8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 23, 2015

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
	11780 U.S. Highway One, Suite 600,
	Palm Beach Gardens, Florida 33408
	(Address of principal executive offices) (Zip Code)
	(561) 627-7171
	(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 23, 2015, Dycom Industries, Inc. (the "Company") issued a press release reporting fiscal 2016 first quarter results. The Company also provided forward guidance. Additionally, on November 24, 2015, the Company made available related materials to be discussed during the Company's webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted Diluted Earnings per Common Share, and certain amounts relating to organic revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items, is not a recognized term under generally accepted accounting principles ("GAAP") and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted Earnings per Common Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted earnings per common share.Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company's performance for the period reported with the Company's performance in prior periods.

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

Item 7.01 Regulation FD Disclosure.

On November 23, 2015, the Company issued a press release reporting fiscal 2016 first quarter results. The Company also provided forward guidance. Additionally, on November 24, 2015, 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 Net Income, Non-GAAP Adjusted Diluted Earnings per Common Share, and certain amounts relating to organic 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. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company's performance for the period reported with the Company's performance in prior periods.

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

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements regarding the outlook for the Company. These statements are based on management's current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Current Report on Form 8-K. The most significant of these risks and uncertainties are described in our 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 our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, preliminary purchase price allocations of businesses acquired, expected benefits and synergies of acquisitions, future financial and operating results, the future impact of any acquisitions or dispositions, 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 November 23, 2015 by Dycom Industries, Inc. reporting fiscal 2016 first quarter results.

99.2 Slide presentation relating to the webcast and conference call held on November 24, 2015.

SIGNATURES

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

Dated: November 24, 2015

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

EX-99.1

Exhibit 99.1

N E W S  R E L E A S E

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

November 23, 2015

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2016 FIRST QUARTER RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, November 23, 2015 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 24, 2015. The Company reported:

• Contract revenues of $659.3 million for the quarter ended October 24, 2015, compared to $510.4 million for the quarter ended October 25, 2014. Contract revenues for the quarter ended October 24, 2015 grew 21.9% on an organic basis after excluding revenues from acquired businesses that were not owned for the entire period in both the current and prior year quarter. Total revenues from acquired businesses were $39.5 million for the quarter ended October 24, 2015, compared to $1.9 million for the quarter ended October 25, 2014.

• Non-GAAP Adjusted EBITDA of $105.7 million, or 16.0% of contract revenues, for the quarter ended October 24, 2015, compared to $66.4 million, or 13.0% of contract revenues, for the quarter ended October 25, 2014.

• Non-GAAP Adjusted Net Income was $42.0 million, or $1.24 per common share diluted, for the quarter ended October 24, 2015, compared to net income of $20.8 million, or $0.59 per common share diluted, for the quarter ended October 25, 2014. On a GAAP basis, net income was $30.8 million, or $0.91 per common share diluted, for the quarter ended October 24, 2015.

Non-GAAP Adjusted Net Income for the quarter ended October 24, 2015 excludes the impact of a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of the Company’s 7.125% senior subordinated notes, as well as $1.8 million of pre-tax interest expense incurred for non-cash amortization of the debt discount associated with the Company’s 0.75% senior convertible notes due 2021 issued in September 2015.

The Company also announced its outlook for the second quarter of fiscal 2016. The Company currently expects total contract revenues for the second quarter of fiscal 2016 to range from $530 million to $550 million and Non-GAAP Adjusted Diluted Earnings per Common Share to range from $0.52 to $0.60. Non-GAAP Adjusted Diluted Earnings per Common Share guidance excludes $4.1 million of pre-tax interest expense for non-cash amortization of debt discount, or $0.08 per common share diluted on an after-tax basis. A reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share guidance provided for the second quarter of fiscal 2016 is included within the press release tables.

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, the Company may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. See Explanation of Non-GAAP Financial Measures directly following the press release tables.

Conference Call Information and Other Selected Data

A conference call to review the Company’s results will be hosted at 9:00 a.m. (ET), Tuesday, November 24, 2015; call (800) 230-1096 (United States) or (612) 332-0107 (International) ten minutes before the conference call begins and ask for the "Dycom Results" conference call. A live webcast of the conference call, along with related materials, will be available at www.dycomind.com under the heading "Events." The conference call materials will be available at approximately 7:00 a.m. (ET) on November 24, 2015. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the conference call materials will be available at www.dycomind.com until Thursday, December 24, 2015.

For additional detail on selected financial information including organic revenue, customer metrics, and certain other selected financial data and Non-GAAP financial measures, please refer to the Trend Schedule on Dycom’s website at www.dycomind.com in the Investor Center. The Trend Schedule will be available at approximately 7:00 a.m. (ET) on November 24, 2015.

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 to telecommunications providers, underground facility locating services to various utilities, including telecommunications providers, and other construction and maintenance services to electric and gas utilities.

Forward Looking Information

Fiscal 2016 first quarter results are preliminary and unaudited. This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements are based on management’s current expectations, estimates and projections and include statements found under our "Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures" section of this release. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. The most significant of these risks and uncertainties are described in our 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 our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our 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, 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. The Company does not undertake to update forward-looking statements.

---Tables Follow---

2

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
	As of			As of
	October 24, 2015			July 25, 2015
	(Dollars in thousands)
ASSETS
Current assets:
Cash and equivalents	$	21,797		$	21,289
Accounts receivable, net	361,635			315,134
Costs and estimated earnings in excess of billings	333,659			274,730
Inventories	57,686			48,650
Deferred tax assets, net	21,974			20,630
Other current assets	20,866			16,199
Total current assets	817,617			696,632
Property and equipment, net	265,485			231,564
Goodwill and other intangible assets, net	415,614			392,579
Other	32,766			38,089
Total non-current assets	713,865			662,232
Total assets	$	1,531,482		$	1,358,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	93,398		$	71,834
Current portion of debt (a)	5,625			3,750
Billings in excess of costs and estimated earnings	12,416			16,896
Accrued insurance claims	38,078			35,824
Other accrued liabilities	102,779			98,406
Total current liabilities	252,296			226,710
Long-term debt (a)	636,009			521,841
Accrued insurance claims	49,910			51,476
Deferred tax liabilities, net non-current	45,001			47,388
Other liabilities	4,352			4,249
Total liabilities	987,568			851,664
Total stockholders' equity	543,914			507,200
Total liabilities and stockholders' equity	$	1,531,482		$	1,358,864
(a) Total carrying amount of outstanding indebtedness consisted of the following:
	As of			As of
	October 24, 2015			July 25, 2015
	(Dollars in thousands)
Credit Agreement - Revolving facility (matures April 2020)	$	131,250		$	95,250
Credit Agreement - Term Loan (matures April 2020)	150,000			150,000
7.125% senior subordinated notes (including debt premium of $2.8 million at July 25, 2015)	—			280,341
0.75% senior convertible notes (matures September 2021)	485,000			—
Less: Debt discount	(114,608		)	—
Less: Debt issuance costs - Initial purchasers' discount	(10,008		)	—
	641,634			525,591
Less: Current portion of term loan	(5,625		)	(3,750		)
Long-term debt	$	636,009		$	521,841

3

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months
	Ended			Ended
	October 24, 2015			October 25, 2014
	(Dollars in thousands, except per share amounts)
Contract revenues	$	659,268		$	510,389
Costs of earned revenues, excluding depreciation and amortization	506,978			403,468
General and administrative expenses (a)	51,464			44,696
Depreciation and amortization	27,449			22,930
Total	585,891			471,094
Interest expense, net (b)	(9,131		)	(6,749		)
Loss on debt extinguishment (c)	(16,260		)	—
Other income, net	1,469			1,795
Income before income taxes	49,455			34,341
Provision for income taxes	18,631			13,534
Net income	$	30,824		$	20,807
Earnings per common share:
Basic earnings per common share	$	0.94		$	0.61
Diluted earnings per common share	$	0.91		$	0.59
Shares used in computing earnings per common share:
Basic	32,871,240			34,010,147
Diluted	33,886,747			35,117,673
(a) Includes stock-based compensation expense of $4.5 million and $3.9 million for the three months ended October 24, 2015 and October 25, 2014, respectively.
(b) Includes $1.8 million for the three months ended October 24, 2015 for non-cash amortization of the debt discount associated with the 0.75% senior convertible notes due 2021 issued in September 2015.
(c) The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes in the first quarter of fiscal 2016.

4

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES
Unaudited
NON-GAAP ORGANIC REVENUES AND NON-GAAP ORGANIC REVENUES GROWTH %
	Contract Revenues - GAAP		Revenues from businesses acquired			Non-GAAP  Organic Revenues		% GAAP  - Growth		% Non-GAAP  Organic Growth
	(Dollars in thousands)
Three Months Ended October 24, 2015	$	659,268	$	(39,547	)	$	619,721	29.2	%	21.9	%
Three Months Ended October 25, 2014	$	510,389	$	(1,888	)	$	508,501

NON-GAAP ADJUSTED EBITDA
	Three Months			Three Months
	Ended			Ended
	October 24, 2015			October 25, 2014
	(Dollars in thousands)
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	30,824		$	20,807
Interest expense, net	9,131			6,749
Provision for income taxes	18,631			13,534
Depreciation and amortization expense	27,449			22,930
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	86,035			64,020
Gain on sale of fixed assets	(1,136		)	(1,523		)
Stock-based compensation expense	4,509			3,890
Loss on debt extinguishment	16,260			—
Non-GAAP Adjusted EBITDA	$	105,668		$	66,387

NON-GAAP ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Three Months
	Ended
	October 24, 2015
	(Dollars in thousands, except per share amounts)
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	30,824
Adjustments
Pre-tax loss on debt extinguishment	16,260
Pre-tax non-cash amortization of debt discount	1,780
Tax impact of adjustments	(6,837		)
Total adjustments, net of tax	11,203
Non-GAAP Adjusted Net Income	$	42,027
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Net income per common share	$	0.91
Total adjustments from above, net of tax	0.33
Non-GAAP Adjusted Diluted Earnings per Common Share	$	1.24
Diluted shares used in computing Adjusted Diluted Earnings per Common Share	33,886,747

5

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
GUIDANCE - ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Guidance for the
	Three Months Ending
	January 23, 2016 (a)
Diluted earnings per common share	$0.44 - $0.52
Adjustment
After-tax non-cash amortization of debt discount (b)	$0.08
Non-GAAP Adjusted Diluted Earnings per Common Share	$0.52 - $0.60
(a) Guidance for Diluted earnings per common share and Non-GAAP Adjusted Diluted Earnings per Common Share for the three months ending January 23, 2016 were computed using approximately 33.7 million in diluted weighted average shares outstanding.
(b) The Company expects to recognize approximately $4.1 million in pre-tax interest expense during the three months ending January 23, 2016 for non-cash amortization of the debt discount associated with its 0.75% senior convertible notes. The Company excludes the effect of this non-cash amortization in its Non-GAAP financial measures.

6

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 Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods. Non-GAAP Organic Revenue growth (decline) is calculated as the percentage change in Non‑GAAP Organic Revenues over those of the comparable prior year period. Management believes organic growth (decline) is a helpful measure for comparing the Company’s revenue performance with prior periods.

• Non-GAAP Adjusted EBITDA - net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates.

• Non-GAAP Adjusted Net Income - GAAP net income before loss on debt extinguishment, non-cash amortization of the debt discount, certain non-recurring items and any tax impact related to these items, and "Non-GAAP Adjusted Diluted Earnings per Common Share" as Non-GAAP Adjusted Net Income divided by weighted average diluted shares outstanding. Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share:

• Non-cash amortization of the debt discount - The Company’s 0.75% senior convertible notes due 2021 (the "Notes") were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the notes represents a debt discount. The debt discount will be amortized over the term of the notes but will not result in periodic cash interest payments. During the quarter ended October 24, 2015, the Company recognized approximately $1.8 million in pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes. The Company has excluded the non-cash amortization of the debt discount from its Non‑GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results.

• Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes on September 15, 2015. Management believes excluding the loss on debt extinguishment from the Company’s Non‑GAAP financial measures assists investors' overall understanding of the Company's current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results.

• Tax impacts of adjusted results - The tax impact of the adjusted results for the quarter ended October 24, 2015 was calculated utilizing a Non-GAAP effective tax rate which approximates the Company’s effective tax rate used for financial planning. The tax impact included in the Company’s guidance for the quarter ended January 23, 2016 was calculated using an effective tax rate used for financial planning and forecasting future results.

7

EX-99.2

DYCOM INDUSTRIES, INC. Fiscal 2016 - 1st Quarter Presentation November 24, 2015 Exhibit 99.2

2 Forward Looking Statements and Non-GAAP Information This presentation contains “forward-looking statements”. Other than statements of historical facts, all statements contained in this presentation, including statements regarding the Company’s future financial position, future revenue, prospects, plans and objectives of management, are forward-looking statements. Words such as “outlook,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “could,” “project,” and similar expressions, as well as statements in future tense, identify forward-looking statements. You should not consider forward-looking statements as a guarantee of future performance or results. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief at that time with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors, assumptions, uncertainties, and risks that could cause such differences are discussed in our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on September 4, 2015 and our other filings with the SEC. The forward-looking statements in this presentation are expressly qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update these forward-looking statements to reflect new information, or events or circumstances arising after such date. This presentation includes certain “Non-GAAP” financial measures as defined by Regulation G of the SEC. As required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slides included as slides 14 through 19 of this presentation. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results.

3 Participants and Agenda Introduction and Q1-16 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A Steven E. Nielsen President & Chief Executive Officer Timothy R. Estes Chief Operating Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel Participants Agenda

4  Strong first quarter performance  Contract revenues of $659.3 million in Q1-16 compared to $510.4 million in Q1-15. Organic growth of 21.9% excluding contract revenues of businesses not included for the entire period of Q1-16 and Q1-15  Non-GAAP Adjusted EBITDA of $105.7 million, or 16.0% of revenues in Q1-16, compared to $66.4 million, or 13.0% in Q1-15  Non-GAAP Adjusted Diluted EPS of $1.24 in Q1-16 compared to $0.59 diluted earnings per share in Q1-15  Acquisition and Financing Transactions  Repurchased 954,224 common shares for $70.0 million at an average price of $73.35 per share  Acquired TelCom Construction, Inc. for approximately $49 million in August 2015  Issued $485.0 million senior convertible notes at 0.75% coupon maturing in September 2021  Redeemed $277.5 million 7.125% senior subordinated notes Financial charts - $ in millions, except earnings per share amounts Q1-16 Overview and Highlights See “Regulation G Disclosure” slides 14-19 for a reconciliation of GAAP to Non-GAAP financial measures. * Q1-15 diluted earnings per share is on a GAAP basis, as there were no Non-GAAP adjustments to Q1-15. *

5 Industry increasing network bandwidth dramatically  Major industry participants deploying significant wireline networks  Newly deployed networks provisioning 1 gigabit speeds; speeds beyond 1 gigabit envisioned  Industry developments are producing opportunities which in aggregate are without precedent Delivering valuable service to customers  Currently providing services for 1 gigabit full deployments across the country in dozens of metropolitan areas to a number of customers  Revenues and opportunities driven by this new standard are accelerating  Customer multi-year initiatives are being outlined publicly, implemented locally Clear that calendar 2015 has been the foundational year for a massive investment cycle in wireline networks Dycom’s scale, market position and financial strength position it well as opportunities continue to expand Industry Update

6  Top 5 customers represented 64.9% of revenues in Q1-16 compared to 59.4% in Q1-15  All Top 5 customers with double digit organic growth during Q1-16:  AT&T - 15.4%  CenturyLink - 16.5%  Comcast - 21.8%  Verizon - 71.2%  Unnamed customer - 120.9% Revenue Highlights  Organic growth of 21.9%, fourth sequential quarter with double digit organic growth  Revenues from Q1-16 Top 5 customers combined increased 32.8% organically. All other customers combined increased 6.0% organically See “Regulation G Disclosure” slides 14-19 for a reconciliation of GAAP to Non-GAAP financial measures.

7 Customers Description Area Approximate Term (in years) AT&T Construction and Maintenance Services North Carolina, South Carolina, Georgia, Florida 3 Windstream Construction and Maintenance Services North Carolina 3 Comcast Construction and Maintenance Services Washington 2 Verizon Engineering Services Massachusetts, Rhode Island, New York, New Jersey, Maryland, Virginia 1 Various Rural and Municipal Broadband Wisconsin, North Carolina, South Carolina 1 Backlog and Awards Notes: Our backlog represents the estimated 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. Selected Current Awards and Extensions Financial charts - $ in millions

8 As a % of Revenues 13.0% 16.0%  Revenues of $659.3 million, organic growth of 21.9% year-over-year. Recently acquired businesses contributed $39.5 million in Q1-16 as compared to $1.9 million in Q1-15  Non-GAAP Adjusted EBITDA increased to 16.0% of revenue in Q1-16 compared to 13.0% in Q1-15  Gross margin % increased 215 basis points from an improved mix of customer opportunities and improved leverage on field and equipment costs, including lower fuel cost as compared to Q1-15  G&A as a % of revenue declined 95 basis points from strong operating leverage on our increased scale  Non-GAAP Adjusted Diluted EPS of $1.24 in Q1-16 compared to $0.59 diluted EPS in Q1-15 Financial Highlights See “Regulation G Disclosure” slides 14-19 for a reconciliation of GAAP to Non-GAAP financial measures. * Q1-15 diluted earnings per share is on a GAAP basis, as there were no Non-GAAP adjustments to Q1-15. Financial charts - $ in millions, except earnings per share amounts

9 Q1-16 Financing Transactions $485 million Senior Convertible Notes, 0.75% coupon, due 2021 (“Notes”)  Value allocated between debt and equity components on issuance  Debt discount of $116.4 million amortizes as GAAP interest expense over the 6-year term of the Notes, but will not require cash interest payments  Notes convertible into common shares if share price exceeds $96.89 (represents 30% premium above share price on date of issuance) Convertible Note Hedge (“Note Hedge”) with bank counterparties  Invested $115.8 million in Note Hedge to offset future dilution, if any, from conversion of Notes Warrants sold to bank counterparties  Received $74.7 million for sale of warrants with a strike price of $130.43 per share (represents 75% premium above share price on date of issuance) Q1-16 Financing transactions significantly reduce future cash interest costs. Proceeds used to redeem $277.5 million of 7.125% Notes and repurchase shares. Component ($ in millions) Debt Equity Principal $ 485.0 Less: Debt discount (116.4) Net carrying amount (a) $ 368.6 $ 116.4 Summary:  $485 million 0.75% Senior Convertible Debt, due 2021  Economic dilution only when Dycom’s share price exceeds $130.43 per share. (a) Net carrying amount on Notes issuance and prior to any deferred financing costs.

10  Balance sheet reflects the strength of our business  Operating cash flows used $28.9 million including outflows of $19.1 million for the redemption of our 7.125% Senior Subordinated Notes. Remaining operating cash flow funded strong organic growth.  Capital expenditures, net of disposals, of $39.4 million support growth and replacement needs  During Q1-16, paid approximately $49 million to acquire TelCom Construction, Inc.  Repurchased 954,224 common shares for $70.0 million at an average price of $73.35 per share Cash Flow and Liquidity Notes: Amounts above may not add due to rounding. (a) Availability on Revolver presented net of $54.4 million and $58.0 million for outstanding L/C’s under the Senior Credit Agreement at Q4-15 and Q1-16, respectively. - Days sales outstanding is calculated as the summation of current accounts receivable, plus costs and estimated earnings in excess of billings, less billings in excess of costs and estimated earnings, divided by average revenue per day during the respective quarter. Financial tables - $ in millions

11 Q2-2015 Included for comparison Q2-2016 Outlook and Commentary Contract Revenues $ 441.1 $ 530 - $ 550  Expectation of normal winter weather patterns  Broad range of demand from several large customers  Robust 1 gigabit deployments, CAF II launches, core market share growth  Total revenue expected to include more than $20.0 million of revenue in Q2-16 from businesses acquired in Q4-15 and Q1-16 Gross Margin % 19.4% Gross Margin % which increases from Q2-15  Expectation of normal winter weather and an improving mix of customer growth opportunities  Q2 margins display impacts of seasonality including: - inclement winter weather - fewer available workdays due to holidays - reduced daylight work hours - restart of calendar payroll taxes G&A Expense % 9.5% G&A as a % of revenue declines slightly from Q2-15  G&A as a % of revenue declines slightly from operating leverage on our increased scale; Total G&A includes costs of recently acquired businesses  Share-based compensation is included in G&A Expense % outlook Share-based compensation $ 3.7 $ 4.3 Depreciation & Amortization $ 23.3 $ 29.5 - $ 30.2  Depreciation and amortization reflects increased cap-ex and recently acquired businesses  Amortization of approximately $4.7 million in Q2-16 compared to $4.1 million in Q2-15 Adjusted Interest Expense $ 6.7 Approximately $ 3.6 Non-GAAP Adjusted Interest Expense  Q2-16 includes 0.75% cash coupon on senior convertible notes, interest on senior credit agreement, amortization of debt issuance costs and other interest  Q2-16 excludes pre-tax interest expense for non-cash amortization of the debt discount of $4.1 million Other Income $ 1.7 $ 1.1 - $ 1.5 Non-GAAP Adjusted EBITDA % 10.8% Adjusted EBITDA % which exceeds the Q2-15 result Adjusted EBITDA increases from revenue growth and improved operating performance Diluted Earnings per Share $ 0.27 Non-GAAP Adjusted Diluted EPS $ 0.52 - $ 0.60  Non-GAAP Adjusted Diluted EPS excludes non-cash amortization of debt discount on senior convertible notes. See slide 18 for reconciliation of guidance for Non-GAAP Adjusted Diluted Earnings per Common Share for the second quarter of fiscal 2016. Diluted Shares 35.1 million 33.7 million Q2-2016 Outlook See “Regulation G Disclosure” slides 14-19 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions, except earnings per share amounts (% as a percent of contract revenues)

12 Looking Ahead to Q3-2016 Q3-2015 Included for comparison Q3-2016 Outlook and Commentary Contract Revenues $ 492.4 Total revenue growth % in high teens or slightly better as % of revenue compared to Q3-15  Broad range of demand from several large customers  Robust 1 gigabit deployments, CAF II underway, core market share growth, cable capacity projects expanding  Total revenue expected to include approximately $20.0 million of revenue in Q3-16 from businesses acquired in Q4-15 and Q1-16 Gross Margin % 21.1% Gross Margin % which increases from Q3-15  Improving mix of customer growth opportunities  Expectation of normal winter weather and related impacts on productivity during early Q3-16 G&A Expense % 9.1% G&A as a % of revenue declines from Q3-15  G&A as a % of revenue declines from operating leverage on our increased scale; Total G&A includes costs of recently acquired businesses  Share-based compensation is included in G&A Expense % outlook Share-based compensation $ 3.2 $ 4.0 Depreciation & Amortization $ 24.0 $ 30.1 - $ 30.8  Depreciation and amortization reflects increased cap-ex and recently acquired businesses  Includes amortization of approximately $4.6 million in Q3-16 compared to $4.1 million in Q3-15 Adjusted Interest Expense $ 6.6 Approximately $ 3.6 Non-GAAP Adjusted Interest Expense  Q3-16 includes 0.75% cash coupon on Senior Convertible Notes, interest on Senior Credit Agreement, amortization of debt issuance costs and other interest  Q3-16 excludes pre-tax interest expense for non-cash amortization of the debt discount of $4.2 million Other Income $ 3.5 $ 3.0 - $ 3.5 Non-GAAP Adjusted EBITDA % 12.8% Non-GAAP Adjusted EBITDA % which increases from Q3-15 Adjusted EBITDA increases from revenue growth and improved operating performance See “Regulation G Disclosure” slides 14-19 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions (% as a percent of contract revenues)

13 Conclusion Firm and strengthening end market opportunities  Telephone companies deploying FTTX to enable video offerings and 1 gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses with overall cable capital expenditures, new build opportunities, and capacity expansion projects increasing  Connect America Fund (“CAF”) II projects in planning and engineering, construction launching shortly  Customers are consolidating supply chains creating opportunities for market share growth Encouraged that industry participants are increasingly committing to multi-year capital spending initiatives which in most cases are meaningfully accelerating and expanding in scope

14 Appendix: Regulation G Disclosure Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Revenue Unaudited ($ in millions) GAAP % Non-GAAP - Organic % Q1-16 Organic Growth: Q1-16 659.3$ (39.5)$ -$ 619.7$ 29.2% 21.9% Q1-15 510.4$ (1.9)$ -$ 508.5$ Prior Quarters Organic Growth (Decline):P ior Qua ters Organic Growth (Decline): Q4-15 578.5$ (11.8)$ -$ 566.7$ 20.0% 18.2% Q4-14 482.1$ (2.8)$ -$ 479.3$ Q3-15 492.4$ (8.9)$ -$ 483.4$ 15.5% 13.4% Q3-14 426.3$ -$ -$ 426.3$ Q2-15 441.1$ (9.5)$ -$ 431.5$ 12.9% 10.5% Q2-14 390.5$ -$ -$ 390.5$ Q1-15 510.4$ (10.1)$ -$ 500.3$ (0.5)% (2.4)% Q1-14 512.7$ -$ -$ 512.7$ Q4-14 482.1$ (9.5)$ -$ 472.6$ 0.7% (0.7)% Q4-13 478.6$ (2.6)$ -$ 476.1$ Q3-14 426.3$ (5.5)$ -$ 420.7$ (2.5)% (3.8)% Q3-13 437.4$ -$ -$ 437.4$ Q2-14 390.5$ (111.5)$ -$ 279.0$ 5.7% 0.9% Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ Contract Revenues NON-GAAP ADJUSTMENTS Revenue Growth (Decline) % Revenues from businesses acquired Revenues from storm restoration services Non-GAAP Organic Revenues

15 Notes: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted EBITDA Unaudited ($ in 000's) Appendix: Regulation G Disclosure Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19.

16 Note: Amounts above may not add due to rounding. Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Revenue – certain customers Unaudited ($ in millions) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T CenturyLink Verizon GAAP Revenue Q1-16 659.3$ 427.9$ 231.3$ 125.8$ 102.9$ 64.1$ Q1-15 510.4$ 303.2$ 207.2$ 108.5$ 66.9$ 37.4$ GAAP Revenue - % Changes 29.2% 41.2% 11.6% 16.0% 53.8% 71.3% Non-GAAP Adjustments Q1-16 - Revenue from businesses acquired in FY'15 and Q1-16 (39.5)$ (27.3)$ (12.3)$ (0.7)$ (26.6)$ (0.0)$ Q1-15 - Revenue from businesses acquired in Q1-15 (1.9)$ (1.4)$ (0.5)$ -$ (1.4)$ -$ Non-GAAP Organic Revenue Q1-16 619.7$ 400.7$ 219.0$ 125.1$ 76.4$ 64.0$ Q1-15 508.5$ 301.8$ 206.7$ 108.5$ 65.5$ 37.4$ Non-GAAP Organic Revenue - % Changes Organic Revenue % Change 21.9% 32.8% 6.0% 15.4% 16.5% 71.2% * Includes AT&T, CenturyLink, Comcast, Verizon, and Unnamed customer in both Q1-16 and Q1-15. For Comcast and Unnamed customer, there was no revenue from businesses acquired in either the current year or prior year period.

17 Appendix: Regulation G Disclosure Note: Amounts above may not add due to rounding. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Earnings Per Share Unaudited ($ in 000's, except per share amounts) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 659,268$ -$ 659,268$ Cost of earned revenues, excluding depreciation and amortization 506,978 - 506,978 General and administrative expenses 51,464 - 51,464 Depreciation and amortization 27,449 - 27,449 Total 585,891 - 585,891 Interest expense, net (9,131) 1,780 (7,351) Loss on debt extinguishment (16,260) 16,260 - Other income, net 1,469 - 1,469 Income before income taxes 49,455 18,040 67,495 Provision for income taxes 18,631 6,837 25,468 Net income 30,824$ 11,203$ 42,027$ Basic earnings per share 0.94$ 0.33$ 1.27$ Diluted earnings per share 0.91$ 0.33$ 1.24$ Shares used in computing Basic EPS (in 000's): 32,871 32,871 Shares used in computing Diluted EPS (in 000's): 33,887 33,887 Three Months Ended October 24, 2015 Q1-16

18 Appendix: Regulation G Disclosure Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Guidance – Diluted Earnings per Common Share Unaudited Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 19. (a) Guidance for Diluted earnings per common share and Non-GAAP Adjusted Diluted Earnings per Common Share for the three months ending January 23, 2016 were computed using approximately 33.7 million in diluted weighted average shares outstanding. (b) The Company expects to recognize approximately $4.1 million in pre-tax interest expense during the three months ending January 23, 2016 for non-cash amortization of the debt discount associated with its 0.75% senior convertible notes. The Company excludes the effect of this non-cash amortization in its Non-GAAP financial measures. Guidance for the Three Months Ending January 23, 2016 (a) Diluted earnings per common share $ 0.44 - $ 0.52 Adjustment After-tax non-cash amortization of debt discount (b) $ 0.08 Non-GAAP Adjusted Diluted Earnings per Common Share $ 0.52 - $ 0.60

19 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 as follows: • Non-GAAP Organic Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods. Non-GAAP Organic Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Revenues over those of the comparable prior year period. Management believes organic growth (decline) is a helpful measure for comparing the Company’s revenue performance with prior periods. • Non-GAAP Adjusted EBITDA - net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates. • Non-GAAP Adjusted Net Income - GAAP net income before loss on debt extinguishment, non-cash amortization of the debt discount, certain non-recurring items and any tax impact related to these items, and "Non-GAAP Adjusted Diluted Earnings per Common Share" as Non-GAAP Adjusted Net Income divided by weighted average diluted shares outstanding. Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share: • Non-cash amortization of the debt discount - The Company’s 0.75% senior convertible notes due 2021 (the "Notes") were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the notes represents a debt discount. The debt discount will be amortized over the term of the notes but will not result in periodic cash interest payments. During the quarter ended October 24, 2015, the Company recognized approximately $1.8 million in pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results. • Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $16.3 million for early extinguishment of debt in connection with the redemption of its 7.125% senior subordinated notes on September 15, 2015. Management believes excluding the loss on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company's current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results. • Tax impacts of adjusted results - The tax impact of the adjusted results for the quarter ended October 24, 2015 was calculated utilizing a Non-GAAP effective tax rate which approximates the Company’s effective tax rate used for financial planning. The tax impact included in the Company’s guidance for the quarter ended January 23, 2016 was calculated using an effective tax rate used for financial planning and forecasting future results.

DYCOM INDUSTRIES, INC. Fiscal 2016 - 1st Quarter Presentation November 24, 2015