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): June 3, 2010

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction)	(Commission file number)	(I.R.S. employer
of incorporation)		identification no.)

11770 U.S. Highway One, Suite 101

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 7.01 Regulation FD Disclosure.

Representatives of Dycom Industries, Inc. (the “Registrant”) will participate in the Credit Suisse 2010 Engineering and Construction Conference in New York City, New York on Thursday, June 3, 2010. A copy of the slide package to be used by the Registrant at the conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Please refer to page 1 (following the cover page) of Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto. The forward-looking statements in this Current Report on Form 8-K (including Exhibit 99.1) are made as of the date hereof, and the Registrant does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof except as required by law. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K. In addition, please refer to page 1 (following the cover page) of Exhibit 99.1 for a discussion of Non-GAAP financial measures included therein. A reconciliation of these measures to the most directly related comparable GAAP measures is included at the end of the Exhibit.

The information in the preceding paragraphs, as well as Exhibit 99.1, 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 Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

99.1 Slide package to be used at the Credit Suisse 2010 Engineering and Construction Conference on June 3, 2010.

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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: June 3, 2010

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

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Slide package to be used at the Credit Suisse 2010 Engineering and Construction Conference on June 3, 2010.

4

EX-99.1

Credit Suisse 2010 Engineering
and Construction Conference
June 3, 2010

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Forward-Looking Statements and Non-GAAP
Information

Forward-Looking Statements and Non-GAAP
Information

This presentation contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “forecast,” “may,” “should”, “could”, “project,” “outlook” and similar
expressions identify forward-looking statements. These forward-looking statements are
based on management’s current expectations, estimates and projections and speak only as
of the date of this presentation. Forward-looking statements are subject to known and
unknown 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 presentation. The factors that could affect future results and could cause these results
to differ materially from those expressed in the forward-looking statements include, but are
not limited to, those described under Item 1A, “Risk Factors” of the Company’s Annual
Report on Form 10-K for the year ended July 25, 2009, and other risks outlined in the
Company’s periodic filings with the Securities and Exchange Commission (“SEC”). Except
as required by law, the Company may not update forward-looking statements even though
its situation may change in the future.

This presentation includes certain “Non-GAAP” financial measures as defined by SEC rules.
As required by the SEC we have provided a reconciliation of those measures to the most
directly comparable GAAP measures on the Regulation G slide included at the end of this
presentation.

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Dycom Industries Introduction

nLeading provider of specialty contracting services principally to
telephone and cable companies

nTelecommunications industry dynamics driving growth potential

nMajor participant in a large, but fragmented industry, which offers
acquisition opportunities

nSignificant portion of revenues from multi-year Master Service
Agreements

nExperienced management team operating through a decentralized,
customer-focused organizational structure

nStrong cash flows and liquidity

4

Revenue Mix

Quarter Ended April 24, 2010- $231.6 million

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Providing End-To-End Services

Engineering

Underground Facility Locating

Outside Plant & Equipment Installation

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Dycom Industries At a Glance

Dycom is a leading telecommunications infrastructure provider in the United States

nHeadquartered in Palm Beach Gardens, Florida

nThird quarter fiscal 2010 revenues of $231.6 million

nStrong financial profile

}Cash and equivalents $116.2 million at April 24, 2010

}Shareholders’ equity $389.1 million at April 24, 2010

}Operating cash flow of $126.6 million for fiscal year 2009

nNationwide footprint

}Operates in 48 states and to a limited extent in Canada

}30 operating subsidiaries and hundreds of field offices

nOver 8,500 employees

nListed on the NYSE under the ticker: DY

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Strong subsidiaries, broad national footprint

Subsidiaries

Dycom’s Nationwide Presence

Dycom Operating Overview

8

Industry Developments…

nTelephone/cable industry convergence - a reality

}Competition for customers drives growth

nNetwork bandwidth expansion - an imperative

}Telephone companies expanding network capacity

}Cable responding to match capabilities and facilitate new
products such as VOIP, HDTV, and wideband

nProduct bundles - key to telephone/cable success

}Decrease churn

}Provide revenue growth opportunities to offset market share
erosion

}Differentiate service from satellite video providers

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…And Opportunities

nIncreased capital spending

}Telephone company deployments of Fiber (FTTx)

}Cable company bandwidth expansion

}Customer premise equipment deployments

}Fiber to the cell site

nRenewed focus on network reliability and availability as subscribers
demand better service levels

nContinued outsourcing as time to market and installation quality
crucial for new product launches

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Telecom Capital Spending

Capex Commentary

nContinued capital spending in wireline reflects burgeoning demand for voice, data and
video transmission

nRBOCs will continue to constitute the vast majority of U.S. fixed line investment

nSignificant portion of RBOCs’ capital budgets are expected to be from fiber deployments,
including fiber to the cell site initiatives

nCarriers are shifting capital spending to address growth needs and increased
competition from cable companies

“… we believe IPTV is an important part of our future.And we’ll be looking for
ways to continue to expand our investment and the rollout of this product in the
months ahead.”

Glen Post III - CenturyLink - - Chairman and Chief Executive OfficerMay 2010

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Cable Capital Spending

Capex Commentary

nContinued capital expenditures on bandwidth reclamation, VOIP and HDTV product
offerings, and cellular backhaul

nOngoing plant and network enhancements are critical as cable operators continue to
offer services that require greater reliability

nNetwork capacity and reliability increasingly crucial as cable companies compete with
traditional telecom firms

“We also continue to make significant progress deploying All-Digital and DOCSIS
3.0. We reach nearly 80% of our footprint with DOCSIS 3.0, reinforcing our
leadership position in broadband. As we deploy this capability, we are doubling the
speeds to our existing customers and introducing new, higher-speed services in
these markets. Today, we offer 50 Mb speed service to 40 million homes where it is
available and will soon begin to roll out 100 Mb service. We are now actively
deploying All-Digital in many of our markets, recapturing and more efficiently using
our bandwidth.”

Brian Roberts, Comcast - Chairman and Chief Executive OfficerApril 2010

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n“Dig Safe” laws in all 50 states require owners of underground utilities to
identify and mark their facilities prior to excavation

}Regulate telephone, cable, power, gas, water & sewer utilities

}Seek to minimize network outages, protect job-site workers, and
safeguard the general public

}Locates often required as a condition for permit issuance

nGenerally outsourced by telecom companies and cable operators

}Work generated by excavators via “800 number” call centers

}High volume of transactions must be completed within 48-72 hours

nRegulatory backdrop promotes steady workflow

}Driven by regional macro-economic factors

Underground Facility Locating Services

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Dycom’s Competitive Advantages

nEstablished customer relationships and reputation

nBroad geographic coverage

nScale to satisfy customer time and service requirements

nResponsive, local decentralized business units

nAccess to capital

nSenior management operating expertise

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Growth Strategy As Opportunities
Expand

nBuild and maintain long-term customer relationships at the local level

}Position business to capture both recurring maintenance and new capital
spending

nEmpower subsidiary management

}Build relationships with customer contracting decision makers

}Utilize detailed knowledge of local pricing dynamics

}Leverage subcontractors and local trade relationships

nDeliberately select attractive customers with profitable business

}Focus on higher quality, long-term telecommunications industry leaders

nSelectively screen potential acquisitions

}Healthy players that bring long-term, established customer relationships

}Complement existing Dycom customer footprint

}Position Company for significant customer capital or maintenance
spending

Dycom employs a deliberate and methodical growth strategy

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Blue-chip, predominantly investment grade clients comprise the vast majority of revenue

Well Established Customers

Fiscal Quarter Ended April 24, 2010

Customer Revenue Breakdown

Other

Comcast

Charter

Cablevision

Windstream

AT&T

CenturyLink

Qwest

Verizon

Time Warner Cable

West Carolina Telephone

Electric Power Board

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Customer Rotation

Key long-term relationships help Dycom manage the cyclical nature of telecom and cable capex spending

For comparison purposes, when customers have been combined through acquisition or merger, their revenues have been combined for all periods.

65%

35%

62%

38%

63%

68%

32%

68%

32%

64%

36%

37%

63%

33%

67%

37%

64%

36%

64%

36%

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Dycom’s revenue stream is primarily generated by long-term contractual agreements

nMaster Service Agreements (MSA’s)

nSignificant majority of contracts are
based on units of delivery

Revenue By Contract Type
Quarter Ended April 24, 2010

Revenue - - Q3 Fiscal 2010

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Senior Management

Seasoned management team with several decades of combined industry experience

Financial Update

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nCentralize activities which yield synergistic benefits

}Treasury

}Tax

}Risk management

}Capital asset procurement

}Information technology resources

nDecentralize financial operations to provide solid support
and flexibility at operating unit level

nMaintain financial resources to support internal growth
and acquisition opportunities

Financial Overview

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Fiscal Year Results - Revenue and
Earnings

(1) The amounts for EBITDA - Adjusted and Income from continuing operations -Non-GAAP are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nAnnual revenue exceeding $1.1
billion for the three most recent
fiscal years

nRevenue of $707.1 million for the
nine months ended April 24, 2010
compared to $837.2 million for the
nine months ended April 25, 2009

nRevenue and results impacted by
customer reductions in capital
spending plans in response to
challenging economic conditions

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Quarterly Results - Revenue and
Earnings

nSeasonal revenue pattern driven by
weather and available work days

nQ3-10 impacted by difficult weather
conditions; total revenue trends
beginning to improve in Q3-10

nEBITDA - Adjusted and Income from
Continuing Operations increased
sequentially reflecting higher levels of
operations and increased productivity

(1) The amounts for EBITDA - Adjusted and Income (Loss) from continuing operations - -Non-GAAP are Non-GAAP financial measures adjusted to exclude certain
items.See “Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

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Fiscal Year Results - Cash Flow and

(1) Capital expenditures net of proceeds from the sale of assets

(2) The amounts for EBITDA - Adjusted and Net Debt used in the calculations herein are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nCash flow from operations over $100
million for the four most recent years

nAmple cash flows to support capital
expenditures and fund operations

nLong term financing in place as of
April 24, 2010

}$135.35 million Senior Subordinated
Notes - October 2015 maturity

}$210 million Credit Facility:

}September 2011 maturity

}No borrowings outstanding

n0.3x ratio of Net Debt to EBITDA-Adjusted
in fiscal 2009

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Quarterly Results - Cash Flow and

Liquidity

(1) Capital expenditures net of proceeds from the sale of assets

(2) The amounts for EBITDA - Adjusted and Net Debt used in the calculations herein are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nCash flows used to fund operations as
activity level increased during the quarter

nCapital expenditures, net of disposals at
$6.9 million

nStrong financial profile

nAmple liquidity as of April 2010

}$116.2 million cash and equivalents

}$131.4 million availability under
Revolving Credit Facility

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Regulation G Disclosure

Credit Suisse 2010 Engineering
and Construction Conference
June 3, 2010