $450 million revolver $ - $ 68.0 Term Loan Facilities 346.3 346.3 Notional Value 485.0 485.0 Total Notional Debt $ 831.3 $ 899.3 Net Debt (Notional Debt less Cash) $ 797.5 $ 877.5 Total Notional Debt (see above) $ 831.3 $ 899.3 Unamortized debt discount and debt fees on 0.75% Convertible Senior Notes (111.9) (107.2) Debt, net of debt discount and fees $ 719.3 $ 792.0 Availability on revolver(a) $ 392.4 $ 324.4 Letters of Credit outstanding $ 57.6 $ 57.6 Cash and availability on revolver $ 426.1 $ 346.1 Senior Credit Facility, matures April 2020: 0.75% Convertible Senior Notes, matures September 2021: *

10 Q2-2016 Included for comparison Q2-2017 Outlook and Commentary Contract Revenues $ 559.5 $640 - $670  Expectations of normal winter weather  Broad range of demand from several large customers  Robust 1 gigabit deployments, cable capacity projects accelerating, CAF II firmly underway, core market share growth  Total revenue expected to include approximately $10.0 million in Q2-17 from businesses acquired in Q4-16. For organic growth calculations, there were no acquired revenues 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 which increases from 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 $ 5.3 Depreciation & Amortization $ 29.9 $35.6 - $36.3  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 $ 4.8  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 $ 0.6 - $ 1.1  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 amount increases from revenue growth and strong operating performance Non-GAAP Adjusted Diluted Earnings per Share $ 0.54 $ 0.61 - $ 0.73  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 Diluted Shares 33.5 million 32.3 million Q2-2017 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 Q3-2017 Q3-2016 Included for comparison Q3-2017 Outlook and Commentary Contract Revenues $ 664.6 Total revenue growth % of mid to high single digits as a % of revenue compared to Q3-16  Expectation of normal winter weather  Broad range of demand from several large customers  Robust 1 gigabit deployments, cable capacity projects accelerating, CAF II firmly underway, core market share growth  Total revenue expected to include approximately $10.0 million in Q3-17 from businesses acquired in Q4-16. For organic growth calculations, there were no acquired revenues in Q3-16 Gross Margin % 21.7% Gross Margin % which increases from Q3-16  Solid mix of customer growth opportunities G&A Expense % 8.5% G&A as a % of revenue which declines from Q3-16  G&A as a % of revenue supports our increased scale  Outlook for G&A expense % includes share-based compensation Share-based compensation $ 3.9 $ 4.9 Depreciation & Amortization $ 31.6 $36.0 - $36.7  Depreciation reflects cap-ex supporting growth and maintenance  Includes amortization of approximately $6.1 million in Q3-17 compared to $4.5 million in Q3-16 Non-GAAP Adjusted Interest Expense $ 3.8 Approximately $ 4.8  Non-GAAP Adjusted Interest Expense excludes non-cash amortization of debt discount of $4.4 million in Q3-17 compared to $4.2 million in Q3-16 Other Income, net $ 4.3 $ 2.6 - $ 3.2  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 % 13.8% Non-GAAP Adjusted EBITDA % which increases from Q3-16 Adjusted EBITDA amount increases from revenue growth and strong 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 firmly underway. 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)

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

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 Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T CenturyLink Comcast Verizon Windstream GAAP Contract Revenue Q1-17 799.2$ 598.9$ 200.4$ 231.9$ 125.6$ 120.8$ 74.4$ 46.0$ Q1-16 659.3$ 414.1$ 245.2$ 125.8$ 102.9$ 79.3$ 64.1$ 42.1$ GAAP Contract Revenue - % Changes 21.2% 44.6% (18.3)% 84.4% 22.1% 52.3% 16.2% 9.4% Non-GAAP Adjustments Q1-17 - Revenue from businesses acquired in fiscal 2016 (56.6)$ (48.9)$ (7.7)$ (16.2)$ (31.9)$ (0.0)$ (0.0)$ (0.8)$ Q1-16 - Revenue from businesses acquired in fiscal 2016 (29.9)$ (19.9)$ (10.0)$ (0.7)$ (19.2)$ -$ (0.0)$ -$ Non-GAAP Organic Contract Revenue Q1-17 742.6$ 549.9$ 192.7$ 215.7$ 93.8$ 120.8$ 74.4$ 45.2$ Q1-16 629.4$ 394.3$ 235.1$ 125.1$ 83.8$ 79.3$ 64.0$ 42.1$ Non-GAAP Organic Contract Revenue - % Changes Organic Contract Revenue % Change 18.0% 39.5% (18.0)% 72.4% 12.0% 52.3% 16.2% 7.5% * Includes AT&T, CenturyLink, Comcast, Verizon, and Windstream in both Q1-17 and Q1-16.

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 GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 799,223$ -$ 799,223$ Cost of earned revenues, excluding depreciation and amortization 614,990 - 614,990 General and administrative expenses 60,204 - 60,204 Depreciation and amortization 34,546 - 34,546 Total 709,740 - 709,740 Interest expense, net (9,067) 4,307 (4,760) Other i come, net 940 - 940 Income before income taxes 81,356 4,307 85,663 Provision for income taxes 30,306 1,611 31,917 Net income 51,050$ 2,696$ 53,746$ Diluted earnings per share 1.59$ 0.08$ 1.67$ Shares used in computing Diluted EPS (in 000's): 32,200 32,200 Three Months Ended October 29, 2016 Q1-17 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 0's): 33,887 33,887 Three Months Ended October 24, 2015 Q1-16

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 For comparison purposes for slides 10 and 11 GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 664,645$ -$ 664,645$ Cost of earned revenues, excluding depreciation and amortization 520,408 - 520,408 General and administrative expenses 56,519 - 56,519 Depreciation and amortization 31,583 - 31,583 Total 608,510 - 608,510 Interest expense, net (8,007) 4,192 (3,815) Other income, net 4,323 - 4,323 Income before income taxes 52,451 4,192 56,643 Provision for income taxes 19,368 1,580 20,948 Net income 33,083$ 2,612$ 35,695$ Diluted earnings per share 1.00$ 0.08$ 1.08$ Shares used in computing Diluted EPS (in 000's): 33,051 33,051 Three Months Ended April 23, 2016 Q3-16 GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 559,470$ -$ 559,470$ Cost of earned revenues, excluding depreciation and amo tization 450,284 - 450,284 General and administrative expenses 47,020 - 47,020 Depreciation and amo tization 29,898 - 29,898 Total 527,202 - 527,202 Interest expense, net (7,872) 4,148 (3,724) O her i come, net 1,072 - 1,072 Income before income taxes 25,468 4,148 29,616 Provision for income taxes 9,995 1,628 11,623 Net income 15,473$ 2,520$ 17,993$ Diluted earnings per share 0.46$ 0.08$ 0.54$ Shares used in computing Diluted EPS (in 000's): 33,520 33,520 Three Months Ended January 23, 2016 Q2-16

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 January 28, 2017 were computed using approximately 32.3 million in diluted weighted average shares outstanding. (b) The Company expects to recognize approximately $4.4 million in pre-tax interest expense during the three months ending January 28, 2017 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 January 28, 2017(a) Diluted earnings per common share $0.53 - $ 0.65 Adjustment After-tax non-cash amortization of debt discount (b) $ 0.08 Non-GAAP Adjusted Diluted Earnings per Common Share $0.61 - $ 0.73 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. Non-GAAP Adjusted Diluted Earnings per Common Share - 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% convertible senior 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. 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. • 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 January 28, 2017 was calculated using an effective tax rate used for financial planning and forecasting future results. Appendix: Regulation G Disclosure

1st Quarter Fiscal 2017 Results Conference Call November 22, 2016