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 22, 2010

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.)

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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 7.01 Regulation FD Disclosure.
	Item 8.01 Other Events
	Item 9.01 Financial Statement and Exhibits.
SIGNATURES
EX-99.1
EX-99.2
EX-99.3

Item 2.02 Results of Operations and Financial Condition.

On November 22, 2010, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2011 first quarter results. Additionally, on November 23, 2010, the Company made available a slide presentation to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and slide presentation are furnished as Exhibits 99.1 and 99.2 to this report on Form 8-K and are incorporated herein by reference.

The press release and slide presentation include certain Non-GAAP items.  These Non-GAAP items are reconciled to the comparable GAAP measures in the GAAP reconciliation schedules provided in the release and slide presentation. The Company believes these Non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the period with the Company’s performance in the comparable prior-year period.

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 Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On November 23, 2010, the Company will host a previously announced webcast/conference call and slide presentation at 9:00 a.m. (ET), in connection with the Company's fiscal 2011 first quarter results.  As noted in the Company's November 16, 2010   press release announcing the webcast/conference call and slide presentation, any interested party can listen to the call using the telephone numbers and passcode provided in the press release, and the webcast and slide presenttaion are available to the public on the website provided in the release.  The slide presentation attached hereto as Exhibit 99.2 is the slide presentation available on such website and will be discussed on the webcast and conference call.  A copy o f the slide presentation is furnished as Exhibit 99.2 to this report on Form 8-K and is incorporated herein by reference.

The slide presentation includes certain Non-GAAP items.  These Non-GAAP items are reconciled to the comparable GAAP measures in the GAAP reconciliation schedules provided in the slide presentation. The Company believes these Non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the period with the Company’s performance in the comparable prior-year period.

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

Item 8.01 Other Events.

On November 22, 2010, Dycom Industries, Inc. (the “Company”) issued a press release announcing that pursuant to an asset purchase agreement with Communication Services, Inc. and its affiliates (“CSI”), it has purchased substantially all of CSI’s assets, and assumed certain liabilities associated with these assets, for total consideration of approximately $9.7 million. The total consideration is subject to adjustment based on a determination of the final working capital delivered by CSI at closing.  A copy of the press release is furnished as Exhibit 99.3 to this report on Form 8-K and is incorporated herein by reference.

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 with respect to the Company’s fiscal 2011 second quarter. 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 Form 8-K. Such risks and uncertainties include: business and economic conditions 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, the future impact of a ny acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in the Company’s other 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.

99.1	Press release dated November 22, 2010 by Dycom Industries, Inc. announcing the fiscal 2011 first quarter results.
99.2	Slide presentation relating to the webcast and conference call held regarding the Company’s fiscal 2011 first quarter results, which will take place on November 23, 2010.
99.3	Press release dated November 22, 2010 by Dycom Industries, Inc. announcing the asset purchase agreement with Communication Services and its affiliates.

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 23, 2010

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Senior Vice President and Chief Financial Officer

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

Palm Beach Gardens, Florida November 22, 2010

DYCOM ANNOUNCES FISCAL 2011 FIRST QUARTER RESULTS

Palm Beach Gardens, Florida, November 22, 2010--Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 30, 2010.  The Company reported:

·   contract revenues of $261.6 million for the quarter ended October 30, 2010, compared to $259.1 million for the quarter ended October 24, 2009, an increase of 1.0%; and

·   net income on a GAAP basis of $6.7 million, or $0.18 per common share diluted, for the quarter ended October 30, 2010, compared to $3.5 million, or $0.09 per common share diluted, for the quarter ended October 24, 2009. On a Non-GAAP basis, net income for the quarter ended October 24, 2009 was $5.8 million, or $0.15 per common share diluted.  Non-GAAP net income for the quarter ended October 24, 2009 excludes a $2.0 million pre-tax charge in cost of earned revenues for the settlement of a wage and hour class action claim and a $1.1 million non-cash charge to income tax expense for a valuation allowance against a deferred tax asset recorded during the first quarter of fiscal 2010.

See the accompanying tables which present a reconciliation of Non-GAAP net income to GAAP net income.

The Company also reported the repurchase of 3,239,900 shares, representing 8.4% of shares outstanding, for $31.0 million in open market transactions during the quarter ended October 30, 2010.

A Tele-Conference call to review the Company’s results will be hosted at 9 a.m. (ET), Tuesday,    November 23, 2010; Call 800-230-1766 (United States) or 612-332-0632 (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 a slide presentation, will be available at http://www.dycomind.com under the heading “Events.”  If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the slide presentation will be available at http://www.dycomind.com until Thursday, December 23, 2010.

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include 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 and others.

Fiscal 2011 first quarter results are preliminary and are unaudited.  This press release may contain 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.  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.  Such risks and uncertainties include business and economic conditions 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 impaire d, the future impact of any acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs, the availability of financing and the other risks detailed in our filings with the Securities and Exchange Commission.  The Company does not undertake to update forward-looking statements.

---Tables Follow---

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 30, 2010 and July 31, 2010
Unaudited
	October 30,		July 31,
	2010		2010
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and equivalents	$	79,960	$	103,320
Accounts receivable, net		113,070		110,117
Costs and estimated earnings in excess of billings		65,057		66,559
Deferred tax assets, net		14,937		14,944
Income taxes receivable		1,067		3,626
Inventories		15,139		16,058
Other current assets		11,851		8,137
Total current assets		301,081		322,761
Property and equipment, net		134,674		136,028
Goodwill		157,851		157,851
Intangible assets, net		48,059		49,625
Other		12,481		13,291
Total	$	654,146	$	679,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	24,076	$	25,881
Current portion of debt		-		47
Billings in excess of costs and estimated earnings		667		376
Accrued insurance claims		28,499		28,086
Other accrued liabilities		41,507		42,813
Total current liabilities		94,749		97,203
Long-term debt		135,350		135,350
Accrued insurance claims		24,747		24,844
Deferred tax liabilities, net non-current		24,702		24,159
Other liabilities		3,507		3,445
Stockholders' Equity		371,091		394,555
Total	$	654,146	$	679,556

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months
	Ended			Ended
	October 30,			October 24,
	2010			2009
	(Dollars in thousands, except per share amounts)
Contract revenues	$	261,584		$	259,116
Cost of earned revenues, excluding depreciation and amortization		209,322			209,971
General and administrative expenses (1)		22,825			23,502
Depreciation and amortization		15,616			15,191
Total		247,763			248,664
Interest income		28			35
Interest expense		(3,707	)		(3,544	)
Other income, net		1,757			1,105
Income before income taxes		11,899			8,048
Provision for income taxes		5,152			4,525
Net income	$	6,747		$	3,523
Earnings per common share:
Basic earnings per common share	$	0.18		$	0.09
Diluted earnings per common share	$	0.18		$	0.09
Shares used in computing income per common share:
Basic		37,465,142			38,990,281
Diluted		37,567,946			39,281,606
(1) Includes stock-based compensation expense of $0.8 million and $1.0 million for the three months ended October 30, 2010 and October 24, 2009, respectively.

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
	Three Months		Three Months
	Ended		Ended
	October 30,		October 24,
	2010		2009
	(Dollars in thousands, except per share amounts)
Pre-Tax Reconciling Items decreasing net income
Charge for wage and hour class action settlement	$	-	$	(2,000	)
Valuation allowance on deferred tax asset		-		(1,090	)
Total Reconciling Items, net of tax	$	-	$	(3,090	)
GAAP net income	$	6,747	$	3,523
Adjustment for Reconciling Items above, net of tax		-		2,264
Non-GAAP net income	$	6,747	$	5,787
Earnings per common share:
Basic earnings per common share  - GAAP	$	0.18	$	0.09
Adjustment for Reconciling Items above, net of tax		-		0.06
Basic earnings per common share - Non-GAAP	$	0.18	$	0.15
Diluted earnings per common share - GAAP	$	0.18	$	0.09
Adjustment for Reconciling Items above, net of tax		-		0.06
Diluted earnings per common share - Non-GAAP	$	0.18	$	0.15
Earnings per share amounts may not add due to rounding.
Shares used in computing GAAP and Non-GAAP earnings per common share and adjustment for Reconciling Items above:
Basic		37,465,142		38,990,281
Diluted		37,567,946		39,281,606

EX-99.2

1st Quarter Presentation

November 23, 2010

1

Participants

Steven E. Nielsen
President & Chief Executive Officer

Tim Estes
Chief Operating Officer

H. Andrew DeFerrari
Chief Financial Officer

Richard B. Vilsoet
General Counsel

2

Forward-Looking Statements and Non-
GAAP Information

Forward-Looking Statements and Non-
GAAP Information

Fiscal 2010 first quarter results are unaudited. This presentation contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements with respect to the Company’s fiscal 2011 second quarter. The
words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,”
“could,” “project,” “outlook,” and similar expressions, including statements regarding
backlog, 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 31, 2010, 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 slides included at slides 13
and 14 of this presentation.

3

Q1-2011 Overview

nContract revenue of $261.6 million increased 1.0% year-over-year in
Q1-11

nFirst organic growth since Q4-08

nQ1-11 results of $0.18per share

nStrong liquidity at October 30, 2010

nRepurchased over 3.5 million shares for $34.2 million during the period
August 27, 2010 through November 22, 2010

nAcquired Communication Services, Inc. (“CSI”) on November 19, 2010

4

Share Repurchase Recap

Fiscal Year	Amount	Shares	Average price paid
Fiscal 2006	$186,221,173	8,763,451	$21.25
Fiscal 2008	25,159,123	1,693,500	$14.86
Fiscal 2009	2,914,806	450,000	$6.48
Fiscal 2010	4,488,655	475,602	$9.44
Fiscal 2011 (thru 11/22/10)	34,239,112	3,531,400	$9.70
Total	$253,022,869	14,913,953	$16.97

Over $250 million returned to shareholders

5

Revenue Summary

nTop 5 customers represented 62.0% of
revenue in Q1-11 and 65.5% of
revenue in Q1-10.

nContract revenue from non-Top 5
customers increased by 11.2%, the
fastest rate of growth since Q4 of fiscal
2006.

nOverall revenue trends continue to
improve in Q1-11. Revenue grew
organically for the first time since Q4 of
fiscal 2008.

nExcluding Verizon, all other customers
combined grew 8.9% in Q1-11.

* For comparison purposes, CenturyLink includes combined revenues from CenturyTel, Inc. and Embarq Corporation for each period presented.

Note:See “Regulation G Disclosure” slide 13 for a reconciliation of GAAP to Non-GAAP financial measures.

**Organic revenue change excludes revenue from storm restoration work in Q3-09, Q2-09 and Q1-09 and excludes the impact of an additional week in Q4-10 to adjust for our 52/53
week fiscal calendar.

6

Backlog and Employees

Current Awards and Extensions

Customers	Area	Description	Approximate Term (in years)
nAT&T	Georgia, Kentucky, North Carolina	Construction and maintenance services	3
nComcast	Maryland	Network upgrade	1
nDukeNet	North Carolina	Fiber to the cell site	1
nVarious	New Mexico, North Carolina, Tennessee, Virginia, and Wyoming	Rural fiber deployment	1-2

7

Opportunities Update

	Potential Customers	Grants	Total Including Recipient Match
Opportunities excluding projects related to data centers, libraries, computer/broadband training, mapping and projects outside the lower 48 states	334	$6.076 billion	$7.117 billion
Actively targeted opportunities	177	$4.397 billion	$5.199 billion

nBroadband Initiatives Program (BIP)

nBroadband Technology Opportunities Program (BTOP)

nTotal Federal Government Funding - $6.9 billion ($7.2 billion originally allocated)

Note:The information included above has been compiled from publicly available data.The Company is not responsible for the accuracy of, or updates to, this information.

8

Summary Results

Fully Diluted EPS - Non-GAAP
Q1-10	Q1-11
$0.15	$0.18

Note:See “Regulation G Disclosure” slide 14 for a reconciliation of GAAP to Non-GAAP financial measures.

1.0%

9

Selected Financial Information

(a)See “Regulation G Disclosure” slide 14 for a reconciliation of GAAP to Non-GAAP financial measures.

(b)Amounts may not foot due to rounding.

	Q1-11	Q1-10	Change (b)
($ in millions)
Contract Revenues	$261.6	$259.1	$2.5	§Year-over-year revenue increase of 1.0%
Cost of Earned Revenues - Non- GAAP (a)	$209.3 80.0%	$208.0 80.3%	$1.4 (0.2)%	§Cost of earned revenues as a percentage of revenue improved as a result of improved labor efficiency and safety claim experience, partially offset by the impact of increased materials, increased prices of gasoline, and $0.5 million for a legal settlementduring Q1-11
General & Administrative	$22.8 8.7%	$23.5 9.1%	$0.7 (0.3)%	§G&A decline from reduced payroll and professional fees
Depreciation & Amortization	$15.6 6.0%	$15.2 5.9%	$0.4 0.1%	§Depreciation and interest expense up slightly
Interest expense	$3.7 1.4%	$3.5 1.4%	$0.2 -
Other Income, Net	$1.8 0.7%	$1.1 0.4%	$0.7 0.2%	§Other income, net increased as more assets were sold and favorable prices received
Effective income tax rate - Non-GAAP (a)	43.3%	42.4%	0.9%

10

Cash Flow and Liquidity

nSolid operating cash flows during the
quarter

nCombined days sales outstanding on
trade receivables and net unbilled
revenues were 62 days in Q1-11 (a)

nCapital expenditures, net of disposals at
$11.4 million

nOver 3.2 million shares repurchased for
approximately $31.0 million during the
quarter at an average price of $9.58 per
share

nDebt less cash was approximately $55
million at the end of Q1-11

(a) 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.

11

Summary

nClear indications of an improving environment

nNotable contract awards

nAt the forefront of evolving industry opportunities including
those generated by rural broadband stimulus funding

nEncouraged by deployment of new technologies to
consumers and businesses by cable operators

nResponding to an increasing number of industry
participants for wireless backhaul services

12

Looking Ahead

nNormal seasonal operating patterns and organic growth drive revenue

nImproving organic growth and new project opportunities enable ongoing
assessments of our portfolio of businesses and contracts

nContinued solid and growing cash flows dedicated to accretive
acquisition opportunities and share repurchases as valuation and
projected returns direct

nConfidence that trends will be improving for a sustained period
supporting patience with respect to individual quarterly results

Q2 - 2011:

nRevenues which grow slightly year over year

nMargins which improve year over year

nApproximately breakeven earnings per share due to seasonal effects

13

Appendix: Regulation G Disclosure

Amounts may not foot due to rounding.

(a) Non-GAAP adjustments in Q4-10 result from the Company’s 52/53 week fiscal year.The Q4-10 Non-GAAP adjustments reflect the impact of the additional week in
Q4-10 and are calculated by dividing contract revenues by 14 weeks.The result, representing one week of contract revenues, is subtracted from the GAAP-contract
revenues to calculate 13 weeks of revenue for Q4-10 on a Non-GAAP basis for comparison purposes. The Non-GAAP adjustments in Q3-09, Q2-09, and Q1-09 also
reflect storm restoration revenues recognized during those periods.

(b)Year-over-year growth (decline) percentage is calculated as follows: (i) revenues in the quarterly period less (ii) revenues in the comparative prior year quarter
period; divided by (ii) revenues in the comparative prior year quarter period.

14

Appendix: Regulation G Disclosure

1st Quarter Presentation

November 23, 2010

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

Palm Beach Gardens, Florida November 22, 2010

DYCOM ACQUIRES SUBSTANTIALLY ALL OF THE ASSETS

OF COMMUNICATION SERVICES, INC.

Palm Beach Gardens, Florida, November 22, 2010--Dycom Industries, Inc. (NYSE: DY) announced today that pursuant to an asset purchase agreement with Communication Services, Inc. and its affiliates (“CSI”), it has purchased substantially all of CSI’s assets, and assumed certain liabilities associated with these assets, for total consideration of approximately $9.7 million.  The total consideration is subject to adjustment based on a determination of the final working capital delivered by CSI at closing.

CSI, based in Marshville, North Carolina, provides outside plant construction services to telecommunications companies throughout the southeastern and south central United States.

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include 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 and others.