8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 29, 2018

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 August 29, 2018, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2019 second quarter results. The Company also provided forward guidance. Additionally, on August 29, 2018, 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, Non-GAAP Adjusted Diluted Shares, and certain amounts relating to organic contract revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items, is not a recognized term under 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. Non-GAAP Adjusted Diluted Shares is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted shares. Organic contract revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods.

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

Item 7.01 Regulation FD Disclosure.

On August 29, 2018, the Company issued a press release reporting fiscal 2019 second quarter results. The Company also provided forward guidance. Additionally, on August 29, 2018, 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, Non-GAAP Adjusted Diluted Shares, and certain amounts relating to organic contract revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items, is not a recognized term under GAAP and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted Earnings per Common Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted earnings per common share. Non-GAAP Adjusted Diluted Shares is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted shares. 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. These statements include those related to the outlook for fiscal 2019 and the quarter ending October 27, 2018 found under the “Outlook” and “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” sections of the press release. Forward-looking statements are based on management’s current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods 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 Transition Report on 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, fluctuations in customer capital budgets and spending priorities, 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, weather conditions, 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 our filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward-looking statements except as required by law.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1	Press release dated August 29, 2018 by Dycom Industries, Inc. reporting fiscal 2019 second quarter results.
99.2	Slide presentation relating to the webcast and conference call to be held on August 29, 2018.

SIGNATURES

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

Dated: August 29, 2018

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

EX-99.1

Exhibit 99.1

N E W S  R E L E A S E

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

August 29, 2018

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2019 SECOND QUARTER RESULTS AND

AFFIRMS UPDATED GUIDANCE FOR FISCAL 2019 AND FISCAL 2019 THIRD QUARTER

Palm Beach Gardens, Florida, August 29, 2018 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter and six months ended July 28, 2018. The Company also affirmed its financial guidance for the 2019 fiscal year ending January 26, 2019 and outlook for the quarter ending October 27, 2018 that was previously provided by the Company on August 13, 2018. The Company reported:

• Contract revenues of $799.5 million for the quarter ended July 28, 2018, compared to $780.2 million for the quarter ended July 29, 2017. Contract revenues for the quarter ended July 28, 2018 increased 0.8% on an organic basis after excluding $3.8 million of contract revenues from storm restoration services in the current period and $9.1 million of contract revenues from an acquired business that was not owned during the comparable prior period.

• Non-GAAP Adjusted EBITDA of $97.8 million, or 12.2% of contract revenues, for the quarter ended July 28, 2018, compared to $118.0 million, or 15.1% of contract revenues, for the quarter ended July 29, 2017.

• On a GAAP basis, net income was $29.9 million, or $0.94 per common share diluted, for the quarter ended July 28, 2018, compared to net income of $43.7 million, or $1.38 per common share diluted, for the quarter ended July 29, 2017. Non-GAAP Adjusted Net Income was $33.3 million, or $1.05 per Non-GAAP Adjusted Diluted Share, for the quarter ended July 28, 2018, compared to Non-GAAP Adjusted Net Income of $46.5 million, or $1.47 per common share diluted, for the quarter ended July 29, 2017.

Non-GAAP Adjusted Net Income for the quarters ended July 28, 2018 and July 29, 2017 excludes $4.8 million and $4.5 million, respectively, of pre-tax interest expense for the non-cash amortization of the debt discount associated with the Company’s 0.75% convertible senior notes due September 2021 (the “Notes”). Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share for the quarter ended July 28, 2018 exclude the GAAP dilutive effect of approximately 0.1 million weighted shares from the Notes, as the Company has a note hedge in effect to offset the economic dilution of additional shares up to an average quarterly share price of $130.43 per share.

The Company also reported:

• Contract revenues of $1.531 billion for the six months ended July 28, 2018, compared to $1.567 billion for the six months ended July 29, 2017. Contract revenues for the six months ended July 28, 2018 decreased 4.8% on an organic basis after excluding $18.6 million of contract revenues from storm restoration services in the current period and contract revenues from acquired businesses that were not owned for the entire period in both the current and comparable prior periods. Total contract revenues from acquired businesses were $35.9 million for the six months ended July 28, 2018, compared to $15.3 million for the six months ended July 29, 2017.

• Non-GAAP Adjusted EBITDA of $171.5 million, or 11.2% of contract revenues, for the six months ended July 28, 2018, compared to $226.2 million, or 14.4% of contract revenues, for the six months ended July 29, 2017.

• On a GAAP basis, net income was $47.1 million, or $1.46 per common share diluted, for the six months ended July 28, 2018, compared to net income of $82.5 million, or $2.60 per common share diluted, for the six months ended July 29, 2017. Non-GAAP Adjusted Net Income was $54.0 million, or $1.70 per Non-GAAP Adjusted Diluted Share, for

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the six months ended July 28, 2018, compared to Non-GAAP Adjusted Net Income of $88.1 million, or $2.77 per common share diluted, for the six months ended July 29, 2017.

Non-GAAP Adjusted Net Income for the six months ended July 28, 2018 and July 29, 2017 excludes $9.4 million and $8.9 million, respectively, of pre-tax interest expense for the non-cash amortization of the debt discount associated with the Notes. Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share for the six months ended July 28, 2018 exclude the GAAP dilutive effect of approximately 0.4 million weighted shares from the Notes, as the Company has a note hedge in effect to offset the economic dilution of additional shares up to an average quarterly share price of $130.43 per share.

Outlook

For the 2019 fiscal year ending January 26, 2019 and for the quarter ending October 27, 2018, the Company currently expects the following:

	Fiscal 2019	Quarter Ending October 27, 2018
Contract revenues	$3.01 - $3.11 billion	$785 - $835 million
Diluted Earnings per Common Share - GAAP	$2.17 - $2.62	$0.69 - $0.93
Non-GAAP Adjusted Diluted Earnings per Common Share	$2.62 - $3.07	$0.80 - $1.04
Non-GAAP Adjusted EBITDA % of contract revenues	10.7% - 11.1%	11.6% - 12.2%

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 Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures directly following the press release tables.

Conference Call Information and Other Selected Data

A conference call to review the Company’s results will be hosted at 9:00 a.m. (ET), Wednesday, August 29, 2018; 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 on the Company’s Investor Center website at https://ir.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 shortly after the call at https://ir.dycomind.com until Friday, September 28, 2018.

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

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements include statements related to the outlook for fiscal 2019 and the quarter ending October 27, 2018 found under the “Outlook” and “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” sections of this release. Forward looking statements are based on management’s current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods 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 Transition Report on 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, customer capital budgets and spending priorities, 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

2

impact of any acquisitions or dispositions, adjustments and cancellations related to the Company’s backlog, weather conditions, 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---

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
	July 28, 2018		January 27, 2018
ASSETS
Current assets:
Cash and equivalents	$	23,906	$	84,029
Accounts receivable, net (a)	684,862		318,684
Contract assets (a)	169,931		369,472
Inventories	87,785		79,039
Income tax receivable	7,662		13,852
Other current assets	31,116		39,710
Total current assets	1,005,262		904,786
Property and equipment, net	423,680		414,768
Goodwill and other intangible assets, net	498,054		493,212
Other	25,389		28,190
Total non-current assets	947,123		936,170
Total assets	$	1,952,385	$	1,840,956
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	125,720	$	92,361
Current portion of debt	31,281		26,469
Contract liabilities	8,152		6,480
Accrued insurance claims	39,010		53,890
Income taxes payable	1,530		755
Other accrued liabilities	104,626		79,657
Total current liabilities	310,319		259,612
Long-term debt	727,318		733,843
Accrued insurance claims	61,100		59,385
Deferred tax liabilities, net non-current	64,489		57,428
Other liabilities	5,954		5,692
Total liabilities	1,169,180		1,115,960
Total stockholders’ equity	783,205		724,996
Total liabilities and stockholders’ equity	$	1,952,385	$	1,840,956
(a) The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) effective January 28, 2018, the first day of fiscal 2019. The adoption of ASU 2014-09 resulted in balance sheet classification changes for amounts that have not been invoiced to customers but for which the Company has satisfied the performance obligation and has an unconditional right to receive payment. Prior to adoption, amounts not invoiced to customers were included in the Company’s contract asset, historically referred to as Costs and Estimated Earnings in Excess of Billings, regardless of rights to payment. Under ASU 2014-09, these amounts of unbilled receivables are included in accounts receivable, net. As of January 28, 2018, the date of adoption, the Company reclassified $311.7 million of unbilled receivables from contract assets to accounts receivable, net. Upon reclassification, accounts receivable, net and contract assets were $630.4 million and $57.8 million, respectively, as of January 28, 2018.

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share amounts)
Unaudited
	Quarter			Quarter			Six Months			Six Months
	Ended			Ended			Ended			Ended
	July 28, 2018			July 29, 2017			July 28, 2018			July 29, 2017
Contract revenues	$	799,470		$	780,188		$	1,530,844		$	1,566,526
Costs of earned revenues, excluding depreciation and amortization	642,376			606,898			1,241,949			1,228,373
General and administrative expenses (a)	64,555			59,519			126,838			120,836
Depreciation and amortization	44,805			40,244			88,160			77,655
Total	751,736			706,661			1,456,947			1,426,864
Interest expense, net (b)	(10,446		)	(9,735		)	(20,612		)	(19,117		)
Other income, net	4,156			6,043			11,868			10,836
Income before income taxes	41,444			69,835			65,153			131,381
Provision for income taxes	11,544			26,127			18,022			48,877
Net income	$	29,900		$	43,708		$	47,131		$	82,504
Earnings per common share:
Basic earnings per common share	$	0.96		$	1.41		$	1.51		$	2.64
Diluted earnings per common share	$	0.94		$	1.38		$	1.46		$	2.60
Shares used in computing earnings per common share:
Basic	31,206,340			31,084,019			31,198,349			31,220,719
Diluted (c)	31,954,013			31,664,148			32,180,960			31,787,185
(a) Includes stock-based compensation expense of $6.0 million and $4.9 million for the quarters ended July 28, 2018 and July 29, 2017, respectively, and $10.9 million and $9.8 million for the six months ended July 28, 2018 and July 29, 2017, respectively.
(b) Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of approximately $4.8 million and $4.5 million for the quarters ended July 28, 2018 and July 29, 2017, respectively, and $9.4 million and $8.9 million for the six months ended July 28, 2018 and July 29, 2017, respectively.
(c) During the quarter and six months ended July 28, 2018, the Company’s average stock price exceeded the conversion price of its Notes of $96.89. As a result, diluted shares used in computing diluted earnings per common share for the quarter and six months ended July 28, 2018 include approximately 0.1 million and 0.4 million weighted shares, respectively, of potential dilution from the embedded conversion feature in the Notes.

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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 (DECLINE) %’s
	Contract Revenues - GAAP		Revenues from acquired businesses (a)			Revenues from storm restoration services			Non-GAAP - Organic Contract Revenues		GAAP - Growth (Decline) %		Non-GAAP - Organic Growth (Decline) %
Quarter Ended July 28, 2018	$	799,470	$	(9,074	)	$	(3,760	)	$	786,636	2.5	%	0.8	%
Quarter Ended July 29, 2017	$	780,188	$	—		$	—		$	780,188
Six Months Ended July 28, 2018	$	1,530,844	$	(35,863	)	$	(18,609	)	$	1,476,372	(2.3	)%	(4.8	)%
Six Months Ended July 29, 2017	$	1,566,526	$	(15,306	)	$	—		$	1,551,220
(a) Amounts for the quarters and six months ended July 28, 2018 and July 29, 2017 represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods.

NON-GAAP ADJUSTED EBITDA
	Quarter			Quarter			Six Months			Six Months
	Ended			Ended			Ended			Ended
	July 28, 2018			July 29, 2017			July 28, 2018			July 29, 2017
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	29,900		$	43,708		$	47,131		$	82,504
Interest expense, net	10,446			9,735			20,612			19,117
Provision for income taxes	11,544			26,127			18,022			48,877
Depreciation and amortization expense	44,805			40,244			88,160			77,655
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	96,695			119,814			173,925			228,153
Gain on sale of fixed assets	(4,909		)	(6,645		)	(13,324		)	(11,694		)
Stock-based compensation expense	6,048			4,874			10,911			9,789
Non-GAAP Adjusted EBITDA	$	97,834		$	118,043		$	171,512		$	226,248
Contract revenues	$	799,470		$	780,188		$	1,530,844		$	1,566,526
Non-GAAP Adjusted EBITDA % of contract revenues	12.2		%	15.1		%	11.2		%	14.4		%

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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, DILUTED EARNINGS PER COMMON SHARE, NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED SHARES
	Quarter			Quarter			Six Months			Six Months
	Ended			Ended			Ended			Ended
	July 28, 2018			July 29, 2017			July 28, 2018			July 29, 2017
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	29,900		$	43,708		$	47,131		$	82,504
Adjustments:
Pre-tax non-cash amortization of debt discount on Notes	4,750			4,499			9,422			8,924
Tax impact of non-cash amortization of debt discount on Notes	(1,314		)	(1,675		)	(2,589		)	(3,319		)
Total adjustments, net of tax	3,436			2,824			6,833			5,605
Non-GAAP Adjusted Net Income	$	33,336		$	46,532		$	53,964		$	88,109
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Diluted earnings per common share - GAAP	$	0.94		$	1.38		$	1.46		$	2.60
Total adjustments, net of tax and dilutive share effect of Notes (a)	0.11			0.09			0.23			0.18
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.05		$	1.47		$	1.70		$	2.77
Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share:
Diluted shares - GAAP	31,954,013			31,664,148			32,180,960			31,787,185
Adjustment for economic benefit of note hedge related to Notes (a)	(120,196		)	—			(367,597		)	—
Non-GAAP Adjusted Diluted Shares (a)	31,833,817			31,664,148			31,813,363			31,787,185
(a) The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive share effect of the Notes.
Amounts in table above may not add due to rounding.

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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
			Quarter Ending
	Fiscal 2019 (a)		October 27, 2018 (a)
Diluted earnings per common share - GAAP	$2.17 - $2.62		$0.69 - $0.93
Adjustment
Addback of after-tax non-cash amortization of debt discount and dilutive share effect of Notes (b)(c)	0.45		0.11
Non-GAAP Adjusted Diluted Earnings per Common Share	$2.62 - $3.07		$0.80 - $1.04
Diluted shares (in millions) (c)	32.0		31.8
Adjustment for economic benefit of note hedge related to Notes (in millions) (c)	(0.2	)	—
Non-GAAP Adjusted Diluted Shares (in millions) (c)	31.8		31.8
(a) The tax effects of future vestings and exercises of share-based awards are excluded from both Diluted earnings per common share - GAAP and Non-GAAP Adjusted Diluted Earnings per Common Share.
(b) The Company expects to recognize approximately $19.1 million and $4.8 million in pre-tax interest expense during fiscal 2019 and the quarter ending October 27, 2018, respectively, for the non-cash amortization of the debt discount associated with the Notes. The addback for fiscal 2019 also includes approximately $0.01 per share for the Non-GAAP impact of the dilutive share effect of the Notes.
(c) Actual GAAP diluted shares will include any dilutive effect of the Notes based on the average share price during the respective period. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly price of $130.43 per share. Accordingly, for Non-GAAP Adjusted Diluted Earnings per Common Share calculations, the Company expects to present results per share that exclude the dilutive effect of the Notes, if any, based on the expected effect of the note hedge.
Amounts in table above may not add due to rounding.

8

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
(Dollars in millions)
Unaudited
RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA BASED ON THE MIDPOINT OF EARNINGS PER COMMON SHARE (“EPS”) GUIDANCE
				Quarter Ending
	Fiscal 2019			October 27, 2018
	(at midpoint of EPS guidance)
Net income	$	77		$	26
Interest expense, net	43			11
Provision for income taxes	29			10
Depreciation and amortization	179			45
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	327			92
Gain on sale of fixed assets	(17		)	(3		)
Stock-based compensation expense	24			7
Non-GAAP Adjusted EBITDA	$	334		$	96
Contract revenues (at midpoint of guidance)	$	3,060		$	810
Non-GAAP Adjusted EBITDA % of contract revenues (at midpoint of guidance)	10.9		%	11.9		%
Amounts in table above may not add due to rounding.

9

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 comparable prior periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. 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, 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 the non-cash amortization of the debt discount and the related tax impact and certain non-recurring items.

• Non-GAAP Adjusted Diluted Earnings per Common Share and Non-GAAP Adjusted Diluted Shares - Non-GAAP Adjusted Net Income divided by Non-GAAP Adjusted Diluted Shares outstanding. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43. The measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share excludes dilution from the Notes. Management believes that the calculation of Non-GAAP Adjusted Diluted shares to reflect the note hedge will be useful to investors because it provides insight into the offsetting economic effect of the hedge against potential conversion of the Notes.

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 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 is being amortized over the term of the 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 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.

• Tax impact of adjusted results - The tax impact of adjusted results reflects the Company’s effective tax rate used for financial planning for the applicable period.

10

EX-99.2

Exhibit 99.2 2nd Quarter Fiscal 2019 August 29, 2018 Results Conference Call

Forward Looking Statements, Non-GAAP Financial Measures and Other 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 the Company’s Transition Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2018 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, a reconciliation of those measures to the most directly comparable GAAP measures is provided on the Regulation G slides included as slides 13 through 21 of this presentation. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. 2

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 Q2-19 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A 33

Q2-19 Overview and Highlights Contract Revenues ™ Strong market opportunities $780.2 $799.5 ¾ Contract revenues of $799.5 million in Q2-19, included $3.8 million of revenues from storm restoration services and $9.1 million from a previously acquired business. Excluding revenues from storm restoration services and the acquired business, revenues grew 0.8% organically. ™ Operating performance impacted by slower than expected activity on large scale deployments ¾ Non-GAAP Adjusted EBITDA for the quarter ended July 28, 2018 of $97.8 million, or 12.2% of revenues, compared to $118.0 million, or 15.1% of revenues for the quarter ended July 29, 2017 Quarter Ended Quarter Ended July 29, 2017 July 28, 2018 ¾ Non-GAAP Adjusted Diluted EPS of $1.05 per share for the quarter ended July 28, 2018, compared to $1.47 per share for the quarter ended Non-GAAP Adjusted July 29, 2017 Diluted EPS ™ Compared to preliminary range of expected results: $1.47 ¾ Adjusted EBITDA was at the high end of the range $1.05 ¾ Non-GAAP Adjusted Diluted EPS was at low end of range due to approximately $1.0 million of additional income tax expense from the net impacts of our fiscal year tax filings ™ Liquidity solid at $425.3 million at the end of Q2-19 ¾ Cash of $23.9 million and $401.4 million of availability under credit facility Quarter Ended Quarter Ended July 29, 2017 July 28, 2018 ¾ No outstanding revolver borrowings at the end of Q2-19 See “Regulation G Disclosure” slides 13-21 for a reconciliation of GAAP to Non-GAAP financial measures. 4

Industry Update ™ Industry increasing network bandwidth dramatically ¾ Major industry participants deploying significant 1 gigabit wireline networks ¾ Emerging wireless technologies are driving significant wireline deployments ¾ Wireline deployments necessary to facilitate expected decades long deployment of fully converged wireless/wireline networks that will enable high bandwidth low latency applications ¾ Industry effort required to deploy these converged networks continues to meaningfully broaden our set of opportunities. Total industry opportunities in aggregate, are robust. ™ Delivering valuable service to customers ¾ Currently providing services for 1 gigabit full deployments across the country in dozens of metropolitan areas to a number of customers ¾ Have secured and are actively working on a number of converged wireless/wireline multi-use networks, including several designed to provision 5G services ¾ Customers are revealing with more specificity multi-year initiatives that are being implemented and managed on a market by market basis ™ Our ability to provide integrated planning, engineering and design, procurement and construction and maintenance services provides value to several industry participants ™ As with prior initiations of large scale network deployments, normal timing and customer spending modulations expected as network deployment strategies and technologies evolvee and tactical considerations, primarily permitting, impact timing ™ Dycom’s scale, market position and financial strength position it well as opportunities continue to expand 5

Revenue Highlights Organic % adjusted for revenues from acquired businesses and storm restoration services, when applicable. ™ Q2-19 organic growth of 0.8% ¾ Top 5 customers increased 3.3% organically ¾ All other customers decreased 7.0% organically (a) (a) (a) Due to the change in the Company’s fiscal year end, the Company’s fiscal 2018 six month transition period consisted of Q1-18 and Q2-18. ™ Top 5 customers in quarters ended July 28, 2018 and July 29, 2017 represented 77.9% and 76.8%, respectively ™ Organic growth with Verizon at 88.1% and Comcast at 6.7% Dycom’s ability to gain share and expand geographic reach meaningfully increases the long-term value of our maintenance and operations business See “Regulation G Disclosure” slides 13-21 for a reconciliation of GAAP to Non-GAAP financial measures. 6

Backlog and Awards Financial charts - $ in millions Backlog Employees $9,000 16,000 $7,881 $8,000 14,768 $7,000 15,000 14,607 $6,198 14,393 14,368 $6,016 $5,847 $5,877 14,163 14,227 $6,000 $5,470 $5,203 $5,112 14,000 $5,000 13,204 13,236 $4,000 13,000 $3,000 12,000 $2,000 11,000 $1,000 $2,208 $2,363 $2,410 $2,794 $3,039 $3,047 $2,976 $2,908 $- 10,000 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18(a) Q2-18(a) Q1-19 Q2-19 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18(a) Q2-18(a) Q1-19 Q2-19 Next 12 month backlog (a) Due to the change in the Company’s fiscal year end, the Company’s fiscal 2018 six month transition period consisted of Q1-18 and Q2-18. Selected Current Awards and Extensions Approximate Customers Description Area Term (in years) Comcast Framework Agreement Multi-year Verizon Construction & Engineering Services Various 4 AT&T Construction Services Michigan, Indiana, Ohio 3 Windstream Construction Services Pennsylvania 3 Various Rural and Other Services Oregon, South Dakota, Indiana, Virginia, South Carolina 1-2 Note: Our backlog represents an estimate of services to be performed pursuant to master service agreements and other contractual agreements over the terms of those contracts. These estimates are based on contract terms and evaluations regarding the timing of the services to be provided. In the case of master service agreements, backlog is estimated based on the work performed in the preceding twelve month period, when available. When estimating backlog for newly initiated master service agreements and other long and short-term contracts, we also consider the anticipated scope of the contract and information received from the customer in the procurement process. A significant majority of our backlog comprises services under master service agreements and other long-term contracts. 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. 7

Financial Highlights Financial charts - $ in millions, except earnings per share amounts Non-GAAP Non-GAAP Contract Revenues Adjusted EBITDA Adjusted Diluted EPS $780.2 $799.5 $118.0 $97.8 $1.47 $1.05 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended July 29, 2017 July 28, 2018 July 29, 2017 July 28, 2018 July 29, 2017 July 28, 2018 As a % of Contract Revenues 15.1% 12.2% ™ Revenues of $799.5 million in Q2-19 increased organically 0.8% from the comparable prior period ¾ Strong growth by two large customers, partially offset by net declines with other customers ¾ Storm restoration services contributed $3.8 million of revenues during Q2-19 ¾ Previously acquired business contributed $9.1 million of revenues during Q2-19 compared to none in the comparable prior period ™ Non-GAAP Adjusted EBITDA at 12.2% in Q2-19, down from 15.1% in the comparable prior period. Adjusted EBITDA % impacted by under absorption of labor and field costs. ™ Non-GAAP Adjusted Diluted EPS of $1.05 in Q2-19 (included additional tax expense of approximately $1.0 million compared to preliminary expected results) See “Regulation G Disclosure” slides 13-21 for a reconciliation of GAAP to Non-GAAP financial measures 8

Liquidity Overview Financial tables - $ in millions Strong balance sheet and liquidity Cash flows support scale of operations Liquidity SummaryAs of Cash Flow Summary Quarter Ended April 28, 2018 July 28, 2018 July 27, 2017 July 28, 2018 Cash and equivalents $ 57.9 $ 23.9 Cash provided by operating activities $ 149.9 $ 12.6 Capital expenditures, net of disposals $ (60.1) $ (39.1) Senior Credit Facility, matures April 2020: Repayments of senior credit facility $ (71.0) $ (7.2) $450 million revolver $ - $ - Other financing & investing activities, net $ 0.4 $ 0.3 Term Loan Facilities 353.3 346.0 0.75% Convertible Senior Notes, mature September 2021: Notional Value 485.0 485.0 Total Notional Amount of Debt $ 838.3 $ 831.0 Total Days Sales Outstanding ("DSO")* Net Debt (Notional Debt less Cash) $ 780.3 $ 807.1 July 28, 2018 96 April 28, 2018 92 Total Notional Amount of Debt (see above) $ 838.3 $ 831.0 July 27, 2017 87 Unamortized debt discount and debt fees on The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts 0.75% Convertible Senior Notes (77.6) (72.4) with Customers (Topic 606) (“ASU 2014-09”) effective January 28, 2018, the first day of fiscal 2019. The adoption of ASU 2014-09 resulted in certain balance sheet classification changes Debt, net of debt discount and fees $ 760.6 $ 758.6 between unbilled accounts receivable and contract assets (formerly referred to as costs and Availability on revolver(a) $ 401.4 $ 401.4 estimated earnings in excess of billings). For comparability with historical periods, the Cash and availability on revolver $ 459.3 $ 425.3 Company has presented total DSO, net of contract liabilities. (a) Availability on Revolver presented net of $48.6 million L/C’s under the Senior Credit Facility at each of April 28, 2018 and July 28, 2018 ™ Balance sheet reflects the strength of our business ™ Solid operating cash flows of $12.6 million during the quarter ended July 28, 2018 ™ Liquidity of $425.3 million at the end of Q2-19 consisting of availability under Credit Facility and cash on hand ™ Capital expenditures, net of disposals at $39.1 million for the quarter ended July 28, 2018 ™ Cap-ex, net of disposals for Fiscal 2019 anticipated at $170 - $180 million, $20 million less than our previous outlook *DSO is calculated as the summation of current accounts receivable (including unbilled receivables), plus contract assets, less contract liabilities (formerly referred to as billings in excess of costs and estimated earnings) divided by average revenue per day during the respective quarter. 9

Annual Outlook for Fiscal Year Ending January 26, 2019 (Fiscal 2019) Financial table- $ in millions, except earnings per share amounts (% as a percent of contract revenues, except as noted for Effective Income Tax Rate) Fiscal 2019 Outlook Other Expectations Trailing 4 Trailing 4 Quarters Ended Outlook Quarters Ended Outlook Jan. 27, 2018 Fiscal 2019 Jan. 27, 2018 Fiscal 2019 Contract revenues $ 2,978 $ 3,010 - $ 3,110 Depreciation $ 138.1 $ 155 - $ 157 Amortization $ 24.6 $ 23 Share-based compensation $ 23.1 $ 24 (Included in General & Administrative Expense) Diluted Earnings per Common Share – GAAP $ 4.74 $ 2.17 - $ 2.62 Non-GAAP Adjusted Interest Expense $ 20.6 $ 24 (Excludes non-cash amortization of debt discount of $18.1 million for Trailing 4 Quarters Ended Jan. 27, 2018 and expectation of $19.1 million in FY19) Non-GAAP Adjusted Diluted Earnings per Common $ 3.88 $ 2.62 - $ 3.07 Other income, net $ 17.1 $ 14 - $ 15 Share (Includes gain on sales of fixed assets of $18.9 million for Trailing 4 Quarters Ended Jan. 27, 2018 and expectation of $17 - $18 million in FY19) Non-GAAP Adjusted EBITDA % 12.9% 10.7% - 11.1% Non-GAAP Adjusted Effective Income Tax Rate 37.0% 27.6% (as a % of Adjusted Non-GAAP Income before Taxes) Adjusted Diluted Shares – Non-GAAP 31.8 million 31.8 million See “Regulation G Disclosure” slides 13-21 for a reconciliation of GAAP to Non-GAAP financial measures. 10

Looking Ahead to the Quarter Ending October 27, 2018 (Q3-2019) Financial table- $ in millions, except earnings per share amounts (% as a percent of contract revenues, except as noted for Effective Income Tax Rate) Q3-19 Outlook Other Expectations Outlook - Outlook - Quarter Ending Quarter Ending Quarter Ended October 27, October 27, October 28, 2018 Quarter Ended 2018 2017 (Q3-2019) October 28, 2017 (Q3-2019) Contract revenues $ 756.2 $ 785 - $ 835 Depreciation $ 36.4 $ 39.2 - $ 40.0 Amortization $ 6.3 $ 5.8 Share-based compensation $ 7.4 $ 7.5 (Included in General & Administrative Expense) Diluted Earnings per Common Share – GAAP $ 0.90 $ 0.69 - $ 0.93 Non-GAAP Adjusted Interest Expense $ 5.2 $ 6.3 (Excludes non-cash amortization of debt discount of $4.5 million for the Quarter Ended October 28, 2017 and expectation of $4.8 million in Q3-2019) Non-GAAP Adjusted Diluted Earnings per Common $ 0.99 $ 0.80 - $ 1.04 Other income, net $ 5.9 $ 2.0 - $ 2.6 Share (Includes Gain on sales of fixed assets of $6.5 million for the Quarter Ended October 28, 2017 and expectation of $2.8 - $3.4 million in Q3-2019) Non-GAAP Adjusted Effective Income Tax Rate 35.4% 27.6% Non-GAAP Adjusted EBITDA % 12.9% 11.6% - 12.2% (as a % of Adjusted Non-GAAP Income before Taxes) Adjusted Diluted Shares – Non-GAAP 31.9 million 31.8 million See “Regulation G Disclosure” slides 13-21 for a reconciliation of GAAP to Non-GAAP financial measures. 11

Conclusion Firm and strengthening end market opportunities ™ Fiber deployments in contemplation of emerging wireless technologies have begun in many regions of the country. A significant number of project initiations are occurring. ™ Wireless construction activity in support of expanded coverage and capacity is poised to accelerate ™ Telephone companies are deploying FTTH to enable video offerings and 1 gigabit connections. This activity has begun to increase. ™ Cable operators continuing to deploy fiber to small and medium businesses and enterprises. Fiber deep deployments and new build opportunities are increasing. ™ 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 our major customers are committed to multi-year capital spending initiatives and those multi-year initiatives significantly impacted our backlog this quarter 12

Appendix: Regulation G Disclosure 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 used in this presentation as follows: • Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and comparable prior periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. 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, 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 the non-cash amortization of the debt discount and the related tax impact and certain non-recurring items. • Non-GAAP Adjusted Diluted Earnings per Common Share and Non-GAAP Adjusted Diluted Shares - Non-GAAP Adjusted Net Income divided by Non-GAAP Adjusted Diluted Shares outstanding. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Company's 0.75% convertible senior notes due September 2021 (the "Notes") up to an average quarterly share price of $130.43. The measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share excludes dilution from the Notes. Management believes that the calculation of Non-GAAP Adjusted Diluted shares to reflect the note hedge will be useful to investors because it provides insight into the offsetting economic effect of the hedge against potential conversion of the Notes. 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 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 is being amortized over the term of the 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 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. • Tax impact from Tax Reform - During the quarter ended January 27, 2018, the Company recognized an income tax benefit of approximately $32.2 million resulting from tax reform, primarily due to a reduction of net deferred tax liabilities. The Company has excluded this impact because it is a significant change in the U.S. federal corporate tax rate and because the Company believes it is not indicative of the Company’s underlying results or ongoing operations. • Tax impact of excess tax benefits as a result of ASU 2016-09 - ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) became effective for the Company July 30, 2017, the first day of the 2018 transition period, and changed the treatment of windfalls (or shortfalls) arising from the vesting and exercise of share-based awards. Prior to ASU 2016-09, these amounts were recorded as an adjustment to additional paid-in capital. With the adoption of ASU 2016-09, these amounts are now captured in the Company’s provision for income taxes. The Company excluded the impact of approximately $6.9 million of excess tax benefits during the quarter ended January 27, 2018 from its provision for income taxes in its Non-GAAP measures as this amount may vary significantly from period to period and excluding this amount from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results. • Tax impact of adjusted results - The tax impact of adjusted results reflects the Company’s effective tax rate used for financial planning for the applicable period. 13

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenues Unaudited ($ in millions) NON-GAAP ADJUSTMENTS Revenue Growth (Decline)% Revenues from Additional week Non-GAAP - Contract Revenues from storm as a result of our Organic Quarters Ended: Revenues - acquired restoration 52/53 week Contract Non-GAAP - Q2-19 Organic Growth: GAAP businesses services fiscal year (a) Revenues GAAP % Organic % July 28, 2018$ 799.5 $ (9.1) $ (3.8) $ - $ 786.6 2.5% 0.8% July 29, 2017$ 780.2 $ - $ - $ - $ 780.2 Prior Quarters Organic Growth (Decline): April 28, 2018$ 731.4 $ (15.4) $ (14.8) $ - $ 701.1 (7.0)% (10.0)% April 29, 2017$ 786.3 $ (7.1) $ - $ - $ 779.2 January 27, 2018$ 655.1 $ (8.4) $ (19.6) $ - $ 627.1 (6.6)% (10.6)% January 28, 2017$ 701.1 $ - $ - $ - $ 701.1 October 28, 2017$ 756.2 $ (8.6) $ (15.5) $ - $ 732.1 (5.4)% (8.4)% October 29, 2016$ 799.2 $ - $ - $ - $ 799.2 July 29, 2017$ 780.2 $ (19.3) $ - $ - $ 760.9 (1.1)% 4.6% July 30, 2016$ 789.2 $ (5.6) $ - $ (56.0) $ 727.6 April 29, 2017$ 786.3 $ (23.0) $ - $ - $ 763.4 18.3% 14.9% April 23, 2016$ 664.6 $ - $ - $ - $ 664.6 January 28, 2017$ 701.1 $ (13.4) $ - $ - $ 687.7 25.3% 22.9% January 23, 2016$ 559.5 $ - $ - $ - $ 559.5 October 29, 2016$ 799.2 $ (56.6) $ - $ - $ 742.6 21.2% 18.0% October 24, 2015$ 659.3 $ (29.9) $ - $ - $ 629.4 (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. The Q4-16 Non-GAAP adjustment is calculated independently for each comparative period as (i) contract revenues less, (ii) contract 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. 14

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenues – certain customers Unaudited ($ in millions) All customers Top 5 (excluding Total Contract Customers Top 5 Revenues combined* Customers) Verizon Comcast GAAP Contract Revenues Quarter ended July 28, 2018 (Q2-19)$ 799.5 $ 622.4 $ 177.0 $ 147.3 $ 171.2 Quarter ended July 29, 2017 (Q4-17)$ 780.2 $ 590.7 $ 189.5 $ 78.3 $ 153.1 GAAP Contract Revenues - % Changes 2.5% 5.4% (6.6)% 88.1% 11.8% Non-GAAP Adjustments Q2-19 - Revenues from businesses acquired in Q1-19$ (9.1) $ (8.3) $ (0.8) $ - $ (7.9) Q2-19 - Revenues from storm restoration services$ (3.8) $ (3.8) $ - $ - $ - Non-GAAP Organic Contract Revenues Quarter ended July 28, 2018 (Q2-19)$ 786.6 $ 610.3 $ 176.3 $ 147.3 $ 163.3 Quarter ended July 29, 2017 (Q4-17)$ 780.2 $ 590.7 $ 189.5 $ 78.3 $ 153.1 Non-GAAP Organic Contract Revenues - % Changes Organic Contract Revenues % Change 0.8% 3.3% (7.0)% 88.1% 6.7% * Includes Comcast, AT&T, Verizon, CenturyLink, and Charter in both quarters ended July 28, 2018 and July 29, 2017. Note: Amounts above may not add due to rounding. 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. 15

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted EBITDA Unaudited ($ in 000's) Quarter Ended July 28, 2018 July 29, 2017 Q2-19 Q4-17 Reconciliation of net income to Non-GAAP Adjusted EBITDA: Net income $ 29,900 $ 43,708 Interest expense, net 10,446 9,735 Provision for income taxes 11,544 26,127 Depreciation and amortization 44,805 40,244 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 96,695 119,814 Gain on sale of fixed assets (4,909) (6,645) Stock-based compensation expense 6,048 4,874 Non-GAAP Adjusted EBITDA $ 97,834 $ 118,043 Contract revenues $ 799,470 $ 780,188 Non-GAAP Adjusted EBITDA as a % of contract revenues 12.2% 15.1% Note: Amounts above may not add due to rounding. 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. 16

Appendix: Regulation G Disclosure 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) Quarter Ended July 28, 2018 July 29, 2017 Q2-19 Q4-17 Reconciling Adjusted Reconciling Adjusted GAAP Items Non-GAAP GAAP Items Non-GAAP Contract revenues $ 799,470 $ - $ 799,470 $ 780,188 $ - $ 780,188 Cost of earned revenues, excluding depreciation and amortization 642,376 - 642,376 606,898 - 606,898 General and administrative expenses 64,555 - 64,555 59,519 - 59,519 Depreciation and amortization 44,805 - 44,805 40,244 - 40,244 Total 751,736 - 751,736 706,661 - 706,661 Interest expense, net(a) (10,446) 4,750 (5,696) (9,735) 4,499 (5,236) Other income, net 4,156 - 4,156 6,043 - 6,043 Income before income taxes 41,444 4,750 46,194 69,835 4,499 74,334 Provision for income taxes (b) 11,544 1,314 12,858 26,127 1,675 27,802 Net income $ 29,900 $ 3,436 $ 33,336 $ 43,708 $ 2,824 $ 46,532 Diluted earnings per share $ 0.94 $ 0.11 $ 1.05 $ 1.38 $ 0.09 $ 1.47 Shares used in computing Diluted EPS (in 000's) (c): 31,954 (120) 31,834 31,664 31,664 (a) Non-GAAP Adjusted Interest Expense excludes the non-cash amortization of the debt discount associated with the Notes. (b) Adjusted Non-GAAP provision for income taxes excludes the tax related impact of the amortization of the debt discount associated with the Notes (see footnote (a) above). (c) Diluted shares used in computing expected GAAP Diluted Earnings per Common Share includes approximately 0.1 million common shares from the dilutive effect of the Notes based on the average share price during the quarter ended July 28, 2018. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive effect of the Notes based on the expected effect of the note hedge. See the Company's Form 8-K previously filed with the Securities and Exchange Commission on September 28, 2015 for further information regarding the Notes and note hedge. Note: Amounts above may not add due to rounding. 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. 17

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted EBITDA Unaudited ($ in 000's) Trailing 4 Quarter Ended Quarters Ended January 27, 2018 October 28, 2017 July 29, 2017 April 29, 2017 January 27, 2018 Q2-18 Q1-18 Q4-17 Q3-17 Reconciliation of net income to Non-GAAP Adjusted EBITDA: Net income $ 151,339 $ 40,059 $ 28,776 $ 43,708 $ 38,796 Interest expense, net 38,677 9,853 9,707 9,735 9,382 Provision (benefit) for income taxes 26,592 (37,888) 15,603 26,127 22,750 Depreciation and amortization 162,707 42,401 42,651 40,244 37,411 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 379,315 54,425 96,737 119,814 108,339 Gain on sale of fixed assets (18,910) (722) (6,495) (6,645) (5,048) Stock-based compensation expense 23,066 5,897 7,380 4,874 4,915 Non-GAAP Adjusted EBITDA $ 383,471 $ 59,600 $ 97,622 $ 118,043 $ 108,206 Contract revenues $ 2,977,874 $ 655,133 $ 756,215 $ 780,188 $ 786,338 Non-GAAP Adjusted EBITDA as a % of contract revenues 12.9% 9.1% 12.9% 15.1% 13.8% Note: Amounts above may not add due to rounding. 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. 18

Appendix: Regulation G Disclosure 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) Quarter Ended Trailing 4 Quarters January 27, 2018 October 28, 2017 July 29, 2017 April 29, 2017 Ended January 27, 2018 Q2-18 Q1-18 Q4-17 Q3-17 Reconciling Adjusted Reconciling Adjusted Reconciling Adjusted Reconciling Adjusted Reconciling Adjusted GAAP Item Non-GAAP GAAP Item Non-GAAP GAAP Item Non-GAAP GAAP Item Non-GAAP GAAP Item Non-GAAP Contract revenues $ 2,977,874 $ - $ 2,977,874 $ 655,133 $ - $ 655,133 $ 756,215 $ - $ 756,215 $ 780,188 $ - $ 780,188 $ 786,338 $ - $ 786,338 Cost of earned revenues, excluding depreciation and amortization 2,369,853 - 2,369,853 540,633 - 540,633 600,847 - 600,847 606,898 - 606,898 621,475 - 621,475 General and administrative expenses 245,768 - 245,768 60,370 - 60,370 64,562 - 64,562 59,519 - 59,519 61,317 - 61,317 Depreciation and amortization (a) 162,707 - 162,707 42,401 - 42,401 42,651 - 42,651 40,244 - 40,244 37,411 - 37,411 Total 2,778,328 - 2,778,328 643,404 - 643,404 708,060 - 708,060 706,661 - 706,661 720,203 - 720,203 Interest expense, net (b) (38,677) 18,094 (20,583) (9,853) 4,623 (5,230) (9,707) 4,547 (5,160) (9,735) 4,499 (5,236) (9,382) 4,425 (4,957) Other income, net 17,062 - 17,062 295 - 295 5,931 - 5,931 6,043 - 6,043 4,793 - 4,793 Income before income taxes 177,931 18,094 196,025 2,171 4,623 6,794 44,379 4,547 48,926 69,835 4,499 74,334 61,546 4,425 65,971 (Benefit) Provision for income taxes (c) 26,592 45,965 72,557 (37,888) 40,918 3,030 15,603 1,728 17,331 26,127 1,675 27,802 22,750 1,644 24,394 Net income $ 151,339 $ (27,871) $ 123,468 $ 40,059 $ (36,295) $ 3,764 $ 28,776 $ 2,819 $ 31,595 $ 43,708 $ 2,824 $ 46,532 $ 38,796 $ 2,781 $ 41,577 Diluted earnings per share $ 4.74 $ (0.86) $ 3.88 $ 1.24 $ (1.12) $ 0.12 $ 0.90 $ 0.09 $ 0.99 $ 1.38 $ 0.09 $ 1.47 $ 1.22 $ 0.09 $ 1.30 Shares used in computing Diluted EPS (in 000's) (d): 31,921 (109) 31,812 32,218 (435) 31,784 31,892 - 31,892 31,664 - 31,664 31,910 - 31,910 (a) Amounts include amortization of $6.2 million in Q3-17, $6.3 million in Q4-17, $6.3 million in Q1-18 and $5.8 million in Q2-18, altogether $24.6 million for the 4 Quarters Ended January 27, 2018. (b) Non-GAAP Adjusted Interest Expense excludes the non-cash amortization of the debt discount associated with the Notes. (c) For both the Trailing 4 Quarters Ended January 27, 2018 and the quarter ended January 27, 2018, Adjusted Non-GAAP provision for income taxes excludes: (i) an income tax benefit of $32.2 million resulting from tax reform, primarily due to the re-measurement of the Company's net deferred tax liabilities at a lower U.S. federal corporate income tax rate; (ii) an income tax benefit of $6.9 million from the vesting and exercise of share-based awards in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"); and (iii) the tax related impact of the debt discount associated with the Notes (see footnote (b) above). (d) Shares used in computing Diluted earnings per share for the Trailing 4 Quarters Ended January 27, 2018 is equal to the average diluted shares outstanding in the four trailing quarters. For the quarter ended January 27, 2018, diluted shares used in computing expected GAAP Diluted Earnings per Common Share includes approximately 0.4 million common shares from the dilutive effect of the Notes based on the average share price during the quarter ended January 27, 2018. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive effect of the Notes based on the expected effect of the note hedge. See the Company's Form 8-K previously filed with the Securities and Exchange Commission on September 28, 2015 for further information regarding the Notes and note hedge. Note: Amounts above may not add due to rounding. 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. 19

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Outlook – Non-GAAP Diluted Earnings per Common Share Unaudited Quarter Ending October 27, 2018 Fiscal 2019 (a) (Q3-19) (a) Diluted earnings per common share – GAAP $2.17 - $2.62 $0.69 - $0.93 Adjustment for addback of after-tax non-cash amortization of debt discount and dilutive share effect of Notes (b)(c) 0.45 0.11 Non-GAAP Adjusted Diluted Earnings per Common Share $2.62 - $3.07 $0.80 - $1.04 Diluted shares (in millions) (c) 32.0 31.8 Adjustment for economic benefit of note hedge related to Notes (in millions) (c) (0.2) - Non-GAAP Adjusted Diluted Shares (in millions) (c) 31.8 31.8 (a) The tax effects of future vestings and exercises of share-based awards are excluded from both Diluted earnings per common share - GAAP and Non-GAAP Adjusted Diluted Earnings per Common Share. (b) The Company expects to recognize approximately $19.1 million and $4.8 million in pre-tax interest expense during fiscal 2019 and the quarter ending October 27, 2018, respectively, for the non-cash amortization of the debt discount associated with the Notes. The addback for fiscal 2019 also includes approximately $0.01 per share for the Non-GAAP impact of the dilutive share effect of the Notes. (c) Actual GAAP diluted shares will include any applicable dilutive effect of the Notes based on the average share price during the respective period. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly price of $130.43 per share. Accordingly, for Non-GAAP Adjusted Diluted Earnings per Common Share calculations, the Company expects to present results per share that exclude the dilutive share effect of the Notes, if any, based on the expected effect of the note hedge. Note: Amounts above may not add due to rounding. 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 20 Non-GAAP Measures on slide 13.

Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Reconciliation of Net Income to Non-GAAP Adjusted EBITDA based on the Midpoint of Earnings per Common Share ("EPS") Guidance Unaudited ($ in millions) Guidance Quarter Ending Guidance October 27, 2018 Fiscal 2019 (Q3-19) (at midpoint of EPS guidance) Net income $ 77 $ 26 Interest expense, net 43 11 Provision for income taxes 29 10 Depreciation and amortization 179 45 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 327 92 Gain on sale of fixed assets (17) (3) Stock-based compensation expense 24 7 Non-GAAP Adjusted EBITDA $ 334 $ 96 Contract revenues (at midpoint of guidance) $ 3,060 $ 810 Non-GAAP Adjusted EBITDA % of contract revenues (at midpoint of guidance) 10.9% 11.9% Note: Amounts above may not add due to rounding. 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 21 Non-GAAP Measures on slide 13.

2nd Quarter Fiscal 2019 August 29, 2018 Results Conference Call