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): December 3, 2019

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,	FL	33408
	(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 627-7171

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.33 1/3 per share	DY	New York Stock Exchange

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).

☐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 7.01 Regulation FD Disclosure.

On December 3, 2019, Dycom Industries, Inc. (the “Company”) posted presentation materials under Events & Presentations on the Investor Center section of the Company's website at https://ir.dycomind.com. Members of the Company’s management may use all or portions of these materials from time to time in meetings with or when making presentations to the investment community, current or potential stakeholders, and others. The presentation materials are furnished herewith as Exhibits 99.1 and 99.2 and will be available at https://ir.dycomind.com until Friday, January 3, 2020.

The information in the preceding paragraph, 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 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Dycom Industries, Inc. Investor Presentation December 2019
99.2	Reconciliation of Non-GAAP financial measures included in investor presentation

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: December 3, 2019

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Ryan F. Urness
Name:	Ryan F. Urness
Title:	Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1 Investor Presentation December 2019

Important Information Caution Concerning Forward-Looking Statements 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2019 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. Non-GAAP Financial Measures This presentation includes certain “Non-GAAP” financial measures as defined by Regulation G of the SEC. As required by the SEC, an explanation of the Non-GAAP financial measures and a reconciliation of those measures to the most directly comparable GAAP financial measures are provided in the Company’s Form 8-K filed with the SEC on November 26, 2019 and on the Company’s Investor Center website at https://ir.dycomind.com. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. 2

Dycom Overview Leading supplier of specialty contracting services to telecommunication providers Operates throughout the continental United States Nationwide footprint with 44 operating subsidiaries and over 15,000 employees Strong revenue base, customer relationships and profitable results Contract revenues of $884.1 million for Q3 2020, compared to $848.2 million for Q3 2019 Non-GAAP Adjusted EBITDA for Q3 2020 of $91.7 million, or 10.4% of contract revenues, compared to $98.6 million, or 11.6% of contract revenues, for Q3 2019 Non-GAAP Adjusted Diluted EPS of $0.88 per share for Q3 2020, compared to $0.98 per share for Q3 2019 Solid financial profile Solid liquidity of $219.6 million at the end of Q3 2020 consisting of availability under Senior Credit Facility and cash on hand $103.0 million in outstanding revolver borrowings at the end of Q3 2020 3

Strong Secular Trend North America Internet Protocol Traffic vs. GDP Growth Data Usage Growth & Broadband Speeds 10% 70,000 Weighted Average Data Provisioned Speed Tiers of Consumed per Month Broadband Subscribers 8% 60,000 6% 4% 50,000 c ) i e f h f g t a n n r a o 2% T h P M C 40,000 I r P a e c D i p r G 0% s e e y l t m r y e A 30,000 b t r a (2)% h t t a r e u o P Q ( N (4)% 20,000 (6)% 10,000 (8)% (10)% - 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 Sources: U.S. Telecom, The Broadband Association; Cisco Visual Networking Index; U.S. National Bureau of Economic Analysis Source: OpenVault Broadband Industry Report 3Q 2019 Strong and stable growth in IP traffic even in times of GDP The average subscriber now consumes 275+ GB per month, decline an increase of 20% from Q3 2018 Telecommunications networks fundamental to economic Over half of these subscribers are provisioned at speeds of progress 100+ Mbps IP traffic in North America will reach 108.4 EB per month by 2022, Increasing consumer demand for bandwidth continues to “ growing at a CAGR of 21 percent. drive fiber deployments by telecom providers - Cisco Visual Networking Index: Forecast and Trends, 4 2017–2022 White” Paper - February 2019

Industry Update Industry increasing network bandwidth dramatically Major industry participants constructing or upgrading significant wireline networks generally designed to provision 1 gigabit network speeds directly to consumers or wirelessly using 5G technologies Wireline deployments are the foundational element of what is expected to be a decades long deployment of fully converged wireless/wireline networks that will enable high bandwidth, low latency 5G applications Industry effort required to deploy these converged networks continues to meaningfully broaden our set of opportunities Dycom’s competitively unparalleled scale and financial strength position it well to deliver valuable services to its customers Currently providing services for 1 gigabit full deployments and converged wireless/wireline multi-use network deployments across the country in dozens of metropolitan areas to several customers Customers are pursuing multi-year initiatives that are being planned and managed on a market by market basis Dycom’s ability to provide integrated planning, engineering and design, procurement and construction and maintenance services is of particular value to several industry participants 5

Industry Drivers Firm and strengthening end market opportunities Fiber deployments enabling new wireless technologies are underway in many regions of the country Wireless construction activity in support of expanded coverage and capacity has begun to accelerate through the deployment of enhanced macro cells and new small cells Recently completed or have begun work associated with over 1,800 5G small cell sites across 10 states Telephone companies are deploying FTTH to enable 1 gigabit high speed connections Cable operators are deploying fiber to small and medium businesses and enterprises; Fiber deep deployments and new build opportunities are underway Dramatically increased speeds to consumers are being provisioned and consumer data usage is growing Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of Dycom’s maintenance and operations business Dycom is increasingly providing integrated planning, engineering and design, procurement and construction and maintenance services for wired and converged wireless/wireline networks Encouraged that Dycom’s major customers are committed to multi-year capital spending initiatives 6

Key Driver: High Bandwidth Deployments Companies deploying fiber to the home, fiber to the node, and fiber to the building technologies to enable and 1 gigabit connections Data transmission speeds dramatically increasing CenturyLink Verizon 155 ) s d n a 150 s u o h t 145 n i ( s g 140 n i d l i u B 135 t e N - 130 n O 125 Q4-19 Q1-20 Q2-20 Q3-20 Source: CenturyLink transcripts. Totals are estimates based on current year additions. Source: Verizon Nov 2017 Analyst Presentation As I mentioned last quarter, we added 4,500 new fiber-fed buildings to our As you said, we turned on our first 5G Home market in Chicago last month. on-net footprint in the first quarter of 2019. We continued that focus in the And so that's coming along as expected as well, and we're very optimistic “ second quarter, with the addition of approximately 5,000 new fiber-fed “ about the ramping of 5G Home as we get into 2020 and beyond. So the buildings. For contrast, Level 3 used to add something closer to 500 network build, going great. We're seeing the performance we expected. And buildings per quarter, so I want to emphasize expanding our fiber footprint now it's just a case of ramping up the speed as we go forward. is a major area of focus for us…Fiber beats twisted-pair copper, it beats hybrid fiber-coax, and it beats wireless, whether that's 5G or not. Fiber wins. - Matthew D. Ellis, CFO & EVP It's highly flexible in increasing speeds, it is secure, and really is the basis for ” Verizon Communications, Inc. – November 2019 all the other competing technologies. - Jeff Storey, CEO 7 ” CenturyLink, Inc. – August 2019

Key Driver: 5G Deployment Growth in Number of Small Cells Wireless carriers are increasing 4G capacity and augmenting 4G 900,000 with new 5G technologies creating growth opportunities in the near to intermediate term 800,000 700,000 Number of small cells are predicted to hit 800,000 by 2026; 600,000 hundreds of thousands of small cells will need to be deployed in the next few years to meet growing demands 500,000 400,000 Emerging wireless technologies driving significant wireline 300,000 deployments 200,000 Wireline deployments are the foundational element of what is 100,000 expected to be a decades long deployment of fully converged 0 wireless/wireline networks that will enable high bandwidth, low 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 latency 5G applications Source: CTIA State of Wireless 2018 report. Chart assumes constant average growth rate between 2018 and 2026. It's the fiber itself. So every small cell node is connected to two strands of fiber, one coming from a network hub to the small cell and one coming from the small cell back to the network hub. That fiber is where the vast majority of the capital is in building out a small cell deployment. About 80% of our capital is in small – is in the fiber “ portion. And what that is, is digging up streets to bury the fiber and put it back together. It's not the actual strands of fiber itself that's expensive. It's the labor that goes into tearing up the streets and putting them back together. - Daniel K Schlanger, CFO & SVP ” Crown Castle International Corp. – November 2019 8

Key Driver: Fiber to Businesses Revenue earned by Comcast and Charter from Business Services totaled $14 Billion8 of an Addressable Market of $80 billion s $60 n o i l l i B $50 $ $50 $40 Q3-19 TTM Revenue $30 From Business Services $30 Addressable Market $20 $10 $7.6 $6.4 $- Source: Comcast and Charter press releases and transcripts Second thing, in terms of Business Services, yes, it's a really important part of our So SMB is dramatically lower than our residential penetration rates and so I growth. And has been and will continue to be, we're generating almost $8 billion think there's a long runway for growth. Enterprise penetration or market share is “ in annualized margin-accretive revenue. And the addressable market now is “ even less than that, think, about low-double digit percentage. So I think the about $50 billion, when you include new product opportunities. Everything from growth rate potential for both of those is both good and long and I think it'll be Wi-Fi, security cameras, cell backup, SD-WAN, so you add up all those things. a good run for us for some time. For those products, it's still early innings on that. So we're going to continue to be very focused on this opportunity. - Christopher Winfrey, CFO Charter” Communications, Inc. – September 2019 ” - David N. Watson, President and CEO 9 Comcast – October 2019

Intensely Focused on Telecommunications Market Complete Lifecycle Services Crucial to Customers’ Success INSTALLATION MAINTENANCE Wireline Wireless PROCUREMENT PROGRAM CONSTRUCTION MANAGEMENT ENGINEERING & DESIGN Q3 2020 Revenue by Customer Type: 90.3% 6.3% 3.4% Telecommunications Underground Electric/Gas Locating Utilities & Other Dycom is well-positioned to benefit from future growth opportunities 10

Local Credibility, National Capability Operating Subsidiaries

Well Established Customers Top 5 Customers Q3 2020 Organic growth: 4.7% 3.4% 9.6% Top 5 customers represented 77.3% and 78.4% of contract Total Customers Top 5 Customers All Other Customers revenues in Q3 2020 and Q3 2019, respectively Q3 2020 % of contract revenues from remaining Top 10 customers: 4.6% 38.6% 43.2% 3.0% 1.6% 1.2% 1.1% 0.9% Verizon CenturyLink Windstream Charter Frontier Dominion Energy TDS Telecom NiSource 12

Durable Customer Relationships 6 s e u n e v e R t c a r t n o C r e m o t s u C 6 s e u n e v e R t c a r t n o C r e m o t s u C 13

Anchored by Long-Term Agreements Revenue by Contract Type for Fiscal Q3 2020 Backlog3 Master Service Agreements 68.2% 19.4% 12.5% Short-term contracts Long-term contracts Dycom is party to hundreds of MSA’s and other agreements with customers that extend for periods of one or more years Generally multiple agreements maintained with each customer Master Service Agreements (MSA’s) are multi-year, multi-million dollar arrangements covering thousands of individual work orders generally with exclusive requirements; majority of contracts are based on units of delivery Backlog at $6.349 billion as of Q3 2020 14

10+ Years of Robust Cash Flow Generation $2,150 million $2,150 million Net Increase in Cash $106 Share Strong operating cash flow of Other Cash Flow Repurchases $724 $447 $1.425 billion over 10+ years Business Prudent approach to capital allocation: Acquisitions $618 $447 million invested in share repurchases $618 million invested in business acquisitions Cash Flow from $979 million in cap-ex, net of disposals, or Operations $1,425 approximately 46% of allocation Cap-Ex, net $979 Sources of Cash Uses of Cash Fiscal 2009 – Fiscal 2019 Robust cash flow generation and prudent capital allocation provide strong foundation for returns 15

Financial Update

Financial Overview Strong market opportunities Contract revenues of $884.1 million for Q3 2020, compared to $848.2 million for Q3 2019 Non-GAAP Adjusted EBITDA for Q3 2020 of $91.7 million, or 10.4% of contract revenues, compared to $98.6 million, or 11.6% of contract revenues, for Q3 2019 Non-GAAP Adjusted Diluted EPS of $0.88 per share for Q3 2020, compared to $0.98 per share for Q3 2019 Solid financial profile Cash flows and borrowings support scale of operations Solid liquidity of $219.6 million at the end of Q3 2020 consisting of availability under Senior Credit Facility and cash on hand $103.0 million in outstanding revolver borrowings at the end of Q3 2020 Sound credit metrics and no near term debt maturities Capital structure designed to produce strong returns $150.0 million authorized for share repurchases through February 2020 as of Q3 2020 17

Contract Revenue Trend Annual Growth in Contract Revenues Quarterly Contract Revenues Annual Organic Revenue Trend1 Quarterly Organic Revenue Trend1 18

Earnings Non-GAAP Adjusted EBITDA Quarterly Non-GAAP Adjusted EBITDA Non-GAAP Adjusted Diluted EPS Quarterly Non-GAAP Adjusted Diluted EPS 19

Liquidity Overview Cash Flow from Operating Activities Balance sheet reflects the strength of our business Cash flow and borrowings used to support organic growth and capital expenditures during Q3 2020 Liquidity of $219.6 million at October 26, 2019 consisting of availability under Senior Credit Facility and cash on hand5 DSO increase attributable to growth on large customer program Capital expenditures, net of disposals for fiscal 2020 anticipated at $110 - $120 million 20

Capital Allocated to Maximize Returns Dycom is committed to maximizing long term returns through prudent capital allocation Invest in Pursue Complementary Share Organic Growth Acquisitions Repurchases Leverage our scale and expertise to Selectively acquire businesses that Repurchased 23.9 million shares for expand margins through best practices complement our existing footprint and approximately $658 million since fiscal enhance our customer relationships 2006 Acquisitions have further strengthened $150.0 million authorization available Dycom’s customer base, geographic for share repurchases through February scope, and technical service offerings 2020 21

Questions and Answers 22

Selected Information from Q3 2020 Dycom Results Conference Call Materials The following slides 24 & 25 were used on November 26, 2019 in connection with the Company’s conference call for its fiscal 2020 third quarter results and are included for your convenience. Reference is made to slide 2 titled “Important Information” with respect to these slides. The information and statements contained in slides 24 & 25 that are forward-looking are based on information that was available at the time the slides were initially prepared and/or management’s good faith belief at that time with respect to future events. Except as required by law, the Company may not update forward-looking statements even though its situation may change in the future. For a full copy of the conference call materials, including the conference call transcript, see the Company’s Form 8-Ks filed with the Securities and Exchange Commission on November 26, 2019.

Outlook for Quarter Ending January 25, 2020 (Q4 2020) The projections on this slide were provided on November 26, 2019 in connection with the Company’s conference call regarding its fiscal 2020 third quarter results. This information is provided for your reference only and should not be interpreted as a reiteration of these projections by the Company at any time after the date originally provided. The Company undertakes no obligation to revise these projections to reflect any future events or circumstances. $ MillionsQ1 (except 2020 per Outlookshare amounts) Outlook Outlook Q4 2019 Q4 2020 Q4 2019 Q4 2020 Contract revenues $748.6 $700 - $740 Depreciation $40.5 $41.2 - $42.0 GAAP Diluted Earnings (Loss) per Common $(0.38) $(0.27) - $(0.10) Amortization $5.4 $5.2 Share Non-GAAP Stock-Based Compensation $3.8 $1.8 - $2.6 (Included in General & Administrative Expense) Non-GAAP Adjusted Diluted Earnings (Loss) $0.10 $(0.15) - $0.02 Non-GAAP Adjusted Interest Expense $7.6 $7.9 - $8.0 per Common Share (Excludes non-cash amortization of debt discount of $4.9 for Q4 2019 & expectation of $5.2 for Q4 2020) Non-GAAP Adjusted EBITDA % 8.0% Non-GAAP Other income, net $1.2 $0.1 - $0.6 of contract revenues Adjusted EBITDA % (Includes Gain on sales of fixed assets of $2.2 for decreases from Q4 Q4 2019 and expectation of $1.0 - $1.5 for Q4 2020) 2019 Non-GAAP Adjusted Effective Income Tax Rate 32.2% 27.5% (as a % of Non-GAAP Adjusted Income before Taxes) Non-GAAP Adjusted Diluted Shares 31.8 million 31.5 - 31.8 million7 24

Looking Ahead to the Quarter Ending April 25, 2020 (Q1 2021) The projections on this slide were provided on November 26, 2019 in connection with the Company’s conference call regarding its fiscal 2020 third quarter results. This information is provided for your reference only and should not be interpreted as a reiteration of these projections by the Company at any time after the date originally provided. The Company undertakes no obligation to revise these projections to reflect any future events or circumstances. $ MillionsQ1 (except 2020 per Outlookshare amounts) Outlook Outlook Q1 2020 Q1 2021 Q1 2020 Q1 2021 Contract revenues $833.7 Total revenue Depreciation $41.0 $41.6 - $42.4 decreases low- to Amortization $5.3 $5.0 mid-single digits as a % of revenue Stock-based compensation $3.5 $2.3 - $3.5 compared to Q1 (Included in General & Administrative Expense) 2020 Non-GAAP Adjusted Interest Expense $7.3 $7.6 - $7.7 (Excludes non-cash amortization of debt discount of $4.9 for Q1 2020 & expectation of $5.2 for Q1 2021) Non-GAAP Adjusted EBITDA % 8.8% Non-GAAP Other income, net $5.7 $2.5 - $3.0 of contract revenues Adjusted EBITDA % (Includes Gain on sales of fixed assets of $6.7 for in-line with Q1 2020 Q1 2020 and expectation of $3.6 - $4.1 for Q1 2021) Non-GAAP Adjusted Effective Income Tax Rate 27.2% 27.5% (as a % of Non-GAAP Adjusted Income before Taxes) Non-GAAP Adjusted Diluted Shares 31.8 million 31.9 million 25

Notes 1) Organic growth (decline) % adjusted for revenues from acquired businesses and storm restoration services, when applicable. 2) Due to the change in the Company’s fiscal year end, the Company’s fiscal 2018 six month transition period consisted of Q1 2018 and Q2 2018. Amounts provided for the 4 Quarters Ended Jan. 2018 represent the aggregate of Q3 2017, Q4 2017, Q1 2018 and Q2 2018 for comparative purposes to other twelve month periods presented. 3) 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. 4) The Company had $52.3 million of standby letters of credit outstanding under the Senior Credit Facility at both October 26, 2019 and July 27, 2019. 5) As of both October 26, 2019 and July 27, 2019, Total Liquidity represents the sum of the Availability on Revolving Facility and cash and equivalents. 6) For comparison purposes, revenues from Charter Communications, Inc., Time Warner Cable Inc., and Bright House Networks, LLC have been combined for periods prior to their May 2016 merger. Revenues from Verizon Communications Inc. and XO Communications LLC’s fiber-optic network business have also been combined for periods prior to their February 2017 merger. Revenues from CenturyLink, Inc. and Level 3 Communications, Inc. have been combined prior to their November 2017 merger. 7) GAAP diluted loss per common share and Non-GAAP Adjusted Diluted Loss per Common Share for the quarter ending January 25, 2020 is calculated using 31.5 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Earnings per Common Share for the quarter ending January 25, 2020 is calculated using 31.8 million shares. 8) For the trailing twelve months (“TTM”) ended Sep 30, 2019. 26

EX-99.2

Exhibit 99.2

Dycom Industries, Inc.

Non-GAAP Reconciliations

Investor Presentation

December 2019

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 also reports 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 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 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, 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 (loss) 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 (loss) before loss on debt extinguishment, the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, 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 hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of 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 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 debt discount on Notes - 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.

• 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 it 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.

• Non-cash charge for accounts receivable and contract assets - During the quarter ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. The Company excludes the impact

2

of this non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• Impact on stock-based compensation expense from non-cash charge for accounts receivable and contract assets - The Company excludes the impact on stock-based compensation expense from the non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• Recovery of previously reserved accounts receivable and contract assets - During the quarter ended April 27, 2019, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets in the first quarter based on collections from a customer. The Company excludes the impact of this recovery from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results.

• Q1-20 charge for warranty costs - During the quarter ended April 27, 2019, the Company recorded an $8.2 million pre-tax charge for estimated warranty costs for work performed for a customer in prior periods. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

• 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 the Tax Cuts and Jobs Act of 2017 (“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 previous tax year filing - During the quarter ended July 27, 2019, the Company recognized an income tax expense of $1.1 million on a previous tax year filing. The Company has excluded this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

• Tax impact of the vesting and exercise of share-based awards - The Company excludes certain tax impacts resulting from the vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

• Tax impact of pre-tax adjustments - The tax impact of pre-tax adjustments reflects the Company’s estimated tax impact of specific adjustments and the effective tax rate used for financial planning for the applicable period.

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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Quarterly Non-GAAP Organic Contract Revenues
Unaudited
(Dollars in millions)
	Contract Revenues - GAAP		Revenues from acquired businesses1			Revenues from storm restoration services			Non-GAAP - Organic Revenues		Growth (Decline)%
Quarter Ended											GAAP %		Non-GAAP - Organic %
October 26, 2019 (Q3-20)	$	884.1	$	—		$	—		$	884.1	4.2	%	4.7	%
October 27, 2018 (Q3-19)	$	848.2	$	—		$	(3.9	)	$	844.4
July 27, 2019 (Q2-20)	$	884.2	$	—		$	—		$	884.2	10.6	%	11.1	%
July 28, 2018 (Q2-19)	$	799.5	$	—		$	(3.8	)	$	795.7
April 27, 2019 (Q1-20)	$	833.7	$	(6.1	)	$	(4.7	)	$	822.9	14.0	%	15.8	%
April 28, 2018 (Q1-19)	$	731.4	$	(5.8	)	$	(14.8	)	$	710.7
January 26, 2019 (Q4-19)	$	748.6	$	(5.9	)	$	(20.4	)	$	722.3	14.3	%	13.7	%
January 27, 2018 (Q2-18)	$	655.1	$	—		$	(19.8	)	$	635.3
October 27, 2018 (Q3-19)	$	848.2	$	(8.8	)	$	(3.9	)	$	835.6	12.2	%	12.9	%
October 28, 2017 (Q1-18)	$	756.2	$	—		$	(15.9	)	$	740.3
July 28, 2018 (Q2-19)	$	799.5	$	(9.1	)	$	(3.8	)	$	786.6	2.5	%	0.8	%
July 29, 2017 (Q4-17)	$	780.2	$	—		$	—		$	780.2
April 28, 2018 (Q1-19)	$	731.4	$	(15.4	)	$	(14.8	)	$	701.1	(7.0	)%	(10.0	)%
April 29, 2017 (Q3-17)	$	786.3	$	(7.1	)	$	—		$	779.2
January 27, 2018 (Q2-18)	$	655.1	$	(8.4	)	$	(19.6	)	$	627.1	(6.6	)%	(10.6	)%
January 28, 2017 (Q2-17)	$	701.1	$	—		$	—		$	701.1

Note: Amounts above may not add due to rounding.

4

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Annual Non-GAAP Organic Contract Revenues
Unaudited
(Dollars in millions)
	Contract Revenues - GAAP		Revenues from acquired businesses1			Revenues from storm restoration services			Additional week as a result of our 52/53 week fiscal year2			Non-GAAP - Organic Revenues		Growth (Decline)%
Four Quarters Ended														GAAP %		Non-GAAP - Organic %
January 26, 2019 (FY2019)	$	3,127.7	$	(69.9	)	$	(42.9	)	$	—		$	3,014.9	5.0	%	3.6	%
January 27, 20183	$	2,977.9	$	(32.3	)	$	(35.1	)	$	—		$	2,910.5
January 27, 20183	$	2,977.9	$	(87.3	)	$	(35.1	)	$	—		$	2,855.5	0.8	%	(0.2	)%
January 28, 20173	$	2,954.2	$	(37.3	)	$	—		$	(56.0	)	$	2,860.9
July 29, 2017 (FY2017)	$	3,066.9	$	(214.9	)	$	—		$	—		$	2,852.0	14.8	%	14.1	%
July 30, 2016 (FY2016)	$	2,672.5	$	(119.8	)	$	—		$	(53.5	)	$	2,499.2
July 30, 2016 (FY2016)	$	2,672.5	$	(159.0	)	$	—		$	(52.9	)	$	2,460.7	32.2	%	22.7	%
July 25, 2015 (FY2015)	$	2,022.3	$	(17.7	)	$	—		$	—		$	2,004.7
July 25, 2015 (FY2015)	$	2,022.3	$	(40.4	)	$	—		$	—		$	1,982.0	11.6	%	9.6	%
July 26, 2014 (FY2014)	$	1,811.6	$	(2.8	)	$	—		$	—		$	1,808.8
July 26, 2014 (FY2014)	$	1,811.6	$	(499.3	)	$	—		$	—		$	1,312.3	12.6	%	4.7	%
July 27, 2013 (FY2013)	$	1,608.6	$	(337.9	)	$	(16.7	)	$	—		$	1,254.0

Note: Amounts above may not add due to rounding.

5

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Organic Contract Revenues - Certain Customers
Unaudited
(Dollars in millions)
	Contract Revenues - GAAP		Revenues from acquired businesses1		Revenues from storm restoration services			Non-GAAP - Organic Revenues		Growth (Decline)%
Quarter Ended										GAAP %		Non-GAAP - Organic %
Verizon
October 26, 2019 (Q3-20)	$	182.1	$	—	$	—		$	182.1	4.6	%	4.6	%
October 27, 2018 (Q3-19)	$	174.1	$	—	$	—		$	174.0
CenturyLink
October 26, 2019 (Q3-20)	$	164.1	$	—	$	—		$	164.1	38.2	%	38.6	%
October 27, 2018 (Q3-19)	$	118.8	$	—	$	(0.3	)	$	118.4
Windstream
October 26, 2019 (Q3-20)	$	42.7	$	—	$	—		$	42.7	37.3	%	43.2	%
October 27, 2018 (Q3-19)	$	31.1	$	—	$	(1.3	)	$	29.8
Top 5 Customers4
October 26, 2019 (Q3-20)	$	683.2	$	—	$	—		$	683.2	2.8	%	3.4	%
October 27, 2018 (Q3-19)	$	664.9	$	—	$	(3.8	)	$	661.0
All Other Customers (excluding Top 5 Customers)
October 26, 2019 (Q3-20)	$	200.9	$	—	$	—		$	200.9	9.6	%	9.6	%
October 27, 2018 (Q3-19)	$	183.4	$	—	$	(0.1	)	$	183.3

Note: Amounts above may not add due to rounding.

6

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Quarterly Non-GAAP Adjusted EBITDA
Unaudited
(Dollars in millions)
	Q2-18			Q1-19			Q2-19			Q3-19			Q4-19			Q1-20			Q2-20			Q3-20
	Ended			Ended			Ended			Ended			Ended			Ended			Ended			Ended
	1/27/18			4/28/18			7/28/18			10/27/18			1/26/19			4/27/19			7/27/19			10/26/19
Net income (loss)	$	40.1		$	17.2		$	29.9		$	27.8		$	(12.1	)	$	14.3		$	29.9		$	24.2
Interest expense, net	9.9			10.2			10.4			11.3			12.4			12.2			12.9			13.1
Provision (benefit) for income taxes	(37.9		)	6.5			11.5			10.5			(3.3		)	6.2			12.7			6.6
Depreciation and amortization	42.4			43.4			44.8			45.5			45.9			46.3			47.2			47.4
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	54.4			77.2			96.7			95.1			43.0			79.1			102.7			91.3
Gain on sale of fixed assets	(0.7		)	(8.4		)	(4.9		)	(3.9		)	(2.2		)	(6.7		)	(4.8		)	(2.2		)
Stock-based compensation expense	5.9			4.9			6.0			7.4			1.9			3.5			2.3			2.7
Charge for (recovery of) accounts receivable and contract assets	—			—			—			—			17.2			(10.3		)	—			—
Charge for warranty costs	—			—			—			—			—			8.2			—			—
Non-GAAP Adjusted EBITDA	$	59.6		$	73.7		$	97.8		$	98.6		$	59.8		$	73.6		$	100.2		$	91.7
Contract revenues	$	655.1		$	731.4		$	799.5		$	848.2		$	748.6		$	833.7		$	884.2		$	884.1
Non-GAAP Adjusted EBITDA % of contract revenues	9.1		%	10.1		%	12.2		%	11.6		%	8.0		%	8.8		%	11.3		%	10.4		%

Note: Amounts above may not add due to rounding.

7

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Annual Non-GAAP Adjusted EBITDA
Unaudited
(Dollars in millions)
	FY2014			FY2015			FY2016			FY2017			4 Qtrs.			FY2019
	Ended			Ended			Ended			Ended			Ended			Ended
	7/26/14			7/25/15			7/30/16			7/29/17			1/27/183			1/26/19
Net income	$	40.0		$	84.3		$	128.7		$	157.2		$	151.3		$	62.9
Interest expense, net	26.8			27.0			34.7			37.4			38.7			44.4
Provision for income taxes	26.3			51.3			77.6			93.2			26.6			25.1
Depreciation and amortization	92.8			96.0			124.9			147.9			162.7			179.6
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	185.9			258.7			366.0			435.7			379.3			312.0
Gain on sale of fixed assets	(10.7		)	(7.1		)	(9.8		)	(14.9		)	(18.9		)	(19.4		)
Stock-based compensation expense	12.6			13.9			16.9			20.8			23.1			20.2
Charges for settlement of wage and hour litigation	0.6			—			—			—			—			—
Acquisition related costs	—			—			0.7			—			—			—
Loss on debt extinguishment	—			—			16.3			—			—			—
Charge for accounts receivable and contract assets	—			—			—			—			—			17.2
Non-GAAP Adjusted EBITDA	$	188.4		$	265.5		$	390.0		$	441.6		$	383.5		$	330.0
Contract revenues	$	1,811.6		$	2,022.3		$	2,672.5		$	3,066.9		$	2,977.9		$	3,127.7
Non-GAAP Adjusted EBITDA % of contract revenues	10.4		%	13.1		%	14.6		%	14.4		%	12.9		%	10.5		%

Note: Amounts above may not add due to rounding.

8

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Quarterly Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
(Dollars and shares in millions, except per share amounts)
	Q2-18			Q1-19			Q2-19			Q3-19		Q4-19			Q1-20			Q2-20		Q3-20
	Ended			Ended			Ended			Ended		Ended			Ended			Ended		Ended
	1/27/18			4/28/18			7/28/18			10/27/18		1/26/19			4/27/19			7/27/19		10/26/19
Net income (loss)	$	40.1		$	17.2		$	29.9		$	27.8	$	(12.1	)	$	14.3		$	29.9	$	24.2
Adjustments:
Cost of earned revenues, excluding depreciation and amortization5	—			—			—			—		—			8.2			—		—
General and administrative6,7	—			—			—			—		15.3			(10.3		)	—		—
Interest expense, net8	4.6			4.7			4.8			4.8		4.9			4.9			5.0		5.1
Income before income taxes	4.6			4.7			4.8			4.8		20.2			2.8			5.0		5.1
Provision for income taxes9	40.9			1.3			1.3			1.3		4.9			0.1			0.3		1.2
Total adjustments, net of tax	(36.3		)	3.4			3.4			3.5		15.3			2.7			4.7		3.8
Non-GAAP Adjusted Net Income	$	3.8		$	20.6		$	33.3		$	31.3	$	3.2		$	16.9		$	34.6	$	28.1
Diluted earnings per common share	$	1.24		$	0.53		$	0.94		$	0.87	$	(0.38	)	$	0.45		$	0.94	$	0.76
Total adjustments, net of tax and dilutive share effect of Notes10	(1.12		)	0.12			0.11			0.11		0.49			0.08			0.15		0.12
Non-GAAP Adjusted Diluted Earnings per Common Share	$	0.12		$	0.65		$	1.05		$	0.98	$	0.10		$	0.53		$	1.09	$	0.88
Shares used in computing diluted earnings per common share	32.2			32.4			32.0			31.8		31.4			31.8			31.8		31.8
Adjustment to Shares used in computing diluted earnings per common share10,11	(0.4		)	(0.6		)	(0.1		)	—		0.4			—			—		—
Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share	31.8			31.8			31.8			31.8		31.8			31.8			31.8		31.8

Note: Amounts above may not add due to rounding.

9

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Annual Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
(Dollars and shares in millions, except per share amounts)
	FY2014		FY2015		FY2016		FY2017		4 Qtrs.			FY2019
	Ended		Ended		Ended		Ended		Ended			Ended
	7/26/14		7/25/15		7/30/16		7/29/17		1/27/183			1/26/19
Net income	$	40.0	$	84.3	$	128.7	$	157.2	$	151.3		$	62.9
Adjustments:
Cost of earned revenues, excluding depreciation and amortization12	0.6		—		—		—		—			—
General and administrative13,6	—		—		0.7		—		—			15.3
Interest expense, net8	—		—		14.7		17.6		18.1			19.1
Loss on debt extinguishment14	—		—		16.3		—		—			—
Income before income taxes	0.6		—		31.6		17.6		18.1			34.4
Provision for income taxes9	0.2		—		12.0		6.6		46.0			8.8
Total adjustments, net of tax	0.4		—		19.6		11.0		(27.9		)	25.6
Non-GAAP Adjusted Net Income	$	40.3	$	84.3	$	148.4	$	168.3	$	123.5		$	88.5
Diluted earnings per common share	$	1.15	$	2.41	$	3.89	$	4.92	$	4.74		$	1.97
Total adjustments, net of tax and dilutive share effect of Notes10	0.01		—		0.59		0.35		(0.86		)	0.82
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.16	$	2.41	$	4.48	$	5.26	$	3.88		$	2.78
Shares used in computing diluted earnings per common share	34.8		35.0		33.1		32.0		31.9			32.0
Adjustment to Shares used in computing diluted earnings per common share10	—		—		—		—		(0.1		)	(0.2		)
Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share	34.8		35.0		33.1		32.0		31.8			31.8

Note: Amounts above may not add due to rounding.

10

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Outlook - Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
	Quarter Ending
	January 25, 2020
GAAP diluted loss per common share15	$(0.27) - $(0.10)
Adjustment:
Addback of after-tax non-cash amortization of debt discount on Notes16	0.12
Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share15	$(0.15) - $0.02

11

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Calculation of Cumulative Cash Flows Fiscal 2009 through Fiscal 2019
Unaudited
(Dollars in millions)
	Net Cash Provided by Operating Activities		Capital Expenditures, net of Proceeds from Assets Sales			Cash Paid for Acquisitions, net of Cash Acquired			Repurchases of Common Stock			Borrowings and Other Financing Activities17			Other Investing Activities18			Total Amount Provided by Other Financing and Investing Activities
Fiscal 2019	$	124.4	$	(142.0	)	$	(20.9	)	$	—		$	80.9		$	1.6		$	82.5
Six months ended January 27, 2018	160.5		(76.0		)	—			(16.9		)	(21.5		)	(0.7		)	(22.2		)
Fiscal 2017	256.4		(185.2		)	(24.2		)	(62.9		)	20.4			0.3			20.7
Fiscal 2016	261.5		(175.5		)	(157.2		)	(170.0		)	254.1			(0.5		)	253.6
Fiscal 2015	141.9		(93.6		)	(31.9		)	(87.1		)	75.9			(4.5		)	71.4
Fiscal 2014	84.2		(73.7		)	(17.1		)	(10.0		)	19.0			(0.3		)	18.7
Fiscal 2013	106.7		(58.8		)	(330.3		)	(15.2		)	263.5			0.1			263.6
Fiscal 2012	65.1		(52.8		)	—			(13.0		)	7.6			0.9			8.5
Fiscal 2011	43.9		(49.2		)	(36.5		)	(64.5		)	47.5			0.2			47.7
Fiscal 2010	54.1		(46.6		)	—			(4.5		)	(4.4		)	—			(4.4		)
Fiscal 2009	126.6		(25.3		)	—			(2.9		)	(15.7		)	(0.1		)	(15.8		)
Cumulative	$	1,425.4	$	(978.8	)	$	(618.1	)	$	(447.0	)	$	727.4		$	(3.0	)	$	724.3
Cash at January 26, 2019			$	128.3
Cash at July 26, 2008			22.1
Net Increase in Cash			$	106.3

Note: Amounts above may not add due to rounding.

12

Notes to Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures

1) Amounts represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods, including any contract revenues from storm restoration services for these acquired businesses.

2) The quarter ended July 30, 2016 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 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.

3) Due to the change in the Company’s fiscal year end, the Company’s fiscal 2018 six month transition period consisted of Q1 2018 and Q2 2018. Amounts provided for the 4 Quarters Ended January 27, 2018 represent the aggregate of Q3 2017, Q4 2017, Q1 2018 and Q2 2018, and amounts provided for the 4 Quarters Ended January 28, 2017 represent the aggregate of Q3 2016, Q4 2016, Q1 2017, and Q2 2017, for comparative purposes to other twelve month periods presented.

4) Top 5 Customers included Verizon, CenturyLink, AT&T, Comcast and Windstream for the quarters ended October 26, 2019 and October 27, 2018.

5) During the quarter ended April 27, 2019, the Company recorded an $8.2 million pre-tax charge for estimated warranty costs for work performed for a customer in prior periods.

6) During the quarter ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. In February 2019, this customer filed a voluntary petition for reorganization. Partially offsetting this charge, the Company’s stock-based compensation expense was reduced by approximately $1.9 million for the quarter ended January 26, 2019 as a result of the pre-tax non-cash charge for accounts receivable and contract assets. Excluding this reduction, Non-GAAP Stock-Based Compensation Expense was $3.8 million for the quarter ended January 26, 2019.

7) During the quarter ended April 27, 2019, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets for a customer that filed a voluntary petition for reorganization during February 2019, as referenced in footnote 6 above.

8) Amounts represent the non-cash amortization of the debt discount associated with the Company’s Notes.

9) Amounts represent the tax related impact of all pre-tax adjustments as well as the tax effects of the vesting and exercise of share-based awards. Additionally, 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 the re-measurement of the Company’s net deferred tax liabilities at a lower U.S. federal corporate income tax rate. During the quarter ended July 27, 2019, the Company recognized an income tax expense of $1.1 million on a previous tax year filing.

10) The Company has a hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of the Notes up to an average quarterly share price of $130.43. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive share effect of the Notes. 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.

11) For the quarter ended January 26, 2019, GAAP diluted shares excludes 418,695 common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Shares includes the dilutive effect of these additional shares.

12) During the fourth quarter of fiscal 2014, the Company recognized approximately a $0.6 million charge for wage and hour class action litigation settlements.

13) The Company incurred costs of approximately $0.7 million in connection with an acquisition during the fourth quarter of fiscal 2016.

14) The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its senior subordinated notes during the first quarter of fiscal 2016.

15) GAAP diluted loss per common share and Non-GAAP Adjusted Diluted Loss per Common Share for the quarter ending January 25, 2020 is calculated using 31.5 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Earnings per Common Share for the quarter ending January 25, 2020 is calculated using 31.8 million shares.

16) The Company expects to recognize approximately $5.2 million in pre-tax interest expense during the quarter ending January 25, 2020 for the non-cash amortization of the debt discount associated with the Notes.

17) Other financing activities represents net cash provided by (used in) financing activities less repurchases of common stock.

18) Other investing activities represents net cash provided by (used in) investing activities less capital expenditure, net of proceeds from asset sales and less cash paid for acquisitions, net of cash acquired.

13

XML

Document and Entity Information Document	Dec. 03, 2019
DEI [Abstract]
Title of 12(b) Security	Common stock, par value $0.33 1/3 per share
Entity Central Index Key	0000067215
Entity Incorporation, State or Country Code	FL
Entity File Number	001-10613
Entity Registrant Name	DYCOM INDUSTRIES, INC.
Document Type	8-K
Document Period End Date	Dec. 03, 2019
Entity Tax Identification Number	59-1277135
Entity Address, Address Line One	11780 U.S. Highway One, Suite 600
Entity Address, City or Town	Palm Beach Gardens,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33408
City Area Code	561
Local Phone Number	627-7171
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Trading Symbol	DY
Security Exchange Name	NYSE