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 26, 2013

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 February 26, 2013, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2013 second quarter results. Additionally, on February 27, 2013, 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, acquisition related costs, write-off of deferred financing costs, and stock-based compensation expense 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 February 26, 2013, the Company issued a press release reporting fiscal 2013 second quarter results. Additionally, on February 27, 2013, 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, acquisition related costs, write-off of deferred financing costs, and stock-based compensation expense 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 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 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 and certain of its subsidiaries' third quarter and fiscal year performance. 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. 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, preliminary purchase price allocations of businesses acquired in December 2012, expected benefits and synergies of the acquisition, future financial and operating results, future opportunities for the combined businesses, 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. 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 26, 2013 by Dycom Industries, Inc. announcing fiscal 2013 second quarter results.

99.2 Slide presentation relating to the webcast and conference call held on February 27, 2013 regarding the Company’s fiscal 2013 second 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: February 27, 2013

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

NEWS RELEASE

FOR IMMEDIATE RELEASE

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

February 26, 2013

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2013 SECOND QUARTER RESULTS

Palm Beach Gardens, Florida, February 26, 2013 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter ended January 26, 2013. The results include the effect of the acquisition of substantially all of the telecommunications infrastructure services subsidiaries of Quanta Services, Inc., which was completed on December 3, 2012.

The Company reported:

• Contract revenues of $369.3 million for the quarter ended January 26, 2013, compared to contract revenues of $267.4 million for the quarter ended January 28, 2012. Contract revenues for the quarter ended January 26, 2013 grew 3.5% on an organic basis after excluding $75.9 million of revenue from acquired subsidiaries and $16.7 million of revenue for storm restoration services in the current period.

• Adjusted EBITDA (Non-GAAP) of $37.2 million for the quarter ended January 26, 2013, compared to $24.7 million for the quarter ended January 28, 2012.

• Net income on a GAAP basis of $1.5 million, or $0.04 per common share diluted, for the quarter ended January 26, 2013, compared to $3.5 million, or $0.10 per common share diluted, for the quarter ended January 28, 2012. On a Non-GAAP basis, net income for the quarter ended January 26, 2013 was $5.2 million, or $0.15 per common share diluted. The Non-GAAP net income for the quarter ended January 26, 2013 excludes $5.8 million in pre-tax acquisition related costs and a pre-tax write-off of $0.3 million of deferred financing costs in connection with the replacement of the Company's credit facility in December 2012.

The Company also reported:

• Contract revenues of $692.6 million for the six months ended January 26, 2013, compared to contract revenues of $587.0 million for the six months ended January 28, 2012. Contract revenues for the six months ended January 26, 2013 grew 2.9% on an organic basis after excluding $75.9 million of revenue from acquired subsidiaries and $16.7 million of revenue for storm restoration services in the six months ended January 26, 2013 and $3.7 million of revenue for storm restoration services in the six months ended January 28, 2012.

• Adjusted EBITDA (Non-GAAP) of $77.6 million for the six months ended January 26, 2013, compared to $65.1 million for the six months ended January 28, 2012.

• Net income on a GAAP basis of $13.3 million, or $0.40 per common share diluted, for the six months ended January 26, 2013, compared to $16.5 million, or $0.48 per common share diluted, for the six months ended January 28, 2012. On a Non-GAAP basis, net income for the six months ended January 26, 2013 was $17.5 million, or $0.52 per common share diluted. The Non-GAAP net income for the six months ended January

26, 2013 excludes $6.5 million in pre-tax acquisition related costs and a pre-tax write-off of $0.3 million of deferred financing costs in connection with the replacement of the Company's credit facility in December 2012.

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, write-off of deferred financing costs, and stock-based compensation expense. See the accompanying tables which present a reconciliation of GAAP to Non-GAAP financial information.

Fiscal 2013 second quarter results are preliminary and are unaudited. In addition, the purchase price allocation of the tangible and intangible assets acquired and liabilities assumed during the period is preliminary and is subject to change.

A conference call to review the Company's results will be hosted at 9 a.m. (ET), Wednesday, February 27, 2013; call (877) 209-9922 (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 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 February 27, 2013. 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 Friday, March 29, 2013.

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.

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, preliminary purchase price allocations of businesses acquired in December 2012, expected benefits and synergies of the acquisition, future financial and operating results, future opportunities for the combined businesses, 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---

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS January 26, 2013 and July 28, 2012 Unaudited
	January 26, 2013		July 28, 2012
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	22,590	$	52,581
Accounts receivable, net	227,413		141,788
Costs and estimated earnings in excess of billings	148,502		127,321
Inventories	34,909		26,274
Deferred tax assets, net	15,422		15,633
Income taxes receivable	6,925		4,884
Other current assets	13,923		8,466
Total current assets	469,684		376,947
PROPERTY AND EQUIPMENT, NET	187,242		158,247
GOODWILL	262,989		174,849
INTANGIBLE ASSETS, NET	134,306		49,773
OTHER	18,588		12,377
TOTAL NON-CURRENT ASSETS	603,125		395,246
TOTAL ASSETS	$	1,072,809	$	772,193
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	64,166	$	36,823
Current portion of debt	6,250		74
Billings in excess of costs and estimated earnings	11,386		1,522
Accrued insurance claims	26,313		25,218
Other accrued liabilities	69,959		50,926
Total current liabilities	178,074		114,563
LONG-TERM DEBT (including debt premium of $3.8 million at January 26, 2013)	420,033		187,500
ACCRUED INSURANCE CLAIMS	23,693		23,591
DEFERRED TAX LIABILITIES, NET NON-CURRENT	48,100		49,537
OTHER LIABILITIES	4,537		4,071
Total liabilities	674,437		379,262
Total Stockholders' Equity	398,372		392,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,072,809	$	772,193

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	January 26, 2013			January 28, 2012			January 26, 2013			January 28, 2012
	(Dollars in thousands, except per share amounts)
Contract revenues	$	369,326		$	267,407		$	692,613		$	586,981
Costs of earned revenues, excluding depreciation and amortization	301,516			220,239			558,582			475,426
General and administrative expenses (1)	38,827			24,275			67,652			49,633
Depreciation and amortization	20,819			15,528			36,130			31,486
Total	361,162			260,042			662,364			556,545
Interest expense, net	(5,748		)	(4,177		)	(9,946		)	(8,350		)
Other income, net	428			2,357			2,042			5,317
Income before income taxes	2,844			5,545			22,345			27,403
Provision for income taxes	1,381			2,060			9,022			10,952
Net income	$	1,463		$	3,485		$	13,323		$	16,451
Earnings per common share:
Basic earnings per common share	$	0.04		$	0.10		$	0.40		$	0.49
Diluted earnings per common share	$	0.04		$	0.10		$	0.40		$	0.48
Shares used in computing income per common share:
Basic	32,780,667			33,759,015			32,935,305			33,633,596
Diluted	33,514,416			34,636,520			33,607,180			34,431,419
(1) Includes stock-based compensation expense of $2.5 million and $1.6 million for the three months ended January 26, 2013 and January 28, 2012, respectively, and $4.8 million and $3.0 million for the six months ended January 26, 2013 and January 28, 2012, respectively.

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 revenue from subsidiaries acquired in the second quarter of fiscal 2013 and storm restoration service revenues generated during the current and prior year periods.
	Contract Revenues - GAAP		Revenues from subsidiaries acquired in the second quarter of fiscal 2013			Revenues from storm restoration services			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended January 26, 2013	$	369,326	$	(75,946	)	$	(16,721	)	$	276,659	38.1	%	3.5	%
Three Months Ended January 28, 2012	$	267,407	$	—		$	—		$	267,407
Six Months Ended January 26, 2013	$	692,613	$	(75,946	)	$	(16,721	)	$	599,946	18.0	%	2.9	%
Six Months Ended January 28, 2012	$	586,981	$	—		$	(3,729	)	$	583,252

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 and six months ended January 26, 2013 and January 28, 2012.
		Three Months Ended			Three Months Ended		Six Months Ended			Six Months Ended
		January 26, 2013			January 28, 2012		January 26, 2013			January 28, 2012
		(Dollars in thousands, except per share amounts)
Reconciling Items:
	Acquisition related costs	$	(5,829	)	$	—	$	(6,539	)	$	—
	Write-off of deferred financing costs	(321		)	—		(321		)	—
Total Reconciling Items		$	(6,150	)	$	—	$	(6,860	)	$	—
GAAP net income		$	1,463		$	3,485	$	13,323		$	16,451
Adjustment for Reconciling Items above, net of tax		3,710			—		4,154			—
Non-GAAP net income		$	5,173		$	3,485	$	17,477		$	16,451
Earnings per common share:
Basic earnings per common share - GAAP		$	0.04		$	0.10	$	0.40		$	0.49
Adjustment for Reconciling Items above, net of tax		0.11			—		0.13			—
Basic earnings per common share - Non-GAAP		$	0.16		$	0.10	$	0.53		$	0.49
Diluted earnings per common share - GAAP		$	0.04		$	0.10	$	0.40		$	0.48
Adjustment for Reconciling Items above, net of tax		0.11			—		0.12			—
Diluted earnings per common share - Non-GAAP		$	0.15		$	0.10	$	0.52		$	0.48
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		32,780,667			33,759,015		32,935,305			33,633,596
Diluted		33,514,416			34,636,520		33,607,180			34,431,419

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 and six months ended January 26, 2013 and January 28, 2012 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		January 26, 2013			January 28, 2012			January 26, 2013			January 28, 2012
		(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA (Non-GAAP):
	Net income	$	1,463		$	3,485		$	13,323		$	16,451
	Interest expense, net	5,748			4,177			9,946			8,350
	Provision for income taxes	1,381			2,060			9,022			10,952
	Depreciation and amortization expense	20,819			15,528			36,130			31,486
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	29,411			25,250			68,421			67,239
	Gain on sale of fixed assets	(826		)	(2,220		)	(2,407		)	(5,139		)
	Stock-based compensation expense	2,496			1,642			4,762			2,968
	Acquisition related costs	5,829			—			6,539			—
	Write-off of deferred financing costs	321			—			321			—
	Adjusted EBITDA (Non-GAAP)	$	37,231		$	24,672		$	77,636		$	65,068

EX-99.2

Fiscal 2013 2nd Quarter Presentation February 27, 2013 Exhibit 99.2

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 Fiscal 2013 second quarter results are unaudited. This presentation contains “forward-looking statements” which are statements relating to future events, 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 may include statements of expectations regarding our recent acquisition of the businesses of the telecommunications infrastructure services subsidiaries of Quanta Services, Inc., including expected benefits and synergies of the transaction, future financial and operating results and 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 recently completed acquisition. Words such as “outlook,” “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. 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 16 through 20 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 Q2-2013 Overview  Contract revenue of $369.3 million as compared to $267.4 million in the prior year quarter, growing organically 3.5%, after excluding revenues from acquired subsidiaries of $75.9 million and storm restoration services of $16.7 million  Adjusted EBITDA of $37.2 million,10.1% of revenue  Excluding interest expense, pre-tax results from acquired businesses were approximately $0.8 million after approximately $6.1 million of non-cash depreciation and amortization expense  Non-GAAP Net income of $0.15 per share diluted compared to $0.10 per share diluted in Q2-12  Strong operating cash flow of $63.5 million facilitated debt reduction of $70 million which was incurred to fund the acquisition of Quanta Services’ domestic telecom infrastructure services subsidiaries during the quarter See “Regulation G Disclosure” slides 16-20 for a reconciliation of GAAP to Non-GAAP financial measures.

5 Q2-2013 Transactions  Acquisition  Acquired substantially all of Quanta’s domestic telecommunications infrastructure services operations in December 2012  Purchase price of $275 million  Adjustment for working capital and other items totaling approximately $45 million in additional consideration  Structured to produce attractive cash tax benefits  Strengthens our customer base, geographic scope, and technical service offerings  Reinforces our rural engineering and construction capabilities, wireless construction resources, and broadband construction competencies  Creates scale as industry announcements indicate customer expenditures will be growing  Financing Activities New, five year $400 million Credit Agreement  $275 million revolving credit facility – $20 million outstanding at end of Q2-13  $125 million term loan outstanding – begins to amortize on an annual basis in Q3-13  Attractively priced to lower effective borrowing cost  Matures in December 2017 Senior Subordinated Notes  Issued add-on of $90.0 million face value to existing 7.125% senior subordinated notes at a price of 104.25  Matures in January 2021

6 Revenue Summary  Top 5 customers represented 57.1% of revenue in Q2-13 compared to 58.3% in Q2-12  CenturyLink, Dycom’s largest customer, at 14.7% of revenue  AT&T, Dycom’s second largest customer, grew organically 34.9% year over year  Organic revenue growth of 3.5%, excluding revenue from acquired subsidiaries of $75.9 million and storm restoration services of $16.7 million in Q2-13  Revenue combined from Top 5 customers up 9.1% organically  Revenue combined from other customers declined 4.4% organically 0% 5% 10% 15% 20% CenturyLink AT&T Comcast Verizon Windstream Revenue % by Customer - Top 5 in Q2-13 Q2-13 Q2-12 2.7% 5.4% 15.2% 19.2% 17.3% 9.0% 2.4% 3.5% (10)% 0% 10% 20% 30% Q3 -1 1 Q4 -1 1 Q1 -1 2 Q2 -1 2 Q3 -1 2 Q4 -1 2 Q1 -1 3 Q2 -1 3 Organic Growth - Non-GAAP Note: See “Regulation G Disclosure” slides 16-20 for reconciliation of GAAP to Non-GAAP financial measures.

7 Backlog and Awards Current Awards and Extensions Windstream Construction and Maintenance Services New Mexico, Oklahoma, Mississippi, Kentucky, Alabama, Georgia, Florida 3 Comcast Cable Installation Services & Construction and Maintenance Services Washington, California, Maryland, Vermont, Massachusetts, New Jersey, Florida 1-3 AT&T Construction and Maintenance Services Florida 3 CenturyLink Facility Locating Services Washington, Oregon 3 Various Rural Broadband Montana, New Mexico, Oklahoma, Kentucky, Tennessee, West Virginia, Georgia 1 8,161 8,320 8,285 8,288 8,207 8,111 8,001 7,978 2,157 0 3,000 6,000 9,000 12,000 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Number of Employees Acquired subsidiaries employees 10,135 $1,373 $1,412 $1,442 $1,819 $1,744 $1,565 $1,376 $1,557 $462 $746 $754 $791 $967 $961 $909 $822 $1,242 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 $2,200 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Backlog ($ in millions) Acquired Subsidiaries Backlog 12 Month Backlog $2,019

8 $267.4 $100 $150 $200 $250 $300 $350 $400 Q2-12 Q2-13 Contract Revenues ($ in millions) $369.3 Storm - $16.7 Acquired Subsidiaries - $75.9 $24.7 $37.2 $- $10 $20 $30 $40 $50 Q2-12 Q2-13 Adjusted EBITDA - Non-GAAP ($ in millions) Adjusted EBITDA - Non -GAAP as a % of revenues: 9.2% 10.1% Summary Results ($ in millions, except per share data) Q2-12 Q2-13 Net Income (Non-GAAP) $ 3.5 $ 5.2 Fully Diluted EPS (Non-GAAP) $0.10 $0.15 Organic revenue growth of 3.5%, after adjusting for revenue from acquired subsidiaries and storm work in Q2-13 Adjusted EBITDA remains strong at $37.2 million Non-GAAP EPS of $0.15 per common share diluted Revenue from Telecommunications customers 87.8% of total Note: The organic revenue growth percentage of 3.5% excludes revenue from acquired subsidiaries of $75.9 million and storm restoration services of $16.7 million in Q2-13. Non-GAAP net income for Q2-13 excludes $5.8 million of pre- tax acquisition related costs and $0.3 million of pre-tax deferred financing costs written off during the quarter. See “Regulation G Disclosure” slides 16-20 for a reconciliation of GAAP to Non-GAAP financial measures. 264$ 34$ 21$ 279$ 33$ 11$ Organic Growth 3.5% 83.8% 11.1% 5.1% 87.8% 7.5% 4.7% 0% 20% 40% 60% 80% 100% Telecommunications Underground Facility Locating Electric and Gas Utilities and Other Construction Maintenance Q2-12 83.8% 11.1% 5.1% Q2-13 87.8% 7.5% 4.7% Customer Revenue Mix $ 1 8 5 $6 ($ in millions) 2 4$ 30$ 14$ 324$ 28$ 18$

9 Selected Information Q2-13 Q2-12 Change (a) ($ in millions)(b) Contract Revenues $ 369.3 $ 267.4 $ 101.9 Cost of Earned Revenues $ 301.5 81.6% $ 220.2 82.4% $ 81.3 General & Administrative- Non-GAAP(c) $ 33.0 8.9% $ 24.3 9.1% $ 8.7 Depreciation & Amortization $ 20.8 5.6% $ 15.5 5.8% $ 5.3 Interest Expense, net $ 5.7 1.6% $ 4.2 1.6% $ 1.6 Other Income, net (d) $ 0.7 0.2% $ 2.4 0.9% $ (1.6) Net Income-Non-GAAP(e) $ 5.2 1.4% $ 3.5 1.3% $ 1.7 Adjusted EBITDA – Non- GAAP $ 37.2 10.1% $ 24.7 9.2% $ $12.6 Organic Revenue growth of 3.5%, excluding revenues from acquired subsidiaries and storm restoration services in Q2-13  Growth within existing contracts  Increase in revenues derived from wireless service providers Adjusted EBITDA of $37.2 million  Growth in operations and contribution of acquired businesses  Margin improvement Note: See “Regulation G Disclosure” slides 16-20 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Amounts may not foot due to rounding. (b) Percentages disclosed under the financial amounts for Q2-13 and Q2-12 represent the percentage of contract revenues for the applicable period. (c) Excludes $5.8 million in acquisition related costs in Q2-2013. (d) Excludes $0.3 million of write-off of deferred financing costs in Q2-2013. (e) Excludes after-tax impact of $5.8 million in acquisition costs and $0.3 million in write-off of deferred financing costs in Q2-2013.

10 Cash Flow and Liquidity Strong Cash Flows To Fund Growth and Reduce Revolving Debt  Robust operating cash flow of $63.5 million facilitated repayment of borrowings and Cap-ex, net of $15.7 million Investing and Financing Transactions  Acquisition expenditures of $314.8 million financed by new, 5-year credit facility and $90.0 million add-on to Senior Subordinated Notes due 2021  Repaid $70.0 million of revolving debt Balance Sheet Strength  Ample liquidity from cash on hand of $22.6 million and $210.9 million of availability on new Senior Credit Agreement $4.5 $(8.2) $19.4 $51.4 $(2.4) $(3.3) 27.7 $63.5 $6.9 $26.6 $14.4 $20.1 $7.8 $10.6 $10.5 $15.7 -$15 -$5 $5 $15 $25 $35 $45 $55 $65 $75 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Cash Flows from Operating Activities and Cap-ex, net of disposals ($ in millions) Cash Flows from Operating Activities Cap-ex, net of disposals July 28, 2012 January 26, 2013 52.6$ 22.6$ $275 million revolver 20.0$ Term Loan 125.0$ -$ 87.5$ 277.5$ 0.1$ -$ 38.5$ 44.1$ 186.5$ 210.9$ (*) Excludes $3.8 million debt premium at Q2-13 to be amortized 7.125% Senior Subordinated Notes, due January 2021 (*) Capital Leases Letters of Credit outstanding Availability on Senior Cre it Agreement ($ in millions) Senior Credit Agreement, matures December 2017 Cash and equivalents Debt: Senior Credit Agre ment, replaced December 2012

11 Acquired Subsidiaries Baseline Information Q2-2013 Operating Results Contract Revenue $75.9 million EBITDA – Adjusted % of revenue (a) Approximately 9.1% Depreciation & Amortization expense (b) $2.7 million and $3.4 million, respectively Pre-Tax Results (a) Approximately $0.8 million (after depreciation and amortization expense; excluding interest expense) Total backlog/Next 12 months backlog $462 million/$308 million at January 26, 2013 Employee headcount 2,157 at January 26, 2013 Selected Financial Information (b) Working Capital(c) $108.5 million Property and Equipment(c) $31.9 million Goodwill(c) $88.1 Amortizing Intangible Assets(c) $91.1 million DSO (d) 100 days (a) Excludes the impact of acquisition costs and integration expenses. (b) Selected balance sheet amounts, depreciation and amortization of intangible amounts are estimates based on the Company’s preliminary allocation of the purchase price which is subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but at that time was unknown to the Company, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to assets and liabilities retroactive to the period in which the acquisition occurred. (c) As of December 3, 2012 acquisition date. (d) DSO as of January 26, 2013 calculated based on Acquired Subsidiaries accounts receivable and costs and estimated earnings in excess of billings, net as of January 26, 2013 divided by average daily contract revenue since acquisition.

12 Acquired Subsidiaries Baseline Information (a) Estimated future amortization and depreciation expense are based on the Company’s preliminary allocation of the purchase price which is subject to revision as additional information about fair value of intangible assets and property and equipment becomes available. Estimated depreciation expense excludes the impact of future asset purchases or disposals. Amortization of Intangibles FY 2013 - FY 2017 (a) ($ in millions) Depreciation Expense FY 2013 – FY 2014 (a) ($ in millions) Q2-13 Actual Quarterly Expense $ 3.4 $ 2.7 Estimated Quarterly Expense: Q3-13 $ 5.5 $ 4.2 Q4-13 $ 5.5 $ 4.2 Q1-14 $ 3.6 $ 4.2 Q2-14 $ 3.2 $ 3.6 Q3-14 $ 2.6 $ 2.8 Q4-14 $ 2.6 $ 2.8 Estimated Expense by Fiscal Year: FY 2013 ( 8 months ended July 2013) $ 14.4 $ 11.1 FY 2014 $ 12.0 $ 13.4 FY 2015 $ 9.2 FY 2016 $ 8.7 FY 2017 $ 8.3 Thereafter $ 38.5

13 Summary  Firm end market opportunities  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services  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  Increased market share as our customers consolidate vendor relationships and reward scale

14 Looking Ahead  Improving legacy revenue and margin trends as wireless services continue to grow, cable construction strengthens and a significant customer continues to reaccelerate its capital expenditures  Stable performance from acquired subsidiaries with real opportunities to improve margins through integration activities offset in part by significant depreciation and amortization expense during Q3 and Q4 2013  Strong cash flows dedicated to funding growth and debt repayment  Confident that solid operations will continue for a sustained period

15 Looking Ahead – Expanded Outlook due to Recent Acquisition Q3-2013 Outlook (all amounts are estimates - actual amounts may differ) Actual Q3-2012 Total Outlook Q3-2013 Legacy Operations(b) Acquisition Contribution(a) Comments Contract Revenues $296.1 $390.0 - $415.0 $300.0 - $310.0 $90.0 - $105.0 Steady sequential organic growth Gross Margin % (as a percent of revenue) 18.5% In line with Q3-12 Approaching 20% Mid-teens % of revenue Improving legacy margin trends G&A Expense % (as a percent of revenue) 9.1% In line with Q3-12 Includes on-going integration expenses Stock based compensation (included in G&A) $ 1.9 $ 2.6 $ 2.6 $ - Reflects impact of performance based awards Depreciation $14.0 $17.2 $13.0 $ 4.2 Increase from acquired fixed assets Amortization $1.6 $7.1 $ 1.6 $ 5.5 Significant increase from new intangible assets Interest Expense $4.2 $6.6 $4.2 $ 2.4 Increase from interest on acquisition borrowings Other Income $7.6 $1.3 $1.3 $ - Decline as fewer assets expected to be sold in Q3-13 Adjusted EBITDA %(c) 10.1% In line with Q3-12 Low double digits as % of revenue Mid-single digits as % of revenue Improving legacy margin trends EPS – Diluted $ 0.28 EPS benefits from higher EBITDA, but declines from Q3-12 as a result of a $6.3 million decline in Other Income, $5.5 million of non-cash amortization and incremental depreciation from our newly acquired subsidiaries (a) Represents the operations of the telecommunications infrastructure services subsidiaries acquired by Dycom on December 3, 2012 from Quanta Services, Inc. (the “Acquired Subsidiaries”). (b) Represents Dycom and its wholly-owned subsidiaries, excluding the Acquired Subsidiaries. (c) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, write-off of deferred financing costs, and acquisition-related costs. See “Regulation G Disclosure” slides 16-20 for a reconciliation of GAAP to Non-GAAP financial measures.

16 Appendix: Regulation G Disclosure The above table presents the Non-GAAP financial measure of Adjusted EBITDA for the three months and six months ended January 26, 2013 and January 28, 2012, and a reconciliation for the three months April 28, 2012, 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, write-off of deferred financing costs, 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. Three Months Three Months Six Months Six Months Three Months Ended Ended Ended Ended Ended January 26, January 28, January 26, January 28, April 28, 2013 2012 2013 2012 2012 Reconciliation of Net income to Adjusted EBITDA (Non-GAAP): Net income $ 1,463 $ 3,485 $ 13,323 $ 16,451 $ 9,645 Interest expense, net 5,748 4,177 9,946 8,350 4,178 Provision for income taxes 1,381 2,060 9,022 10,952 6,004 Depreciation and amortization expense 20,819 15,528 36,130 31,486 15,561 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 29,411 25,250 68,421 67,239 35,388 Gain on sale of fixed assets (826) (2,220) (2,407) (5,139) (7,439) Stock-based compensation expense 2,496 1,642 4,762 2,968 1,933 Acquisition related costs 5,829 - 6,539 - - Write-off of deferred financing costs 321 - 321 - - Adjusted EBITDA (Non-GAAP) $ 37,231 $ 24,672 $ 77,636 $ 65,068 $ 29,882 (Dollars in thousands) (Dollars in thousands)

17 Appendix: Regulation G Disclosure The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Acquisition related costs. (b) Write-off of deferred financing costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. (d) Depreciation and amortization expense of $20.8 million includes $6.1 million from subsidiaries acquired during the period. ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 369,326$ -$ 369,326$ 267,407$ -$ 267,407$ Cost of earned revenues, excluding depreciation and amortization 301,516 - 301,516 220,239 - 220,239 General and administrative expenses 38,827 (5,829) (a) 32,998 24,275 - 24,275 Depreciation and amortization 20,819 (d) - 20,819 15,528 - 15,528 Interest expense, net (5,748) - (5,748) (4,177) - (4,177) Other income, net 428 321 (b) 749 2,357 - 2,357 Income before income taxes 2,844 6,150 8,994 5,545 - 5,545 Provision for income taxes 1,381 2,440 (c) 3,821 2,060 - 2,060 Net income 1,463$ 3,710$ 5,173$ 3,485$ -$ 3,485$ Diluted income per share 0.04$ 0.11$ 0.15$ 0.10$ -$ 0.10$ Shares used in computing Diluted EPS: 33,514,416 33,514,416 34,636,520 34,636,520 Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures Three Months Ended January 26, 2013 Three Months Ended January 28, 2012

18 Appendix: Regulation G Disclosure The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Acquisition related costs. (b) Write-off of deferred financing costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 692,613$ -$ 692,613$ 586,981$ -$ 586,981$ Cost of earned revenues, excluding depreciation and amortization 558,582 - 558,582 475,426 - 475,426 General and administrative expenses 67,652 (6,539) (a) 61,113 49,633 - 49,633 Depreciation and amortization 36,130 - 36,130 31,486 - 31,486 Interest expense, net (9,946) - (9,946) (8,350) - (8,350) Other income, net 2,042 321 (b) 2,363 5,317 - 5,317 Income before income taxes 22,345 6,860 29,205 27,403 - 27,403 Provision for income taxes 9,022 2,706 (c) 11,728 10,952 - 10,952 Net income 13,323$ 4,154$ 17,477$ 16,451$ -$ 16,451$ Diluted income per share 0.40$ 0.12$ 0.52$ 0.48$ -$ 0.48$ Shares used in computing Diluted EPS: 33,607,180 33,607,180 34,431,419 34,431,419 Reconciliation of GAAP to Non-GAAP Measures Six Months Ended January 26, 2013 Six Months Ended January 28, 2012 Amounts may not foot due to rounding.

19 (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 (iii) revenues in the comparative prior year quarter period. (b) Revenues from subsidiaries acquired has been included on organic growth (decline) only if the subsidiaries were included for the full quarter in each period . (c) Other 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. Reconciliation of GAAP to Non-GAAP Measures ($ in millions) GAAP NON-GAAP (Organic) Acquired Subsidiary Revenues (b) Storm Revenues Other (c) Q2-13 Organic Growth: Q2-13 369.3$ (75.9)$ (16.7)$ -$ 276.7$ 38.1% 3.5% Q2-12 267.4$ -$ -$ -$ 267.4$ Prior Quarters Organic Growth: Q1-13 323.3$ -$ -$ -$ 323.3$ 1.2% 2.4% Q1-12 319.6$ -$ (3.7)$ -$ 315.8$ Q4-12 318.0$ -$ (2.3)$ -$ 315.8$ 4.7% 9.0% Q4-11 303.7$ (14.1)$ -$ 289.7$ Q3-12 296.1$ -$ -$ -$ 296.1$ 17.3% 17.3% Q2-12 267.4$ (13.6)$ -$ -$ 253.8$ 22.5% 19.2%2-11 218.2$ (5.3)$ 212.9$ Q1-12 319.6$ (14.5)$ (3.7)$ -$ 301.4$ 22.2% 15.2%261.6$ -$ 261.6$ Q4-11 303.7$ (14.1)$ (14.1)$ -$ 275.5$ 7.9% 5.4%4-10 281.5$ (20.1)$ 261.4$ 11.6 9.9 Q3-11 252.4$ (14.4)$ -$ -$ 238.0$ 8.9% 2.7%4-09 231.6$ -$ 231.6$ Q2-11 218.2$ (5.3)$ -$ -$ 212.9$ 0.9% (1.6)%4-09 216.3$ -$ 216.3$ Q1-11 261.6$ -$ -$ -$ 261.6$ 1.0% (c) 1.0% (c)4-09 259.1$ -$ 259.1$ Q4-10 281.5$ -$ -$ (20.1)$ 261.4$ 4.4% (3.1)%4-09 269.7$ -$ 269.7$ Q3-10 231.6$ -$ -$ -$ 231.6$ (10.1)% (8.0)%Q3-09 257.7$ (5.9)$ 251.8$ NON-GAAP Contract Revenues Revenue Growth (Decline) % (a)GAAP Contract Revenues The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth (revenue growth excluding revenues from storm restoration services and businesses acquired). NON-GAAP ADJUSTMENTS

20 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 (iii) revenues in the comparative prior year quarter period. Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures Calculation of Organic Growth % ($ in millions) Total Contract Revenue Top 5 Customers combined All customers (excluding Top 5 Customers) AT&T GAAP Revenue Q2-12 267.4$ 155.8$ 111.6$ 36.1$ Q2-13 369.3$ 210.9$ 158.5$ 50.1$ GAAP Revenue - % Changes 38.1% 35.3% 42.0% 38.8% Non-GAAP Adjustments Q2-13 - Revenue from subsidiaries acquired in Q2-13 (75.9)$ (34.1)$ (41.9)$ (1.4)$ Q2-13 - Revenue from storm restoration services (16.7) (6.9) (9.8) - Q1-13 - Revenue from storm restoration services (92.7)$ (40.9)$ (51.7)$ (1.4)$ Non-GAAP Revenue Q2-12 267.4$ 155.8$ 111.6$ 36.1$ Q2-13 276.7$ 169.9$ 106.7$ 48.7$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from acquired subsidiaries and storm restoration services in each period) 3.5% 9.1% -4.4% 34.9%

Fiscal 2013 2nd Quarter Presentation February 27, 2013