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): February 23, 2016

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

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

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 23, 2016, the Company announced the appointment of Eitan Gertel as a director. Mr. Gertel served as the Chief Executive Officer and a director of Finisar Corporation ("Finisar") from 2008 to 2015 as a result of the completion of the merger between Finisar and Optium Corporation ("Optium"). Prior to that, Mr. Gertel served as Chief Executive Officer and Chairman of the Board of Optium from 2004 to 2008 and as the President and a director of Optium from 2001 to 2004. From 1995 to 2001, Mr. Gertel served as Corporate Vice President and General Manager of the former transmission systems division of JDS Uniphase Corporation, a provider of broadband test and management solutions and optical products. In connection with Mr. Gertel's appointment, the Company's Board of Directors approved a resolution to increase the number of board members from eight to nine. The appointment, effective February 23, 2016, is for a term extending until the Company's next Annual Meeting of Shareholders.

The Board of Directors has not made a determination as to whether Mr. Gertel will be named to any committees of the Board of Directors.

Mr. Gertel's compensation for service as a non-employee director will be consistent with that of the Company's other non-employee directors, subject to proration to reflect the commencement date of his service on the Board. The non-employee director compensation program is described under the caption "Director Compensation" in the Company's proxy statement for its 2015 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on October 15, 2015.

A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 23, 2016, the Company issued a press release reporting fiscal 2016 second quarter results. The Company also provided forward guidance. Additionally, on February 24, 2016, 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 contract revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items, is not a recognized term under GAAP and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted Earnings per Common Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP diluted earnings per common share. Organic contract revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to investors because it allows for a more direct comparison of the Company's performance for the period reported with the Company's performance in prior periods.

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

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements regarding the outlook for the Company. These statements are based on management's current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Current Report on Form 8-K. The most significant of these risks and uncertainties are described in 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 February 23, 2016 by Dycom Industries, Inc. reporting fiscal 2016 second quarter results.

99.2 Slide presentation relating to the webcast and conference call held on February 24, 2016.

99.3 Press release dated February 23, 2016 announcing the appointment of Eitan Gertel to the Board of Directors.

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: February 24, 2016

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

February 23, 2016

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2016 SECOND QUARTER RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, February 23, 2016 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter ended January 23, 2016. The Company reported:

• Contract revenues of $559.5 million for the quarter ended January 23, 2016, compared to $441.1 million for the quarter ended January 24, 2015. Contract revenues for the quarter ended January 23, 2016 grew 19.4% on an organic basis after excluding contract revenues from acquired businesses that were not owned for the entire period in both the current and prior year quarter. Total contract revenues from acquired businesses were $32.9 million for the quarter ended January 23, 2016.

• Non-GAAP Adjusted EBITDA of $66.4 million, or 11.9% of contract revenues, for the quarter ended January 23, 2016, compared to $47.6 million, or 10.8% of contract revenues, for the quarter ended January 24, 2015.

• Non-GAAP Adjusted Net Income of $18.0 million, or $0.54 per common share diluted, for the quarter ended January 23, 2016, compared to net income of $9.4 million, or $0.27 per common share diluted, for the quarter ended January 24, 2015. On a GAAP basis, net income was $15.5 million, or $0.46 per common share diluted, for the quarter ended January 23, 2016.

Non-GAAP Adjusted Net Income for the quarter ended January 23, 2016 excludes $4.1 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 September 2021 issued in September 2015.

The Company also reported:

• Contract revenues of $1.219 billion for the six months ended January 23, 2016, compared to $951.5 million for the six months ended January 24, 2015. Contract revenues for the six months ended January 23, 2016 grew 20.8% on an organic basis after excluding contract revenues from acquired businesses that were not owned for the entire period in both the current and prior year period. Total contract revenues from acquired businesses were $76.2 million for the six months ended January 23, 2016, compared to $6.0 million for the six months ended January 24, 2015.

• Non-GAAP Adjusted EBITDA of $172.1 million, or 14.1% of contract revenues, for the six months ended January 23, 2016, compared to $114.0 million, or 12.0% of contract revenues, for the six months ended January 24, 2015.

• Non-GAAP Adjusted Net Income of $60.0 million, or $1.78 per common share diluted, for the six months ended January 23, 2016, compared to net income of $30.2 million, or $0.86 per common share diluted, for the six months ended January 24, 2015. On a GAAP basis, net income was $46.3 million, or $1.37 per common share diluted, for the six months ended January 23, 2016.

Non-GAAP Adjusted Net Income for the six months ended January 23, 2016 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 $5.9 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 September 2021 issued in September 2015.

The Company also announced its outlook for the third quarter of fiscal 2016. The Company currently expects total contract revenues for the third quarter of fiscal 2016 to range from $585 million to $605 million and Non-GAAP Adjusted Diluted Earnings per Common Share to range from $0.70 to $0.78. Non-GAAP Adjusted Diluted Earnings per Common Share guidance excludes $4.2 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 third 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), Wednesday, February 24, 2016; call (800) 230-1059 (United States) or (612) 234-9959 (International) ten minutes before the conference call begins and ask for the "Dycom Results" conference call. A live webcast of the conference call, 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 February 24, 2016. 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 Friday, March 25, 2016.

For additional detail on selected financial information including organic contract revenue, customer metrics, and certain other selected financial data and Non-GAAP financial measures, please refer to the Trend Schedule at www.dycomind.com in the Investor Center. The Trend Schedule will be available at approximately 7:00 a.m. (ET) on February 24, 2016.

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 second 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 includes the third quarter of fiscal 2016 outlook and 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---

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
	As of			As of
	January 23, 2016			July 25, 2015
	(Dollars in thousands)
ASSETS
Current assets:
Cash and equivalents	$	20,166		$	21,289
Accounts receivable, net	318,282			315,134
Costs and estimated earnings in excess of billings	302,393			274,730
Inventories	57,916			48,650
Deferred tax assets, net	19,152			20,630
Income taxes receivable	29,285			—
Other current assets	19,431			16,199
Total current assets	766,625			696,632
Property and equipment, net	290,536			231,564
Goodwill and other intangible assets, net	410,879			392,579
Other	35,501			38,089
Total non-current assets	736,916			662,232
Total assets	$	1,503,541		$	1,358,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	70,827		$	71,834
Current portion of debt (a)	5,625			3,750
Billings in excess of costs and estimated earnings	14,303			16,896
Accrued insurance claims	37,513			35,824
Other accrued liabilities	73,481			98,406
Total current liabilities	201,749			226,710
Long-term debt (a)	612,455			521,841
Accrued insurance claims	50,994			51,476
Deferred tax liabilities, net non-current	69,593			47,388
Other liabilities	4,546			4,249
Total liabilities	939,337			851,664
Total stockholders' equity	564,204			507,200
Total liabilities and stockholders' equity	$	1,503,541		$	1,358,864
(a) Total carrying amount of outstanding indebtedness consisted of the following:
	As of			As of
	January 23, 2016			July 25, 2015
	(Dollars in thousands)
Credit Agreement - Revolving facility (matures April 2020)	$	103,250		$	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	(110,460		)	—
Less: Unamortized debt issuance costs - Initial purchasers' discount	(9,710		)	—
	618,080			525,591
Less: Current portion of term loan	(5,625		)	(3,750		)
Long-term debt	$	612,455		$	521,841

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	January 23, 2016			January 24, 2015			January 23, 2016			January 24, 2015
	(Dollars in thousands, except per share amounts)
Contract revenues	$	559,470		$	441,081		$	1,218,738		$	951,470
Costs of earned revenues, excluding depreciation and amortization	450,284			355,429			957,263			758,898
General and administrative expenses (a)	47,020			41,815			98,484			86,511
Depreciation and amortization	29,898			23,264			57,347			46,193
Total	527,202			420,508			1,113,094			891,602
Interest expense, net (b)	(7,872		)	(6,730		)	(17,003		)	(13,480		)
Loss on debt extinguishment (c)	—			—			(16,260		)	—
Other income, net	1,072			1,735			2,542			3,530
Income before income taxes	25,468			15,578			74,923			49,918
Provision for income taxes	9,995			6,146			28,626			19,679
Net income	$	15,473		$	9,432		$	46,297		$	30,239
Earnings per common share:
Basic earnings per common share	$	0.47		$	0.28		$	1.41		$	0.89
Diluted earnings per common share	$	0.46		$	0.27		$	1.37		$	0.86
Shares used in computing earnings per common share:
Basic	32,662,942			34,125,829			32,767,088			34,067,983
Diluted	33,520,136			35,127,398			33,703,438			35,122,530
(a) Includes stock-based compensation expense of $4.2 million and $3.7 million for the three months ended January 23, 2016 and January 24, 2015, respectively, and $8.7 million and $7.6 million for the six months ended January 23, 2016 and January 24, 2015, respectively.
(b) Includes $4.1 million and $5.9 million for the three and six months ended January 23, 2016, respectively, for non-cash amortization of the debt discount associated with the 0.75% convertible senior notes due September 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.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES
Unaudited
NON-GAAP ORGANIC CONTRACT REVENUES AND NON-GAAP ORGANIC CONTRACT REVENUES GROWTH %
	Contract Revenues - GAAP		Revenues from businesses acquired			Non-GAAP - Organic Contract Revenues		GAAP - Growth %		Non-GAAP - Organic Growth %
	(Dollars in thousands)
Three Months Ended January 23, 2016	$	559,470	$	(32,884	)	$	526,586	26.8	%	19.4	%
Three Months Ended January 24, 2015	$	441,081	$	—		$	441,081
Six Months Ended January 23, 2016	$	1,218,738	$	(76,157	)	$	1,142,581	28.1	%	20.8	%
Six Months Ended January 24, 2015	$	951,470	$	(5,953	)	$	945,517

NON-GAAP ADJUSTED EBITDA
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	January 23, 2016			January 24, 2015			January 23, 2016			January 24, 2015
	(Dollars in thousands)
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
Net income	$	15,473		$	9,432		$	46,297		$	30,239
Interest expense, net	7,872			6,730			17,003			13,480
Provision for income taxes	9,995			6,146			28,626			19,679
Depreciation and amortization expense	29,898			23,264			57,347			46,193
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	63,238			45,572			149,273			109,591
Gain on sale of fixed assets	(1,016		)	(1,659		)	(2,152		)	(3,182		)
Stock-based compensation expense	4,200			3,664			8,708			7,554
Loss on debt extinguishment	—			—			16,260			—
Non-GAAP Adjusted EBITDA	$	66,422		$	47,577		$	172,089		$	113,963

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
NON-GAAP ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Three Months			Six Months
	Ended			Ended
	January 23, 2016			January 23, 2016
	(Dollars in thousands, except share amounts)
Reconciliation of Non-GAAP Adjusted Net Income:
Net income	$	15,473		$	46,297
Adjustments
Pre-tax loss on debt extinguishment	—			16,260
Pre-tax non-cash amortization of debt discount	4,148			5,928
Tax impact of adjustments	(1,628		)	(8,465		)
Total adjustments, net of tax	2,520			13,723
Non-GAAP Adjusted Net Income	$	17,993		$	60,020
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
Net income per common share	$	0.46		$	1.37
Total adjustments from above, net of tax	0.08			0.41
Non-GAAP Adjusted Diluted Earnings per Common Share	$	0.54		$	1.78
Diluted shares used in computing Adjusted Diluted Earnings per Common Share	33,520,136			33,703,438

OUTLOOK - ADJUSTED DILUTED EARNINGS PER COMMON SHARE
	Outlook for the
	Three Months Ending
	April 23, 2016 (a)
Diluted earnings per common share	$0.62 - $0.70
Adjustment
After-tax non-cash amortization of debt discount (b)	$0.08
Non-GAAP Adjusted Diluted Earnings per Common Share	$0.70 - $0.78
(a) Outlook for diluted earnings per common share and Non-GAAP adjusted diluted earnings per common share for the three months ending April 23, 2016 were computed using approximately 33.5 million in diluted weighted average shares outstanding.
(b) The Company expects to recognize approximately $4.2 million in pre-tax interest expense during the three months ending April 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 amortization in its Non-GAAP financial measures.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non‑GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. The Company cautions that Non‑GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Management defines the Non-GAAP financial measures used in this release as follows:

• Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods. 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 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 September 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 three and six months ended January 23, 2016, the Company recognized approximately $4.1 million and $5.9 million, respectively, 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 in the first quarter of fiscal 2016. Management believes excluding the loss on debt extinguishment from the Company’s Non‑GAAP financial measures assists investors' overall understanding of the Company's current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results.

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

EX-99.2

DYCOM INDUSTRIES, INC. Fiscal 2016 – 2nd Quarter Presentation February 24, 2016 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, our Quarterly Report on Form 10-Q filed with the SEC on November 25, 2015, and other filings with the SEC. The forward-looking statements in this presentation are expressly qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update these forward-looking statements to reflect new information, or events or circumstances arising after such date. This presentation includes certain “Non-GAAP” financial measures as defined by Regulation G of the SEC. As required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slides included as slides 13 through 18 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 Q2-16 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 demand and revenue growth  Contract revenues of $559.5 million in Q2-16 compared to $441.1 million in Q2-15. Organic growth of 19.4% excluding contract revenues of acquired businesses not included for the entire period of Q2-16 and Q2-15.  Solid operating performance  Gross margin % in-line year-over-year reflecting changes in work type mix, costs to expand operations for several large customer programs, and pronounced seasonality from acquisitions made during calendar 2015. These impacts were offset by year-over-year fuel savings.  Non-GAAP Adjusted EBITDA of $66.4 million, or 11.9% of revenues in Q2-16, compared to $47.6 million, or 10.8% in Q2-15  Non-GAAP Adjusted Diluted EPS increased to $0.54 in Q2-16 compared to $0.27 diluted earnings per share in Q2-15  Backlog increased $2.1 billion year-over-year to $5.056 billion at January 23, 2016 from significant new contract awards and extensions during the quarter  Increased share repurchase authorization on February 23, 2016 from $50 million to $100 million and extended maturity through August 2017 Financial charts - $ in millions, except earnings per share amounts Q2-16 Overview and Highlights See “Regulation G Disclosure” slides 13-18 for a reconciliation of GAAP to Non-GAAP financial measures. * Q2-15 diluted earnings per share is on a GAAP basis, as there were no Non-GAAP adjustments to Q2-15. *

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 have produced 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 accelerated  Customers are revealing with more specificity multi-year initiatives that are being implemented and managed locally Clear that calendar 2015 was 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 68.9% of revenues in Q2-16 compared to 60.5% in Q2-15  Double digit or higher organic growth in Q2-16 from several key customers:  AT&T: 28.6%  Comcast: 29.8%  Verizon: 137.9%  Unnamed customer: 284.6% Revenue Highlights  Organic growth of 19.4%, fifth straight quarter with double digit organic growth  Revenues from Q2-16 Top 5 customers increased 42.5% organically. All other customers decreased 11.9% organically See “Regulation G Disclosure” slides 13-18 for a reconciliation of GAAP to Non-GAAP financial measures. Organic growth over the past 5 quarters reflects Dycom’s continued ability to gain share and expand geographic reach, meaningfully increasing the long-term value of our maintenance business

7 Customers Description Area Approximate Term (in years) AT&T Construction Services Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Florida 4 Comcast Construction Services & Construction and Maintenance Services Illinois, Maryland, Virginia, Tennessee, Georgia 3-4 Windstream Construction and Maintenance Services New York, Iowa, Pennsylvania, Ohio, Missouri, Kentucky, Oklahoma, Mississippi, Tennessee, South Carolina, Georgia, Florida 3 Time Warner Cable Installation Services Wisconsin, New York, Ohio, New Jersey, North Carolina 1 Southern California Edison Underground Facility Locating California 3 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 10.8% 11.9%  Revenues of $559.5 million, organic growth of 19.4% year-over-year. Recently acquired businesses contributed $32.9 million in Q2-16  Non-GAAP Adjusted EBITDA increased to 11.9% of revenue in Q2-16 compared to 10.8% in Q2-15  Gross margin % in-line year-over-year reflecting changes in work type mix, costs to expand operations for several large customer programs, and pronounced seasonality from acquisitions made during calendar 2015. These impacts were offset by year-over-year fuel savings.  G&A as a % of revenue declined 108 basis points from operating leverage on our increased scale  Non-GAAP Adjusted Diluted EPS of $0.54 in Q2-16 compared to $0.27* diluted EPS in Q2-15, an increase of 100% Financial Highlights See “Regulation G Disclosure” slides 13-18 for a reconciliation of GAAP to Non-GAAP financial measures. * Q2-15 diluted earnings per share is on a GAAP basis, as there were no Non-GAAP adjustments to Q2-15. Financial charts - $ in millions, except earnings per share amounts *

9 Strong balance sheet and robust liquidity Liquidity Overview (a) Availability on Revolver presented net of $58.0 million and $57.7 million for outstanding L/C’s under the Senior Credit Agreement at Q1-16 and Q2-16, respectively. Financial tables - $ in millions Operating cash flows of $75.4 million funded strong organic growth during Q2-16. TTM Cap-ex, net of $147.1 million* enabled organic revenue growth of $355.3 million and backlog growth of $1 billion sequentially No significant near-term debt maturities Total days sales outstanding (“DSO”) is calculated as the summation of current accounts receivable, plus costs and estimated earnings in excess of billings, less billings in excess of costs and estimated earnings, (“CIEB, net”) divided by average revenue per day during the respective quarter. Amounts may not add due to rounding. Q2-15 Q2-16 $ 72.4 $ 75.4 $ (18.4) $ (48.7) $ (33.3) $ (28.0) $ (17.1) $ - $ (1.5) $ (0.3) Q2-15 Q2-16 55 52 40 47 96 99 Cash Flow Summary Repayments on credit facility Capital expenditures, net of disposals Cash provided by operations Ot er inve ti g and fina cing activity, net Sha pu chases DSO-Accounts receivable DSO – CIEB, net Total DSO *TTM Q2-2016 cap-ex, net equals the aggregate of quarterly cap-ex from Q2-16, Q1-16, Q4-15, and Q3-15 of $48.7 million, $39.4 million, $23.6 million, and $35.3 million, respectively

10 Q3-2015 Included for comparison Q3-2016 Outlook and Commentary Contract Revenues $ 492.4 $585 - $605  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 % in-line with Q3-15  Solid mix of customer growth opportunities with margins impacted by costs to expand operations for several large customers  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  Outlook for G&A expense % includes share-based compensation Share-based compensation $ 3.2 $ 4.0 Depreciation & Amortization $ 24.0 $ 31.6 - $ 32.3  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 $ 3.7 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 $ 2.8 - $ 3.2 Non-GAAP Adjusted EBITDA % 12.8% Non-GAAP Adjusted EBITDA % in-line or slightly better than the Q3-15 result Adjusted EBITDA amount increases from revenue growth and operating performance Diluted Earnings per Share $ 0.58 Non-GAAP Adjusted Diluted EPS $ 0.70 - $ 0.78  Non-GAAP Adjusted Diluted EPS excludes non-cash amortization of debt discount on Senior Convertible Notes. See slide 17 for reconciliation of guidance for Non-GAAP Adjusted Diluted Earnings per Common Share for the third quarter of fiscal 2016. Diluted Shares 35.0 million 33.5 million Q3-2016 Outlook See “Regulation G Disclosure” slides 13-18 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions, except earnings per share amounts (% as a percent of contract revenues)

11 Looking Ahead to Q4-2016 Q4-2015 Included for comparison Q4-2016 Outlook and Commentary – Contract Revenues $ 578.5 Total revenue growth % in mid to high twenties as a % of revenue (Including the additional week in Q4-16)  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 $40.0 million of revenue in Q4-16 from businesses acquired compared to approximately $2.4 million in Q4-15  Q4-16 will include an additional week due to our 53 week fiscal year Gross Margin % 22.9% Gross Margin % which increases from Q4-15  Improving mix of customer growth opportunities G&A Expense % 8.2% G&A as a % of revenue declines from Q4-15  G&A as a % of revenue declines from operating leverage on our increased scale  Outlook for G&A expense % includes share-based compensation Share-based compensation $ 3.1 $ 4.3 Depreciation & Amortization $ 25.9 $ 34.2 - $ 35.0  Depreciation and amortization reflects increased cap-ex and recently acquired businesses  Includes amortization of approximately $4.9 million in Q4-16 compared to $4.4 million in Q4-15 Adjusted Interest Expense $ 6.9 Approximately $ 3.9 Non-GAAP Adjusted Interest Expense  Q4-16 includes 0.75% cash coupon on Senior Convertible Notes, interest on Senior Credit Agreement, amortization of debt issuance costs and other interest, including additional week as a result of 53 week fiscal year  Q4-16 excludes pre-tax interest expense for non-cash amortization of the debt discount of $4.6 million Other Income $ 1.3 $ 1.1 - $ 1.6 Non-GAAP Adjusted EBITDA % 15.3% Non-GAAP Adjusted EBITDA % which increases from Q4-15 Adjusted EBITDA increases from revenue growth and operating performance See “Regulation G Disclosure” slides 13-18 for a reconciliation of GAAP to Non-GAAP financial measures. Financial table- $ in millions (% as a percent of contract revenues) Q4-2016 will have 14 weeks of operations as required by our 53 week fiscal calendar compared to 13 weeks in Q4-2015

12 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. Have received assignments from one recipient for fixed wireless deployments  Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of our maintenance business Encouraged that industry participants are committed to multi-year capital spending initiatives which in most cases are meaningfully accelerating and expanding in scope

13 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 18. Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Non-GAAP Organic Contract Revenue Unaudited ($ in millions) (a) Trailing twelve month (“TTM”) Q2-16 contract revenues equals the aggregate of quarterly contract revenues from Q2-16, Q1-16, Q4-15, and Q3-15. TTM Q2-15 contract revenues equals the aggregate of quarterly contract revenues from Q2-15, Q1-15, Q4-14, and Q3-14. GAAP % Non-GAAP - Organic % Revenues from businesses acquired Revenues from storm restoration services TTM Organic Contract Revenues (a): TTM Q2-16 2,289.6$ (96.9)$ -$ 2,192.7$ 23.1% 19.3% TTM Q2-15 1,859.8$ (22.4)$ -$ 1,837.4$ Q2-16 Organic Growth: Q2-16 559.5$ (32.9)$ -$ 526.6$ 26.8% 19.4% Q2-15 441.1$ -$ -$ 441.1$ Prior Quarters Organic Growth (Decline):P ior Qua ters Organic Growth (Decline): Q1-16 659.3$ (39.5)$ -$ 619.7$ 29.2% 21.9% Q1-15 510.4$ (1.9)$ -$ 508.5$ 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$ Contract Revenues NON-GAAP ADJUSTMENTS Revenue Growth (Decline) % Non-GAAP Organic Contract Revenues

14 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 18.

15 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 Contract Revenue – certain customers Unaudited ($ in millions) Use of Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In our quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, we may use or discuss Non-GAAP financial measures, as defined by Regulation G of the SEC. See Explanation of Non-GAAP Measures on slide 18.

16 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 18. GAAP Reconciling Item Adjusted Non-GAAP Contract revenues 559,470$ -$ 559,470$ Cost of earned revenues, excluding depreciation and amortization 450,284 - 450,284 General and administrative expenses 47,020 - 47,020 Depreciation and amortization 29,898 - 29,898 Total 527,202 - 527,202 Interest expense, net (7,872) 4,148 (3,724) Other income, net 1,072 - 1,072 Income before income taxes 25,468 4,148 29,616 Provision for income taxes 9,995 1,628 11,623 Net income 15,473$ 2,520$ 17,993$ Basic earnings per share 0.47$ 0.08$ 0.55$ Diluted earnings per share 0.46$ 0.08$ 0.54$ Shares used in computing Basic EPS (in 000's): 32,663 32,663 Shares used in computing Diluted EPS (in 000's): 33,520 33,520 Three Months Ended January 23, 2016 Q2-16

17 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 18. (a) Guidance for Diluted earnings per common share and Non-GAAP Adjusted Diluted Earnings per Common Share for the three months ending April 23, 2016 were computed using approximately 33.5 million in diluted weighted average shares outstanding. (b) The Company expects to recognize approximately $4.2 million in pre-tax interest expense during the three months ending April 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 April 23, 2016 (a) Diluted earnings per common share $0.62 - $ 0.70 Adjustment After-tax non-cash amortization of debt discount (b) $ 0.08 Non-GAAP Adjusted Diluted Earnings per Common Share $ 0.70 - $ 0.78

18 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 Contract 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 Contract 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 January 23, 2016, the Company recognized approximately $4.1 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. • Tax impacts of adjusted results - The tax impact of the adjusted results for the quarter ended January 23, 2016 was calculated utilizing a Non-GAAP effective tax rate which approximates the Company’s effective tax rate used for financial planning. The tax impact included in the Company’s guidance for the quarter ending April 23, 2016 was calculated using an effective tax rate used for financial planning and forecasting future results.

DYCOM INDUSTRIES, INC. Fiscal 2016 – 2nd Quarter Presentation February 24, 2016

EX-99.3

Exhibit 99.3

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

Palm Beach Gardens, Florida    February 23, 2016

DYCOM INDUSTRIES, INC. APPOINTS

EITAN GERTEL AS DIRECTOR

Palm Beach Gardens, Florida, February 23, 2016 – Dycom Industries, Inc. (NYSE:DY) announced today the appointment of Eitan Gertel as a director. Mr. Gertel served as the Chief Executive Officer and a director of Finisar Corporation from 2008 to 2015 as a result of the completion of the merger between Finisar and Optium Corporation. Prior to that, Mr. Gertel served as Chief Executive Officer and Chairman of the Board of Optium from 2004 to 2008 and as the President and a director of Optium from 2001 to 2004. From 1995 to 2001, Mr. Gertel served as Corporate Vice President and General Manager of the former transmission systems division of JDS Uniphase Corporation, a provider of broadband test and management solutions and optical products. In connection with Mr. Gertel’s appointment, Dycom’s Board of Directors approved a resolution to increase the number of board members from eight to nine. The appointment, effective February 23, 2016, is for a term extending until Dycom’s next Annual Meeting of Shareholders.

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.