8-K

UNITED STATES 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 19, 2012

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))

Item 2.02 Results of Operations and Financial Condition.

On November 19, 2012, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2013 first quarter results.  Additionally, on November 20, 2012, 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 Adjusted EBITDA, Non-GAAP net income, Non-GAAP earnings per common share, and certain amounts relating to organic revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. 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 acquisition related costs, 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 net income and Non-GAAP earnings per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income and GAAP earnings per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these Non-GAAP financial measures to evaluate its past performance and prospects for future performance.

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

Item 7.01 Regulation FD Disclosure.

On November 19, 2012, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2013 first quarter results.  Additionally, on November 20, 2012, 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 Adjusted EBITDA, Non-GAAP net income, Non-GAAP earnings per common share, and certain amounts relating to organic revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. 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 acquisition related costs, 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 net income and Non-GAAP earnings per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income and GAAP earnings per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these Non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these Non-GAAP financial measures to evaluate its past performance and prospects for future performance.

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.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act.  These statements include expectations regarding a proposed acquisition, including expected benefits and synergies of the transaction, future financial and operating results, future opportunities for the combined businesses and other statements regarding events or developments that the Company believes or anticipates will or may occur in the future.  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, including the Company's ability to consummate the proposed acquisition.  Such risks and uncertainties 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, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks detailed in our filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward looking statements except as required by law.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1	Press release dated November 19, 2012 by Dycom Industries, Inc. announcing fiscal 2013 first quarter results.
99.2	Slide presentation relating to the webcast and conference call held on November 20, 2012 regarding the Company’s fiscal 2013 first quarter results.

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 20, 2012

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

EX-99.1

Exhibit 99.1

N E W S    R E L E A S E

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

November 19, 2012

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2013 FIRST QUARTER RESULTS

Palm Beach Gardens, Florida, November 19, 2012 – Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 27, 2012.

The Company reported:

·   Contract revenues of $323.3 million for the quarter ended October 27, 2012, compared to $319.6 million for the quarter ended October 29, 2011, an increase of 1.2%. Included in contract revenues for the quarter ended October 29, 2011 was approximately $3.7 million for storm restoration services; there were no revenues from storm restoration services for the quarter ended October 27, 2012. Excluding storm restoration services, revenues increased 2.4%, or $7.4 million;

·   Adjusted EBITDA (Non-GAAP) of $40.4 million for each of the quarters ended October 27, 2012, and October 29, 2011; and

·   Net income of $11.9 million, or $0.35 per common share diluted, for the quarter ended October 27, 2012, compared to $13.0 million, or $0.38 per common share diluted, for the quarter ended October 29, 2011. On a Non-GAAP basis, net income for the quarter ended October 27, 2012 was $12.3 million or $0.36 per common share diluted.  Non-GAAP net income for the quarter ended October 27, 2012 excludes $0.7 million in pre-tax acquisition related costs.

The Company has defined Adjusted EBITDA (Non-GAAP) as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, and stock-based compensation expense. See the accompanying tables which present a reconciliation of GAAP to Non-GAAP financial information.

A conference call to review the Company’s results, together with the previously announced acquisition of telecommunications infrastructure services subsidiaries from Quanta Services, Inc., will be hosted at 9 a.m. (ET), Tuesday, November 20, 2012; call (800) 230-1074 (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 http://www.dycomind.com under the heading “Events.” The conference call materials will be available at approximately 8 a.m. (ET) on November 20, 2012. 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 http://www.dycomind.com until Thursday, December 20, 2012.

Dycom is a leading provider of specialty contracting services.  These services, which are provided throughout the United States and in Canada, 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.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that the presentation of certain Non-GAAP financial measures in this press release provides information that is 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 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.

Fiscal 2013 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 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, the future impact of any acquisitions or dispositions, including the consummation of such acquisitions and dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial 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---

2

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 27, 2012 and July 28, 2012
Unaudited
	October 27,		July 28,
	2012		2012
ASSETS	(Dollars in thousands)
CURRENT ASSETS:
Cash and equivalents	$	54,726	$	52,581
Accounts receivable, net		153,794		141,788
Costs and estimated earnings in excess of billings		118,409		127,321
Inventories		25,142		26,274
Deferred tax assets, net		16,074		15,633
Income taxes receivable		741		4,884
Other current assets		12,822		8,466
Total current assets		381,708		376,947
PROPERTY AND EQUIPMENT, NET		154,701		158,247
GOODWILL		174,849		174,849
INTANGIBLE ASSETS, NET		48,182		49,773
OTHER		12,093		12,377
TOTAL NON-CURRENT ASSETS		389,825		395,246
TOTAL ASSETS	$	771,533	$	772,193
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	38,485	$	36,823
Current portion of debt		55		74
Billings in excess of costs and estimated earnings		1,447		1,522
Accrued insurance claims		24,244		25,218
Income taxes payable		4,567		-
Other accrued liabilities		47,642		50,926
Total current liabilities		116,440		114,563
LONG-TERM DEBT		187,500		187,500
ACCRUED INSURANCE CLAIMS		22,847		23,591
DEFERRED TAX LIABILITIES, NET NON-CURRENT		48,792		49,537
OTHER LIABILITIES		3,959		4,071
Total liabilities		379,538		379,262
Total Stockholders' Equity		391,995		392,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	771,533	$	772,193

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months
	Ended			Ended
	October 27,			October 29,
	2012			2011
	(Dollars in thousands, except per share amounts)
Contract revenues	$	323,286		$	319,575
Costs of earned revenues, excluding depreciation and amortization		257,066			255,187
General and administrative expenses (1)		28,824			25,358
Depreciation and amortization		15,311			15,958
Total		301,201			296,503
Interest expense, net		(4,197	)		(4,173	)
Other income, net		1,614			2,959
Income before income taxes		19,502			21,858
Provision for income taxes		7,641			8,892
Net income	$	11,861		$	12,966
Earnings per common share:
Basic earnings per common share	$	0.36		$	0.39
Diluted earnings per common share	$	0.35		$	0.38
Shares used in computing income per common share:
Basic		33,089,959			33,508,193
Diluted		33,721,070			34,216,451
(1) Includes stock-based compensation expense of $2.3 million and $1.3 million for the three months ended October 27, 2012 and October 29, 2011, respectively.

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents the reconciliation of contract revenues adjusted for storm restoration service revenues generated during the first quarter of fiscal 2012.
	Contract Revenues - GAAP		Revenues from storm restoration services			Contract Revenues - Non-GAAP		% Growth - GAAP			% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended October 27, 2012	$	323,286	$	-		$	323,286		1.2	%		2.4	%
Three Months Ended October 29, 2011	$	319,575	$	(3,729	)	$	315,846

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents a reconciliation of GAAP to Non-GAAP net income for the three months ended October 27, 2012 and October 29, 2011.
	Three Months		Three Months
	Ended		Ended
	October 27,		October 29,
	2012		2011
	(Dollars in thousands, except per share amounts)
Reconciling Item:
Acquisition related costs	$	710	$	-
GAAP net income	$	11,861	$	12,966
Adjustment for Reconciling Item above, net of tax		431		-
Non-GAAP net income	$	12,292	$	12,966
Earnings per common share:
Basic earnings per common share  - GAAP	$	0.36	$	0.39
Adjustment for Reconciling Item above, net of tax		0.01		-
Basic earnings per common share - Non-GAAP	$	0.37	$	0.39
Diluted earnings per common share - GAAP	$	0.35	$	0.38
Adjustment for Reconciling Item above, net of tax		0.01		-
Diluted earnings per common share - Non-GAAP	$	0.36	$	0.38
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 Item above:
Basic		33,089,959		33,508,193
Diluted		33,721,070		34,216,451

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents the Non-GAAP financial measure of Adjusted EBITDA for the three months ended October 27, 2012 and October 29, 2011 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
	Three Months			Three Months
	Ended			Ended
	October 27,			October 29,
	2012			2011
	(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA (Non-GAAP):
Net income	$	11,861		$	12,966
Interest expense, net		4,197			4,173
Provision for income taxes		7,641			8,892
Depreciation and amortization expense		15,311			15,958
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")		39,010			41,989
Gain on sale of fixed assets		(1,581	)		(2,918	)
Stock-based compensation expense		2,266			1,326
Acquisition related costs		710			-
Adjusted EBITDA (Non-GAAP)	$	40,405		$	40,397

EX-99.2

Exhibit 99.2

Review of Acquisition of

Quanta Services’ Telecommunications
Infrastructure Services Subsidiaries

Fiscal 2013

1st Quarter Presentation

November 20, 2012

2

Participants

Steven E. Nielsen
President & Chief Executive Officer

Timothy R. Estes

Chief Operating Officer

H. Andrew DeFerrari
Chief Financial Officer

Richard B. Vilsoet
General Counsel

3

Forward-Looking Statements and
Non-GAAP Information

Forward-Looking Statements and
Non-GAAP Information

Fiscal 2013 first quarter results are unaudited. This presentation contains “forward-looking statements” which are statements
relating to future events, including a proposed acquisition, future financial performance, strategies, expectations, and the
competitive environment.  All statements, other than statements of historical facts, 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.  Additionally, forward -looking statements include statements of expectations
regarding the proposed acquisition, including expected benefits and synergies of the transaction, future financial and
operating results, future opportunities for the combined businesses and other statements regarding events or developments
that the Company believes or anticipates will or may occur in the future as a result of the transaction. Words such as
“believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project,” “looking ahead” and similar
expressions, as well as statements in future tense, identify forward-looking statements.You should not read forward looking
statements as a guarantee of future performance or results.  They will not necessarily be accurate indications of whether or
at what time such performance or results will be achieved.  Forward-looking statements are based on information available
at the time those statements are made and/or management’s good faith belief at that time with respect to future
events, including the Company’s ability to consummate the proposed acquisition.  Such statements are subject to risks and
uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the
forward-looking statements.  Important factors that could cause such differences include, but are not limited to factors
described under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended July 28, 2012,
and other risks outlined in the Company’s periodic filings with the Securities and Exchange Commission (“SEC”). The
forward-looking statements in this presentation are expressly qualified in their entirety by this cautionary statement. Except
as required by law, the Company may not update forward-looking statements even though its situation may change in the
future. 

This presentation includes certain “Non-GAAP” financial measures as defined by SEC rules. We believe that the
presentation of certain Non-GAAP financial measures provides information that is useful to investors because it allows for a
more direct comparison of our performance for the period with our performance in the comparable prior-year periods. As
required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures
on the Regulation G slides included as slides 19 through 22 of this presentation. We caution that Non-GAAP financial
measures should be considered in addition to, but not as a substitute for, our reported GAAP results.

4

Overview of the Transaction

nPurchase price of approximately $275 million, subject to
adjustments for working capital and other specified items

nSubsidiaries acquired represent substantially all of Quanta’s
domestic telecommunications infrastructure services operations

nFinanced through a new $400 million senior secured credit facility

nExpected to close by December 31, 2012

5

Strategic Rationale

nStrengthens our customer base, geographic scope, and technical
service offerings

nReinforces our rural engineering and construction capabilities,
wireless construction resources, and broadband construction
competencies

nCreates scale as industry announcements indicate customer
expenditures will be growing

nAttractive financing environment drives strong investment returns

nExperienced management team with solid industry reputation

6

Nationwide Operations

Well-known subsidiaries strengthen Dycom’s geographic reach

Operating Headquarter Locations

Subsidiaries

7

Dycom Pro Forma Customer Mix

Note: Dycom financials reflect July 2012 fiscal year end.Quanta’s telecommunications infrastructure services subsidiaries reflects trailing twelve months ended September 30, 2012.

Transaction strengthens existing customer relationships and diversifies customer base

Revenue: $1.2 billion $0.5 billion $1.7 billion

8

Financing and Liquidity

nFinancing to be provided by a new, five-year $400 million senior
secured credit facility

}$125 million term loan A

}Revolver borrowings

nTerms and covenants that reflect a larger combined business

nAmple cash flows expected to reduce borrowings in the near to
intermediate term

nAcquisition structured to produce attractive tax benefits

nStrong balance sheet and ample liquidity

9

Looking Ahead

nRevenue from acquired subsidiaries for calendar year 2013
expected to range from $400 million to $450 million

nOne-time transaction and integration costs of approximately $12
million to $15 million

nExcluding one-time costs, currently expecting $0.05 to $0.10 per
share of earnings accretion on an annual basis, after non-cash
amortization expense

nPleased to grow our company with a strong complementary
management team and dedicated employees

Dycom Fiscal 2013

1st Quarter Results

11

Q1-2013 Overview

nContract revenue of $323.3 million as compared to $319.6 million in the prior
year quarter

nContract revenue grew organically 2.4%, excluding storm restoration services
of $3.7 million in Q1-12

nAdjusted EBITDA of $40.4 million at 12.5% of revenue in Q1-13

nNon-GAAP Net income of $0.36 per share diluted compared to $0.38 per
share diluted in Q1-12

nRepurchased 1,047,000 common shares at an average price of $14.52 per
share during the quarter

See “Regulation G Disclosure” slides 19-22 for a reconciliation of GAAP to Non-GAAP financial measures.

12

Note: See “Regulation G Disclosure” slides 19-22 for reconciliation of GAAP to Non-GAAP financial measures.

nTop 5 customers represented 59.6% of revenue in
Q1-13 and 59.9% in Q1-12

ØCenturyLink, Dycom’s largest customer, grew
organically 8.4% year over year

ØWindstream, Dycom’s fifth largest customer, grew
in excess of 47% year over year

nOrganic revenue growth of 2.4%, excluding revenue from
storm restoration services in each period

ØRevenue from Top 5 customers up 1.8%
organically

ØCombined revenue from other customers up 3.1%
organically

13

Backlog and Awards

Current Awards and Extensions

Customers	Description	Area	Approximate Term (in years)
nAT&T	Construction and Maintenance Services	South Carolina	3
nCharter Communications	Construction and Maintenance Services	Alabama	1
nTime Warner Cable	Underground Facility Locating	California	1
nQuestar Gas	Pipeline Construction Projects	Utah	1
nVarious	Rural broadband	Kentucky, Georgia, North Carolina, Missouri	1

14

Summary Results

($ in millions, except per share data)	Q1-12	Q1-13
Net Income-Non GAAP	$ 13.0	$ 12.3
Fully Diluted EPS- Non-GAAP	$0.38	$0.36

Organic revenue growth of 2.4%, after adjusting for storm work
in Q1-12

Adjusted EBITDA remains strong at $40.4 million

Non-GAAP EPS of $0.36 per common share diluted

Revenue from Telecommunications customers 86.3% of total

Note:The organic revenue percentage of 2.4% excludes storm restoration
services of $3.7 million in Q1-12. Non-GAAP net incomefor Q1-13
excludes $0.7 million of pre-tax acquisition related costs. See “Regulation G
Disclosure” slides19-22 for a reconciliation of GAAP to Non GAAP
financial measures.

15

Selected Information

(a)Amounts may not foot due to rounding.

(b)Percentages disclosed under the financial amounts for Q1-13 and Q1-12 represent the percentage of contract revenues for the applicable
period.

(c)Excludes $0.7 million in acquisition related costs.

Q1-13

Q1-12

Change (a)

($ in millions)(b)

Contract Revenues

$

323.3

$

319.6

$

3.7

Cost of Earned Revenues

$

257.1

79.5%

$

255.2

79.9%

$

1.9

General & Administrative-
Non-GAAP(c)

$

28.1

8.7%

$

25.4

7.9%

$

2.8

Depreciation &
Amortization

$

15.3

4.7%

$

16.0

5.0%

$

(0.6)

Interest Expense, net

$

4.2

1.3%

$

4.2

1.3%

$

-

Other Income, net

$

1.6

0.5%

$

3.0

0.9%

$

(1.3)

Net Income-Non-GAAP

$

12.3

3.8%

$

13.0

4.1%

$

(0.7)

Adjusted EBITDA - Non-
GAAP

$

40.4

12.5%

$

40.4

12.6%

$

-

Organic Revenue growth of 2.4%,
excluding revenues from storm restoration services
in Q1-12

nGrowth within existing contracts

nRural broadband projects

Adjusted EBITDA of $40.4 million

nGrowth in operations

nMargin Improvement

Note:See “Regulation G Disclosure” slides 19-22 for a reconciliation of GAAP to Non-GAAP financial measures.

16

Cash Flow and Liquidity

Strong Operating Cash Flows

nCash flow of $27.7 million during the quarter

nCapital expenditures, net of disposals, of
$10.5 million

Balance Sheet Strength

nAmple liquidity from cash on hand of $54.7
million and $180.9 million of availability under
Senior Credit Agreement as of October 27,
2012

nRepurchased 1,047,000 shares of common
stock at an average price of $14.52 per share
during Q1-13

17

Summary

nFirm end market opportunities

}Industry participants aggressively extending or deploying
fiber networks to provide wireless backhaul services

}Broadband stimulus funding network construction for rural
service providers

}Cable operators continuing to deploy fiber to small and
medium businesses

}Wireless carriers upgrading from 3G to 4G technologies

}Telephone companies deploying FTTX to enable video
offerings

nIncreased market share as our customers consolidate vendor
relationships and reward scale

18

Looking Ahead

(Excludes effects of announced acquisition for revenues and
operating results)

nRevenue trends which are improving year over year, excluding storm restoration services

nMargins, general and administrative expenses and other income in-line with previous
expectations

nSubject to our pending acquisition, strong cash flows dedicated to debt repayment

nConfident that solid operations will continue for a sustained period

Q2 - 2013:

nRevenues which are slightly up year over year, after excluding approximately $9 million of
expected storm restoration revenues during Q2-2013

nGross margins up 75 to 100 basis points year over year

nGeneral and administrative expense which declines slightly on a sequential basis reflecting
lower performance-based incentive compensation

nDepreciation and amortization which is slightly down on a sequential basis

nOther income which decreases sequentially by approximately $0.8 million from Q1-13

19

Appendix: Regulation G Disclosure

The above table presents the Non-GAAP financial measure of Adjusted EBITDA for the three months ended October 27, 2012 and October 29, 2011
and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Adjusted EBITDA is a Non-GAAP financial measure within
the meaning of Regulation G promulgated by the Securities and Exchange Commission.  The Company defines Adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and acquisition-related costs.  The
Company believes this Non-GAAP financial measure provides information that is useful to the Company’s investors. The Company believes that this
information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate
positive or negative impact on the Company’s results of operations in any particular period. Additionally, the Company uses this Non-GAAP financial
measure to evaluate its past performance and prospects for future performance. Adjusted EBITDA is not a recognized term under GAAP and does not
purport to be an alternative to net income, operating cash flows, or a measure of earnings. Because all companies do not use identical calculations,
this presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.  

20

(a) 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.

(b) Q1-13 organic growth excludes storm restoration revenues of $3.7 million in Q1-12 . Q4-12 organic growth excludes storm restoration revenues of $2.3 million in Q4
-12 and $14.1 million in Q4-11.

(c) For Q3-12, GAAP and Non-GAAP revenue growth percentages are the same as revenues from business acquired in 2011 were included for the full quarter in each
period and there were no other Non-GAAP adjustments in either period.For Q1-11, GAAP and Non-GAAP revenue growth percentages are the same as there were no
Non-GAAP adjustments in either period.

(d) Non-GAAP adjustments in Q2-12, Q3-11 and Q2-11 reflect revenues from businesses acquired during Q2-11. Non-GAAP adjustments in Q1-12 reflect storm
restoration revenues($3.7 million) and revenues from businesses acquired during Q2-11 ($14.5 million). Non-GAAP adjustments in Q4-11forfiscal 2011 fourth
quarter year-over-year organic growth reflects storm restoration revenues($14.1 million) and revenues from businesses acquired during Q2-11 ($14.1 million). 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.

Appendix: Regulation G Disclosure

Amounts may not foot due to rounding.

21

Appendix: Regulation G Disclosure

(a) Year-over-year growth 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.

Amounts may not foot due to rounding.

22

Appendix: Regulation G Disclosure

The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below:

(a) Acquisition related costs.

(b) Provision for income taxes includes the tax effect of the other reconciling items identified herein.

Review of Acquisition of

Quanta Services’ Telecommunications
Infrastructure Services Subsidiaries

Fiscal 2013

1st Quarter Presentation

November 20, 2012