EX-99.2 3 dycomindustriesincq414co.htm EXHIBIT 99.2
Fiscal 2014 4th Quarter Presentation August 27, 2014

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

3 Fiscal 2014 fourth quarter and annual results are unaudited. This presentation contains “forward-looking statements” which are statements relating to future events, future financial performance, strategies, expectations, and the competitive environment. 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. Forward-looking statements include statements of expectations regarding businesses acquired, including expected benefits and synergies of the transaction, future financial and operating results, and other statements regarding events or developments that the Company believes or anticipates will or may occur in the future as a result of the acquisitions. Words such as “outlook,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project,” “looking ahead” and similar expressions, as well as statements in future tense, identify forward-looking statements. You should not read forward- looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of whether or at what time such performance or results will be achieved. 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 that could cause such differences include, but are not limited to factors described under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended July 27, 2013, and other risks outlined in the Company’s periodic filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements in this presentation are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company may not update forward-looking statements even though its situation may change in the future. This presentation includes certain “Non-GAAP” financial measures as defined by SEC rules. We believe 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 our performance for the period with our performance in the comparable prior-year periods. As required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slides included as slides 14 through 18 of this presentation. We caution that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results. Forward Looking Statements and Non-GAAP Information

4 Q4-2014 Overview Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures.  Contract revenue of $482.1 million in Q4-14 compared to $478.6 million in Q4-13  Solid growth from several key customers  Declines from rural customers on stimulus projects and customer spending modulations as strategies adapt to a changing environment  Solid operating results  Adjusted EBITDA - Non-GAAP of $57.5 million, or 11.9% of revenue  Net income - Non-GAAP of $0.48 per share diluted in Q4-14 compared to $0.44 per share diluted in Q4-13  Acquired Watts Brothers Cable Construction in Q4-14  Unprecedented end market opportunities

5 Industry developments are producing opportunities which in aggregate are unprecedented for the industry  Major industry participants have initiated significant wireline network deployments  Most participants believe newly deployed networks should provision 1 gigabit speeds Dycom well positioned to deliver valuable service to customers  Currently providing services for 1 gigabit full deployments across the country in nine major metropolitan areas to a number of customers  Dycom revenues and opportunities driven by this new standard are accelerating into 2015  Near term customer spending modulations as network strategies adapt and timing uncertainty consistent with the initiation of large scale network deployments Industry Update

6 2.4% 3.5% 6.2% 7.5% 10.0% 0.9% (3.8)% (0.7)% (2.4)% 4.0% 10.7% 12.6% 15.8% 4.6% (2.5)% 1.7% -10% -5% 0% 5% 10% 15% 20% 25% Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Organic Growth % Organic Growth % - Excluding stimulus revenue Revenue Summary Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009.  Top 5 customers represented 58.1% of revenue in Q4-14 compared to 58.4% in Q4-13  AT&T, Dycom’s largest customer, grew 19.1% organically  Comcast, Dycom’s third largest customer, grew 12.1% organically  Overall organic revenue in-line with Q4-13  Revenue combined from Top 5 customers declined 2.0% organically  All other customers grew 1.1% organically  Organic growth of 1.7% (excluding services for stimulus funded projects (a)) Organic Growth (Decline) – Non-GAAP Revenue % by Customer – Top 5 in Q4-14 Q4-14 Customer Revenue Highlights (a) 0% 4% 8% 12% 16% 20% 24% AT&T CenturyLink Comcast Verizon Windstream Q4-14 Q4-13

7 2,1578,001 10,135 10,349 10,822 11,107 10,410 10,324 10,592 0 3,000 6,000 9,000 12,000 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Employees from acquired subsidiaries Customers Description Area Approximate Term (in years)  AT&T Wireless Construction Services Florida, Georgia, Kentucky 3  Comcast Construction Services New Mexico, Washington 1-3  Charter Construction and Maintenance Services Illinois, Missouri, Tennessee, Alabama, Texas 1  Corning Construction and Engineering Services Washington, Oregon, Nevada, Utah, Colorado 1  Verizon Central Office Infrastructure Services New York, New Jersey, Pennsylvania 3  Various Rural and Municipal Broadband Washington, Oregon, Colorado, Minnesota, Arkansas, South Carolina 1-3 Backlog and Awards Backlog ($ in millions) Number of Employees Selected Current Awards and Extensions Notes: Our backlog estimates represent amounts under master service agreements and other contractual agreements, including long-term contracts, for services projected to be performed over the terms of the contracts and are based on contract terms, our historical experience with customers and, more generally, our experience in similar procurements. Backlog is not a measure defined by United States generally accepted accounting principles; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others. $462 $1,376 $2,019 $2,003 $2,197 $1,996 $2,147 $2,046 $2,331 $822 $1,242 $1,208 $1,217 $1,116 $1,193 $1,179 $1,345 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Acquired subsidiaries backlog 12 month backlog

8 Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Includes Q4-14 revenues of $9.5 million and Q4-13 revenues of $2.6 million from businesses acquired during the fourth quarters of fiscal 2014 and 2013. Summary Results Contract Revenues (a) ($ in millions) Adjusted EBITDA – Non-GAAP ($ in millions) Net Income and EPS - Non-GAAP ($ in millions, except per share data) Earnings per share - Non-GAAP of $0.48 in Q4-14 compared to $0.44 in Q4-13 Q4-13 Net income - Non-GAAP $ 16.9 $ 15.1 Fully Diluted EPS - Non- GAAP $ 0.48 $ 0.44 Q4-14 $482.1 $478.6 $150 $250 $350 $450 $550 Q4-14 Q4-13 $57.5 $58.1 $- $10 $20 $30 $40 $50 $60 Q4-14 Q4-13 Adjusted EBITDA - Non-GAAP as a % of revenues: 11.9% 12.1%

9 Selected Financial Information Notes: Amounts above may not add due to rounding. Additionally, see “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Gross Margin % - Non-GAAP calculated as the excess of contract revenues over cost of earned revenues - Non-GAAP as a percentage of contract revenues for the applicable period. (b) Percentages disclosed represent Adjusted EBITDA - Non-GAAP as a percentage of contract revenues for the applicable period. Q4-14 Commentary  Contract revenue of $482.1 million in Q4‐14 compared to $478.6 million in Q4‐13  Growth from several large customers  Declines from rural customers on stimulus projects and customer spending modulations  Revenues from businesses acquired during the fourth quarters of fiscal 2014 and 2013 contributed $9.5 million and $2.6 million in Q4-14 and Q4-13, respectively  Adjusted EBITDA of $57.5 million, or 11.9% of revenue, consistent with Q4‐13  Strong other income from asset sales ($ in millions, except earnings per share) Q4-14 Q4-13 Change Contract Revenues $ 482.1 $ 478.6 $ 3.4 Cost of Earned Revenues - Non-GAAP $ 386.6 $ 383.7 $ 2.9 Gross Margin % ‐ Non‐GAAP (a) 19.80% 19.84% General & Administrative - Non-GAAP - Q4-13 $ 41.1 $ 39.7 $ 1.4 Depreciation $ 18.9 $ 17.7 $ 1.2 Amortization $ 4.2 $ 7.1 $ (2.9) Interest Expense, net $ 6.6 $ 6.8 $ (0.2) Other Income, net $ 3.0 $ 1.1 $ 2.0 Net Income - Non-GAAP $ 16.9 $ 15.1 $ 1.8 Diluted Earnings Per Share - Non-GAAP $ 0.48 $ 0.44 $ 0.04 Adjusted EBITDA $ 57.5 $ 58.1 $ (0.7) Non-GAAP (b) 11.9% 12.1%

10 Cash Flow and Liquidity  Balance Sheet Strength  Ample liquidity of $183.3 million from cash on hand and availability on the Credit Agreement Q4-14 CommentaryLiquidity ($ in millions) Q4-14 Q3-14 Selected Cash Flow Information ($ in millions) Q4-14 Q4-13  Operating cash flows reflect working capital changes from sequential growth  Acquired Watts Brothers Cable Construction for $16.4 million $ 20.7 $ 18.7 $ 63.0 $ 16.0 114.1 116.4 280.7 280.8 $ 457.8 $ 413.2 $ 49.4 $ 49.6 $ 162.6 $ 209.4 (*) Includes debt premium of $3.2 mill ion and $3.3 mill ion at Q4-14 and Q3-14, respectively Letters of Credit outstanding Availability on Senior Credit Agreement $275 million revolver Cash and equivalents Term Loan Debt: Senior Credit Agreement, matures Dec‐2017 Total debt 7.125% Senior Subordinated Notes, due Jan-2021 (*) $ (13.3) $ 15.4 $ (16.4) $ (11.3) $ (12.6) $ (17.5) $ 44.7 $ 11.4 Cash flow (used in) from Operations Capital expenditures, net of disposals Cash paid for acquisitions Borrowings of debt

11 Q1-2015 Outlook Contract Revenues $512.7 $490.0 - $510.0  Network investments by several large customers  Lower revenue from rural customers on stimulus projects  Customer spending modulations as strategies adapt to a changing environment Gross Margin % (as a percent of revenue) 20.0% Gross Margin % which expands year-over-year  Improving mix of customer growth opportunities G&A Expense % (as a percent of revenue) Includes stock‐based compensation 8.4% 8.8% - 9.1% Includes stock‐based compensation G&A expense reflecting scale and recent M&A Includes stock-based compensation of approximately $4.0 million compared to $3.5 million in Q1-14 Depreciation & Amortization $23.6 $23.2 - $23.6 Depreciation increases from recent M&A and cap-ex Includes amortization of $4.0 million in Q1-15 compared to $5.2 in Q1-14 Interest Expense $6.9 $6.7 - $6.8 Interest expense reflects expected level of borrowings Other Income $2.0 $1.0 - $1.5 Other income from asset disposals Adjusted EBITDA % ‐ Non‐GAAP (a) (as a percent of revenue) 12.3% Adjusted EBITDA % in line with Q1-14 result Adjusted EBITDA reflects gross margin improvement offset by higher G&A expense EPS–Diluted $0.54 $0.45 - $0.52 per share diluted Revenue range and operating results drive earnings per share outlook Diluted Shares (in millions) 34.6 Approximately 35.1 Diluted shares reflect vesting of employee equity awards Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) The Company defines Adjusted EBITDA - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, charges for wage and hour class action settlements, stock-based compensation expense, and certain non-recurring items. Q1-2014 Q1-2015 Year Over Year Commentary on Outlook Outlook (all amounts are estimates – actual amounts may differ) ($ in millions, except earnings per share)

12 Looking Ahead to Fiscal Q2-2015 Looking Ahead Commentary ($ in millions) Q2‐14 ($ in millions) Included for comparison Contract Revenues  Expectation of normal winter weather patterns  Network investments by several large customers  Headwind from lower revenue for rural customers on stimulus projects  Customer spending modulations as strategies adapt to a changing environment  Revenue % growth of mid single digits compared to Q2-14 result $ 390.5 Gross Margin % (as a percent of revenue) Fiscal Q2 gross margins display impacts of seasonality including: *inclement winter weather *fewer available workdays due to holidays *reduced daylight work hours *restart of calendar payroll taxes Gross margins which expand year over year with the expectation of normal winter weather and an improving mix of customer growth opportunities 16.2% G&A Expense (G&A % as a percent of revenue) Includes stock‐based compensation G&A expense slightly increases as a % of revenues year over year Includes stock-based compensation of approximately $3.6 in Q2-15 compared to $3.5 in Q2-14 $ 38.6 9.9% Adjusted EBITDA % – Non‐GAAP (a) Adjusted EBITDA % which expands from Q2-14 result 7.2% Other Factors: Depreciation & Amortization Ranges from $23.4 - $23.8 in Q2-15 Includes amortization of $4.0 in Q2-15 compared to $4.8 in Q2-14 $ 23.4 Interest Expense $6.7 - $6.8 in Q2-15 $ 6.8 Other Income $1.2 - $1.7 in Q2-15 $ 0.6 Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) The Company defines Adjusted EBITDA - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, charges for wage and hour class action settlements, stock-based compensation expense, and certain non-recurring items.

13 Looking Ahead Firm and strengthening end market opportunities  Telephone companies deploying FTTX to enable video offerings and 1 gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses  Wireless carriers upgrading from 3G to 4G technologies  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services Encouraged that industry participants remain committed to multi‐year capital spending initiatives which in some cases are meaningfully accelerating and expanding in scope

14 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. The above table presents a reconciliation of the Non-GAAP financial measure of Adjusted EBITDA for the periods specified to the most directly comparable GAAP measure. Adjusted EBITDA is a Non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company defines Adjusted EBITDA - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, charges for wage and hour class action settlements, stock-based compensation expense, and certain non-recurring items. The Company believes this Non-GAAP financial measure provides information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on the Company’s results of operations in any particular period. Additionally, the Company uses this Non-GAAP financial measure to evaluate its past performance and prospects for future performance. Adjusted EBITDA 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. Because all companies do not use identical calculations, this presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA - Reconciliation of GAAP to Non-GAAP Measures ($ in 000's) Q4-14 Q4-13 Q1-14 Q2-14 Three Months Three Months Three Months Three Months Ended Ended Ended Ended July 26, July 27, October 26, January 25, 2014 2013 2013 2014 Reconciliation of net income (loss) to Adjusted EBITDA -Non-GAAP: Net income (loss) $ 16,489 $ 14,666 $ 18,660 $ (3,067) Interest expense, net 6,578 6,752 6,886 6,800 Provision (benefit) for income taxes 10,693 9,380 12,440 (1,970) Depreciation and amortization expense 23,060 24,820 23,552 23,435 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 56,820 55,618 61,538 25,198 Gain on sale of fixed assets (2,802) (816) (1,865) (570) Stock-based compensation expense 2,876 2,628 3,506 3,544 Charges for wage and hour class action litigation settlements 600 495 - - Acquisition related costs - 224 - - Adjusted EBITDA - Non-GAAP $ 57,494 $ 58,149 $ 63,179 $ 28,172 Contract revenues $ 482,071 $ 478,632 $ 512,720 $ 390,518 Adjusted EBITDA ‐ Non‐GAAP as a % of contract revenues 11.9% 12.1% 12.3% 7.2%

15 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. For the quarter ended July 26, 2014 and July 27, 2013, the items reconciling GAAP to Non-GAAP financial measures are specifically described below: (a) Pre-tax charges for wage and hour class action litigation settlements. (b) Pre-tax acquisition related costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. (d) Gross margin % is calculated as contract revenues less cost of earned revenues (excluding depreciation and amortization) as a percentage of contract revenues. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 482,071$ -$ 482,071$ 478,632$ -$ 478,632$ Cost of earned revenues, excluding depreciation and amortization 387,221 (600) (a) 386,621 384,169 (495) (a) 383,674 General and administrative expenses 41,058 - 41,058 39,914 (224) (b) 39,690 Depreciation and amortization 23,060 - 23,060 24,820 - 24,820 Total 451,339 (600) 450,739 448,903 (719) 448,184 Interest expense, net (6,578) - (6,578) (6,752) - (6,752) Other income, net 3,028 - 3,028 1,069 - 1,069 Income before income taxes 27,182 600 27,782 24,046 719 24,765 Provision for income taxes (c) 10,693 236 10,929 9,380 284 9,664 Net income 16,489$ 364$ 16,853$ 14,666$ 435$ 15,101$ Diluted income per share 0.47$ 0.01$ 0.48$ 0.43$ 0.01$ 0.44$ Shares used in computing Diluted EPS: 34,960,049 34,960,049 34,082,228 34,082,228 Gross Margin % (d) 19.68% 19.80% 19.74% 19.84% Three Months Ended July 27, 2013 Q4-13 Three Months Ended July 26, 2014 Q4-14

16 Notes: Amounts above may not add due to rounding. (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any. (b) For comparisons of Organic Revenue beginning with Q3-14, Organic Revenue – Non-GAAP includes revenues of businesses acquired in Q2-13 (“Acquired Subsidiaries”) as the revenues from these businesses are included in both quarters (Q3-14 and Q3-13). (c) Organic revenues from customers for stimulus work comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. Amounts included for stimulus revenues are organic and, as a result, exclude stimulus work from Acquired Subsidiaries prior to the Q3-14 organic calculation when the Acquired Subsidiaries were in both periods. Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions) The table below reconciles GAAP revenue growth (decline) to Non-GAAP organic revenue growth (decline). NON-GAAP ADJUSTMENTS GAAP % NON-GAAP - Organic % (a) NON-GAAP - Organic % excluding stimulus (a) (c) Q4‐14 Organic Growth (Decline): Q4-14 482.1$ (9.5)$ -$ 472.6$ (23.8)$ 448.7$ 0.7% (0.7)% 1.7% Q4-13 478.6$ (2.6)$ -$ 476.1$ (34.8)$ 441.3$ Prior Quarters Organic Growth (Decline): Q3-14 426.3$ (5.6)$ -$ 420.7$ (26.0)$ 394.7$ (2.5)% (3.8)% (2.5)% Q3-13 437.4$ -$ -$ 437.4$ (32.5)$ 404.8$ Q2-14 390.5$ (111.5)$ -$ 279.0$ (11.0)$ 268.1$ 5.7% 0.9% 4.6% Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ Q1-14 512.7$ (157.1)$ -$ 355.6$ (19.7)$ 335.9$ 58.6% 10.0% 15.8% Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ Q4-13 478.6$ (139.1)$ -$ 339.5$ (19.9)$ 319.6$ 50.5% 7.5% 12.6% Q4-12 318.0$ -$ (2.3)$ 315.8$ (31.9)$ 283.9$ Q3-13 437.4$ (122.9)$ -$ 314.5$ (19.0)$ 295.5$ 47.7% 6.2% 10.7% Q3-12 296.1$ -$ -$ 296.1$ (29.2)$ 266.9$ Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ 38.1% 3.5% 4.0% Q2-12 267.4$ -$ -$ 267.4$ (20.8)$ 246.6$ Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ 1.2% 2.4% (2.4)% Q1-12 319.6$ -$ (3.7)$ 315.8$ (18.7)$ 297.2$ NON-GAAP ADJUSTMENTS NON-GAAP Organic Contract Revenues - Excluding stimulus (a) Revenue Growth (Decline) % Revenues from businesses acquired (a) Revenues from storm restoration services Organic revenues from customers for stimulus work (c) NON-GAAP Organic Contract Revenues (a)(b) GAAP Contract Revenues

17 Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions) The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth (decline). Notes: Amounts above may not add due to rounding. (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter presented, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any. Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T Comcast GAAP Revenue Q4-14 482.1$ 280.2$ 201.9$ 96.5$ 58.6$ Q4-13 478.6$ 279.5$ 199.1$ 79.1$ 48.9$ GAAP Revenue - % Changes 0.7% 0.3% 1.4% 21.9% 19.9% Non-GAAP Adjustments Q4-14 - Revenue from businesses acquired in Q4-14 and Q4-13 (9.5)$ (8.8)$ (0.7)$ (2.2)$ (6.5)$ Q4-13 - Revenue from businesses acquired in Q4-13 (2.6)$ (2.4)$ (0.1)$ -$ (2.4)$ Non-GAAP Revenue Q4-14 472.6$ 271.5$ 201.1$ 94.3$ 52.1$ Q4-13 476.1$ 277.1$ 199.0$ 79.1$ 46.5$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from businesses acquired in Q4-14 and Q4-13) (0.7)% (2.0)% 1.1% 19.1% 12.1% * Includes AT&T, CenturyLink, Comcast, Verizon, and Windstream in both Q4-14 and Q4-13

18 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. For the year ended July 26, 2014 and July 27, 2013, the items reconciling GAAP to Non-GAAP financial measures are specifically described below: (a) Pre-tax charges for wage and hour class action litigation settlements. (b) Pre-tax acquisition related costs. (c) Write-off of deferred financing costs. (d) Provision for income taxes includes the tax effect of the other reconciling items identified herein. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 1,811,593$ -$ 1,811,593$ 1,608,612$ -$ 1,608,612$ Cost of earned revenues, excluding depreciation and amortization 1,475,045 (600) (a) 1,474,445 1,300,416 (495) (a) 1,299,921 General and administrative expenses 161,858 - 161,858 145,771 (6,763) (b) 139,008 Depreciation and amortization 92,772 - 92,772 85,481 - 85,481 Total 1,729,675 (600) 1,729,075 1,531,668 (7,258) 1,524,410 Interest expense, net (26,827) - (26,827) (23,334) - (23,334) Other income, net 11,228 - 11,228 4,589 321 (c) 4,910 Income before income taxes 66,319 600 66,919 58,199 7,579 65,778 Provision for income taxes (d) 26,341 236 26,577 23,011 2,990 26,001 Net income 39,978$ 364$ 40,342$ 35,188$ 4,589$ 39,777$ Diluted income per share 1.15$ 0.01$ 1.16$ 1.04$ 0.14$ 1.18$ Shares used in computing Diluted EPS: 34,816,381 34,816,381 33,782,187 33,782,187 Year Ended Year Ended July 26, 2014 July 27, 2013

Fiscal 2014 4th Quarter Presentation August 27, 2014