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): May 24, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 24, 2017, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2017 third quarter results. The Company also provided forward guidance. Additionally, on May 24, 2017, 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 May 24, 2017, the Company issued a press release reporting fiscal 2017 third quarter results. The Company also provided forward guidance. Additionally, on May 24, 2017, 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 May 24, 2017 by Dycom Industries, Inc. reporting fiscal 2017 third quarter results.

99.2 Slide presentation relating to the webcast and conference call to be held on May 24, 2017.

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: May 24, 2017

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

May 24, 2017

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2017 THIRD QUARTER RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, May 24, 2017 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the third quarter ended April 29, 2017. The Company reported:

• Contract revenues of $786.3 million for the quarter ended April 29, 2017, compared to $664.6 million for the quarter ended April 23, 2016. Contract revenues for the quarter ended April 29, 2017 grew 14.9% 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 $23.0 million for the quarter ended April 29, 2017, compared to none for the quarter ended April 23, 2016.

• Non-GAAP Adjusted EBITDA of $108.2 million, or 13.8% of contract revenues, for the quarter ended April 29, 2017, compared to $91.9 million, or 13.8% of contract revenues, for the quarter ended April 23, 2016.

• On a GAAP basis, net income was $38.8 million, or $1.22 per common share diluted, for the quarter ended April 29, 2017, compared to net income of $33.1 million, or $1.00 per common share diluted, for the quarter ended April 23, 2016. Non-GAAP Adjusted Net Income was $41.6 million, or $1.30 per common share diluted, for the quarter ended April 29, 2017, compared to Non-GAAP Adjusted Net Income of $35.7 million, or $1.08 per common share diluted, for the quarter ended April 23, 2016. Non-GAAP Adjusted Net Income for the quarters ended April 29, 2017 and April 23, 2016 excludes $4.4 million and $4.2 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.

The Company also reported:

• Contract revenues of $2.287 billion for the nine months ended April 29, 2017, compared to $1.883 billion for the nine months ended April 23, 2016. Contract revenues for the nine months ended April 29, 2017 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 period. Total contract revenues from acquired businesses were $157.5 million for the nine months ended April 29, 2017, compared to $79.4 million for the nine months ended April 23, 2016.

• Non-GAAP Adjusted EBITDA of $323.6 million, or 14.2% of contract revenues, for the nine months ended April 29, 2017, compared to $264.0 million, or 14.0% of contract revenues, for the nine months ended April 23, 2016.

• On a GAAP basis, net income was $113.5 million, or $3.54 per common share diluted, for the nine months ended April 29, 2017, compared to net income of $79.4 million, or $2.37 per common share diluted, for the nine months ended April 23, 2016. Non-GAAP Adjusted Net Income was $121.7 million, or $3.79 per common share diluted, for the nine months ended April 29, 2017, compared to Non-GAAP Adjusted Net Income of $95.7 million, or $2.86 per common share diluted, for the nine months ended April 23, 2016. Non-GAAP Adjusted Net Income for the nine months ended April 29, 2017 and April 23, 2016 excludes $13.1 million and $10.1 million, respectively, of pre-tax interest expense incurred for non-cash amortization of the debt discount associated with the Company’s convertible senior notes. Non-GAAP Adjusted Net Income for the nine months ended April 23, 2016 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.

The Company also announced its outlook for the fourth quarter of fiscal 2017. The Company currently expects total contract revenues for the fourth quarter of fiscal 2017 to range from $780 million to $810 million, including approximately $25.0 million of revenues from acquired businesses that were not owned for the full period in both the current and prior year periods. For comparative purposes, Non-GAAP Organic Contract Revenues were $727.6 million during the fourth quarter of fiscal 2016. The fourth quarter of fiscal 2016 contained an incremental week of operations as a result of the Company’s 52/53 week fiscal year.

On a GAAP basis, diluted earnings per common share for the fourth quarter of fiscal 2017 is expected to range from $1.26 to $1.41. Non-GAAP Adjusted Diluted Earnings per Common Share is expected to range from $1.35 to $1.50. Non-GAAP Adjusted Diluted Earnings per Common Share guidance excludes $4.5 million of pre-tax interest expense for non-cash amortization of debt discount, or $0.09 per common share diluted on an after-tax basis. Reconciliations of Non-GAAP Organic Contract Revenues for the fourth quarter of fiscal 2016 and Non-GAAP Adjusted Diluted Earnings per Common Share guidance provided for the fourth quarter of fiscal 2017 are 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), Wednesday, May 24, 2017; call (800) 230-1059 (United States) or (612) 234-9959 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call. A live webcast of the conference call and related materials will be available at www.dycomind.com. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and related materials will be available at www.dycomind.com until Friday, June 23, 2017.

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 third 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 fourth 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
(Dollars in thousands)
Unaudited
	April 29, 2017		July 30, 2016
ASSETS
Current assets:
Cash and equivalents	$	19,357	$	33,787
Accounts receivable, net	348,868		328,030
Costs and estimated earnings in excess of billings	440,895		376,972
Inventories	88,175		73,606
Deferred tax assets, net	22,614		22,733
Income tax receivable	6,258		—
Other current assets	24,070		16,106
Total current assets	950,237		851,234
Property and equipment, net	378,408		326,670
Goodwill and other intangible assets, net	513,086		508,036
Other	34,281		33,776
Total non-current assets	925,775		868,482
Total assets	$	1,876,012	$	1,719,716
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	119,334	$	115,492
Current portion of debt	14,438		13,125
Billings in excess of costs and estimated earnings	14,885		19,557
Accrued insurance claims	40,242		36,844
Income taxes payable	651		15,307
Other accrued liabilities	99,331		122,302
Total current liabilities	288,881		322,627
Long-term debt	811,579		706,202
Accrued insurance claims	60,726		52,835
Deferred tax liabilities, net non-current	87,401		76,587
Other liabilities	4,687		4,178
Total liabilities	1,253,274		1,162,429
Total stockholders’ equity	622,738		557,287
Total liabilities and stockholders’ equity	$	1,876,012	$	1,719,716

3

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share amounts)
Unaudited
	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 29, 2017			April 23, 2016			April 29, 2017			April 23, 2016
Contract revenues	$	786,338		$	664,645		$	2,286,693		$	1,883,383
Costs of earned revenues, excluding depreciation and amortization	621,475			520,408			1,797,836			1,477,671
General and administrative expenses (a)	61,317			56,519			179,712			155,003
Depreciation and amortization	37,411			31,583			107,662			88,930
Total	720,203			608,510			2,085,210			1,721,604
Interest expense, net (b)	(9,382		)	(8,007		)	(27,629		)	(25,010		)
Loss on debt extinguishment (c)	—			—			—			(16,260		)
Other income, net	4,793			4,323			6,737			6,866
Income before income taxes	61,546			52,451			180,591			127,375
Provision for income taxes	22,750			19,368			67,082			47,995
Net income	$	38,796		$	33,083		$	113,509		$	79,380
Earnings per common share:
Basic earnings per common share	$	1.24		$	1.02		$	3.61		$	2.43
Diluted earnings per common share	$	1.22		$	1.00		$	3.54		$	2.37
Shares used in computing earnings per common share:
Basic	31,357,124			32,433,560			31,439,981			32,656,490
Diluted	31,909,926			33,050,934			32,091,091			33,486,515
(a) Includes stock-based compensation expense of $4.9 million and $3.9 million for the three months ended April 29, 2017 and April 23, 2016, respectively, and $15.9 million and $12.6 million for the nine months ended April 29, 2017 and April 23, 2016, respectively.
(b) Includes $4.4 million and $4.2 million for the three months ended April 29, 2017 and April 23, 2016, respectively, and $13.1 million and $10.1 million for the nine months ended April 29, 2017 and April 23, 2016, respectively, for non-cash amortization of the debt discount associated with the Company's convertible senior notes issued in September 2015.
(c) During the first quarter of fiscal 2016, 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
(Dollars in thousands)
Unaudited
CONTRACT REVENUES, NON-GAAP ORGANIC CONTRACT REVENUES, AND GROWTH %’s
	Contract Revenues - GAAP		Revenues from acquired businesses (a)			Non-GAAP - Organic Contract Revenues		GAAP - Growth %		Non-GAAP - Organic Growth %
Three Months Ended April 29, 2017	$	786,338	$	(22,954	)	$	763,384	18.3	%	14.9	%
Three Months Ended April 23, 2016	$	664,645	$	—		$	664,645
Nine Months Ended April 29, 2017	$	2,286,693	$	(157,501	)	$	2,129,192	21.4	%	18.0	%
Nine Months Ended April 23, 2016	$	1,883,383	$	(79,449	)	$	1,803,934
(a) Amounts for the three and nine months ended April 29, 2017 and April 23, 2016 represent revenues from acquired businesses that were not owned for the full period in both the current and prior year periods.

NON-GAAP ADJUSTED EBITDA
	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 29, 2017			April 23, 2016			April 29, 2017			April 23, 2016
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	38,796		$	33,083		$	113,509		$	79,380
Interest expense, net	9,382			8,007			27,629			25,010
Provision for income taxes	22,750			19,368			67,082			47,995
Depreciation and amortization expense	37,411			31,583			107,662			88,930
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	108,339			92,041			315,882			241,315
Gain on sale of fixed assets	(5,048		)	(4,061		)	(8,220		)	(6,213		)
Stock-based compensation expense	4,915			3,892			15,930			12,600
Loss on debt extinguishment	—			—			—			16,260
Non-GAAP Adjusted EBITDA	$	108,206		$	91,872		$	323,592		$	263,962

5

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
(Dollars in thousands, except share amounts)
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			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 29, 2017			April 23, 2016			April 29, 2017			April 23, 2016
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	38,796		$	33,083		$	113,509		$	79,380
Adjustments
Pre-tax non-cash amortization of debt discount	4,425			4,192			13,111			10,119
Pre-tax loss on debt extinguishment	—			—			—			16,260
Tax impact of adjustments	(1,644		)	(1,580		)	(4,886		)	(10,045		)
Total adjustments, net of tax	2,781			2,612			8,225			16,334
Non-GAAP Adjusted Net Income	$	41,577		$	35,695		$	121,734		$	95,714
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Net income per common share	$	1.22		$	1.00		$	3.54		$	2.37
Total adjustments from above, net of tax	0.09			0.08			0.26			0.49
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.30		$	1.08		$	3.79		$	2.86
Diluted shares used in computing Adjusted Diluted Earnings per Common Share	31,909,926			33,050,934			32,091,091			33,486,515
Amounts in table above may not add due to rounding.

6

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
OUTLOOK - DILUTED EARNINGS PER COMMON SHARE AND NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Outlook for the
	Three Months Ending
	July 29, 2017
Diluted earnings per common share - GAAP (a)	$1.26 - $1.41
Adjustment
Adjustment for addback of after-tax non-cash amortization of debt discount on convertible senior notes (b)	$0.09
Non-GAAP Adjusted diluted earnings per common share (a)	$1.35 - $1.50
(a) Guidance for diluted earnings per common share and Non-GAAP Adjusted diluted earnings per common share for the three months ending July 29, 2017 were computed using approximately 31.7 million in diluted weighted average shares outstanding.
(b) The Company expects to recognize approximately $4.5 million in pre-tax interest expense during the three months ending July 29, 2017 for non-cash amortization of the debt discount associated with its convertible senior notes. The Company excludes the effect of this non-cash amortization in its Non-GAAP financial measures.

OUTLOOK - CONTRACT REVENUES AND NON-GAAP ORGANIC CONTRACT REVENUES
	Outlook for the
	Three Months Ending		Three Months Ended
	July 29, 2017		July 30, 2016
	(Dollars in millions)
Contract Revenues	$780 - $810		$789.2
Revenues from acquired businesses (a)	(25.0	)	(5.6	)
Additional week as a result of the Company’s 52/53 week fiscal year (b)	—		(56.0	)
Non-GAAP Organic Contract Revenues	$755 - $785		$727.6
(a) Amounts represent revenues from acquired businesses that were not owned for the full period in both the current and prior year periods. The Company estimates that revenues from acquired businesses that were not owned for the full period in both the current and prior year fiscal fourth quarters will be approximately $25.0 million during the three months ending July 29, 2017.
(b) The fourth quarter of fiscal 2016 included an incremental week required by the Company’s 52/53 week fiscal calendar. The Q4-16 Non-GAAP adjustment is calculated as (i) contract revenues less, (ii) revenues from acquired businesses in each applicable period, (iii) divided by 14 weeks.
Amounts in tables above may not add due to rounding.

7

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. In the fourth quarter of fiscal 2016 Non-GAAP Organic Contract Revenues were also adjusted for the additional week as a result of the Company’s 52/53 week fiscal calendar. 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 were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the convertible senior notes represents a debt discount. The debt discount is being amortized over the term of the convertible senior notes but does 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 convertible senior 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 and nine months ended April 29, 2017 and April 23, 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 July 29, 2017 was calculated using an effective tax rate used for financial planning and forecasting future results.

8

EX-99.2

3rd Quarter Fiscal 2017 Results Conference Call May 24, 2017 Exhibit 99.2

2 Forward Looking Statements and Non-GAAP Financial Measures 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 20 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 Q3-17 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A

4  Strong demand and revenue growth  Contract revenues of $786.3 million in Q3-17 compared to $664.6 million in Q3-16  Organic growth of 14.9% excluding contract revenues of acquired businesses not included for the entire period of Q3-17 and Q3-16  Strong operating performance  Non-GAAP Adjusted EBITDA of $108.2 million compared to $91.9 million in Q3-16, or 13.8% of revenues in each of Q3-17 and Q3-16  Non-GAAP Adjusted Diluted EPS increased to $1.30 in Q3-17 compared to $1.08 per share in Q3-16  Acquired Texstar Enterprises Inc. in March 2017 for $26.4 million, net of cash acquired  Repurchased 400,000 common shares for $37.9 million at an average price of $94.77 per share Financial charts - $ in millions, except earnings per share amounts Q3-17 Overview and Highlights See “Regulation G Disclosure” slides 13-20 for a reconciliation of GAAP to Non-GAAP financial measures.

5  Industry increasing network bandwidth dramatically  Major industry participants deploying significant 1 gigabit wireline networks  Emerging wireless technologies require incremental wireline deployments o A complementary wireline investment cycle is fundamental to applications enabled by fully converged wireless/wireline networks  Industry developments are producing opportunities which in aggregate are without precedent. Converged wireless/wireline network deployments only further broaden our set of opportunities.  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  Have secured and are actively working on a number of converged wireless/wireline multi-use networks  Customers are revealing with more specificity multi-year initiatives that are being implemented and managed locally  Our ability to provide integrated planning, engineering and design, procurement and construction and maintenance services provides value to industry participants with projects outside their traditional geographic service territories  Dycom’s scale, market position and financial strength position it well as opportunities continue to expand Industry Update

6 Revenue Highlights  Q3-17 organic growth of 14.9%, 10 straight quarters of double digit organic growth  Revenues from Q3-17 Top 5 customers increased 25.2% organically. All other customers decreased 10.6% organically.  Top 5 customers in each period represented 77.5% of revenues in Q3-17 compared to 72.7% in Q3-16  Strong organic growth in Q3-17 with significant customers: See “Regulation G Disclosure” slides 13-20 for a reconciliation of GAAP to Non-GAAP financial measures. Organic growth over the last 10 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 10.3%  Comcast 58.7%  CenturyLink 52.4% *Q4-16 organic % growth adjusted for additional week in Q4-16 *

7 Customers Description Area Approximate Term (in years) Verizon Engineering Services Massachusetts, Rhode Island, New York, Maryland, Virginia 2 Comcast Construction Services Pennsylvania, Maryland, Virginia, Georgia 1 Charter Construction & Maintenance Services California, Arizona, Florida 1-3 Columbia Gas Underground Facility Locating & Mapping Services Ohio 2-3 Various Rural and Municipal Broadband Oregon, Minnesota, New Hampshire, Kentucky, Tennessee, North Carolina, Alabama, Georgia 1 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 11,159 12,193 11,980 12,472 12,777 13,204 13,236 14,163 5,000 6,000 7,000 8,000 9,000 10,000 11,000 12,000 13,000 14,000 15,000 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Employees $1,619 $1,622 $1,999 $2,212 $2,323 $2,208 $2,363 $2,410 $3,680 $3,967 $5,056 $5,649 $6,031 $5,203 $5,112 $5,470 $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Backlog 12 month backlog

8 As a % of Revenues 13.8% 13.8%  Revenues of $786.3 million and organic growth of 14.9%. Revenues from acquired businesses contributed $23.0 million in Q3-17. There were no acquired revenues in Q3-16 for comparative purposes.  Non-GAAP Adjusted EBITDA in-line year-over-year at 13.8% in Q3-17 and Q3-16  Gross margin down 74 basis points offset by strong G&A improvement of 71 basis points. G&A as a % of revenue was 7.8% compared to 8.5%  Non-GAAP Adjusted Diluted EPS of $1.30 in Q3-17 compared to $1.08 in Q3-16, an increase of 20% Financial Highlights See “Regulation G Disclosure” slides 13-20 for a reconciliation of GAAP to Non-GAAP financial measures Financial charts - $ in millions, except earnings per share amounts

9 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 Q2-17 and Q3-17. Financial tables - $ in millions Solid 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.  Balance sheet reflects the strength of our business  Liquidity of $340.8 million at the end of Q3-17 consisting of availability under our Credit Facility and cash on hand  Operating cash flows of $42.3 million during Q3-17  Acquired Texstar Enterprises Inc. for $26.4 million, net of cash acquired in March 2017  Repurchased 400,000 common shares for $37.9 million at an average price of $94.77 per share during Q3-17

10 Q4-2016 Included for comparison Q4-2017 Outlook and Commentary # of Weeks in Fiscal Quarter 14 Weeks 13 Weeks  13 weeks in Q4-17 compared to 14 weeks in Q4-16 as a result of 52/53 week fiscal year Contract Revenues (See “Regulation G Disclosure” slide 20 for a reconciliation of GAAP to Non-GAAP contract revenues) $ 789.2 (GAAP) $ 727.6 (Non-GAAP organic revenue) $ 780 - $ 810  Broad range of demand from several large customers  1 gigabit deployments, fiber deep cable capacity projects, and initial phases of fiber deployments for newly emerging wireless technologies  Total Q4-17 revenue expected to include approximately $25.0 million from businesses acquired in Q4-16 and Q3-17 Gross Margin % 23.2% Gross Margin % decreases modestly from Q4-16  Outlook reflects expected mix of work activity and near term margin impacts as we prepare for larger programs Non-GAAP G&A Expense % 7.8% G&A in-line as a % of revenue compared to Q4-16  G&A expense % includes share-based compensation of approximately $5.0 million in Q4-17 Share-based compensation $ 4.2 $ 5.0 Depreciation & Amortization $ 36.0 $39.1 - $39.9  Depreciation reflects cap-ex supporting growth opportunities and maintenance  Includes amortization of approximately $6.3 million in Q4-17 compared to $5.4 million in Q4-16 Non-GAAP Adjusted Interest Expense $ 5.1 Approximately $ 5.2  Non-GAAP Adjusted Interest Expense excludes non-cash amortization of debt discount of $4.5 million in Q4-17 compared to $4.6 million in Q4-16 Other Income, net $ 3.6 $ 2.3 - $ 2.9  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 % 16.0% Non-GAAP Adjusted EBITDA % decreases modestly from Q4-16 Non-GAAP Adjusted EBITDA dollar amount decreases compared to Q4-16 result; Q4-17 will include 13 weeks of operations compared to 14 weeks in Q4-16 Non-GAAP Adjusted Diluted Earnings per Share $ 1.64 (14 Weeks in Q4-16) $ 1.35 - $ 1.50 (13 Weeks in Q4-17)  Non-GAAP Adjusted Diluted EPS excludes non-cash amortization of debt discount on Senior Convertible Notes (“Notes”). See slide 19 for reconciliation of guidance for Non-GAAP Adjusted Diluted Earnings per Common Share. Diluted Shares 32.1 million 31.7 million Q4-2017 Outlook See “Regulation G Disclosure” slides 13-20 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 Q1-2018 Q1-2017 Included for comparison Q1-2018 Outlook and Commentary Contract Revenues $ 799.2 Total revenue decline of low single digits compared to Q1-17 revenues  Broad range of demand from several large customers  1 gigabit deployments, fiber deep cable capacity projects, and initial phases of fiber deployments for newly emerging wireless technologies increasing  Total Q1-18 revenue expected to include approximately $5 million from a business acquired in Q3-17. For organic growth calculations, there were no acquired revenues in Q1-17. Gross Margin % 23.1% Gross Margin % decreases modestly from Q1-17  Margin outlook reflects expected mix of work activity and near term margin impacts as we initiate larger programs G&A Expense % 7.5% G&A as a % of revenue increases from Q1-17  G&A as a % of revenue supports growth opportunities and includes increased share based compensation related to vesting schedule of awards Share-based compensation $ 5.7 $ 7.2 Depreciation & Amortization $ 34.5 $39.4 - $40.2  Depreciation reflects cap-ex supporting growth opportunities and maintenance  Includes amortization of approximately $6.3 million in Q1-18 compared to $6.2 million in Q1-17 Non-GAAP Adjusted Interest Expense $ 4.8 Approximately $ 5.0  Non-GAAP Adjusted Interest Expense excludes non-cash amortization of debt discount of $4.5 million in Q1-18 compared to $4.3 million in Q1-17 Other Income, net $ 0.9 $ 0.7 - $ 1.3  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 % 16.2% Non-GAAP Adjusted EBITDA % decreases modestly from Q1-17 Non-GAAP Adjusted EBITDA dollar amount decreases compared to Q1-17 result Diluted Shares 32.2 million 31.9 million See “Regulation G Disclosure” slides 13-20 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 FTTH to enable video offerings and 1 gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses and enterprises with increasing urgency. Overall, cable capital expenditures, new build opportunities, and capacity expansion projects through fiber deep deployments are increasing  Fiber deployments in contemplation of newly emerging wireless technologies have begun in many regions of the country and more are expected  Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of our maintenance business. We are increasingly providing integrated planning, engineering and design, procurement and construction and maintenance services for our customers. Encouraged that industry participants are committed to multi-year capital spending initiatives; these initiatives are increasing in numbers across a number of customers

13 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. In the fourth quarter of fiscal 2016 Non-GAAP Organic Contract Revenues were also adjusted for the additional week as a result of the Company’s 52/53 week fiscal calendar. 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 convertible senior notes were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the convertible senior notes represents a debt discount. The debt discount is being amortized over the term of the convertible senior notes but does 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 convertible senior 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. • Acquisition transaction related costs – The Company incurred costs of approximately $0.7 million in connection with an acquisition 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. • 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 July 29, 2017 was calculated using an effective tax rate used for financial planning and forecasting future results. Appendix: Regulation G Disclosure

14 Appendix: Regulation G Disclosure (a) Q4-16 contained 14 weeks as a result of our 52/53 week fiscal year as compared to 13 weeks in all other quarterly periods presented herein. The Q4-16 Non-GAAP adjustment is calculated as (i) contract revenues less, (ii) revenues from acquired businesses in each applicable period, (iii) divided by 14 weeks. 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 13. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenue Unaudited ($ in millions)

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 13. Appendix: Regulation G Disclosure

16 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 13. Appendix: Regulation G Disclosure

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 Diluted 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 13. Appendix: Regulation G Disclosure

18 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 Diluted Earnings Per Share Unaudited ($ in 000's, except per share amounts) For comparison purposes for slides 10 and 11 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 13. Appendix: Regulation G Disclosure

19 Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Outlook – Non-GAAP Diluted Earnings per Common Share for the Three Months Ending July 29, 2017 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 13. (a) Guidance for diluted earnings per common share and Non-GAAP Adjusted diluted earnings per common share for the three months ending July 29, 2017 were computed using approximately 31.7 million in diluted weighted average shares outstanding. (b) The Company expects to recognize approximately $4.5 million in pre-tax interest expense during the three months ending July 29, 2017 for non-cash amortization of the debt discount associated with its convertible senior notes. The Company excludes the effect of this non-cash amortization in its Non-GAAP financial measures. Outlook for the Three Months Ending July 29, 2017 Diluted earnings per common share – GAAP (a) $1.26 - $1.41 Adjustment for addback of after-tax non-cash amortization of debt discount on convertible senior notes (b) $ 0.09 Non-GAAP Adjusted Diluted Earnings per Common Share (a) $1.35 - $1.50 Appendix: Regulation G Disclosure Note: Amounts above may not add due to rounding.

20 Appendix: Regulation G Disclosure (a) Q4-16 included an incremental week required by our 52/53 week fiscal calendar. The Q4-16 Non-GAAP adjustment is calculated as (i) contract revenues less, (ii) revenues from acquired businesses in each applicable period, (iii) divided by 14 weeks. 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 13. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenue Unaudited ($ in millions) Q4-16 and Q1-17 Non-GAAP Organic Revenues are provided for comparison to Q4-17 and Q1-18 Non-GAAP Organic Revenue Outlook (see slides 10 and 11)

3rd Quarter Fiscal 2017 Results Conference Call May 24, 2017