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): August 27, 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 August 27, 2013, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2013 fourth quarter and annual results. The Company also provided guidance for the first quarter of fiscal 2014. Additionally, on August 28, 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, charges for a wage and hour class action settlement, 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 August 27, 2013, the Company issued a press release reporting fiscal 2013 fourth quarter and annual results. The Company also provided guidance for the first quarter of fiscal 2014. Additionally, on August 28, 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, charges for a wage and hour class action settlement, 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. 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, expected benefits and synergies of acquisitions, future financial and operating results, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks 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 August 27, 2013 by Dycom Industries, Inc. announcing fiscal 2013 fourth quarter and annual results and guidance for the first quarter of fiscal 2014.

99.2 Slide presentation relating to the webcast and conference call held on August 28, 2013 regarding the Company’s fiscal 2013 fourth quarter and annual results and guidance for the first quarter of fiscal 2014.

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: August 28, 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

August 27, 2013

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2013 FOURTH QUARTER AND FISCAL YEAR

RESULTS AND PROVIDES GUIDANCE FOR THE NEXT FISCAL YEAR

Palm Beach Gardens, Florida, August 27, 2013 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended July 27, 2013.

The Company reported:

• Contract revenues of $478.6 million for the quarter ended July 27, 2013, compared to contract revenues of $318.0 million for the quarter ended July 28, 2012. Contract revenues for the quarter ended July 27, 2013 grew 7.5% on an organic basis after excluding $139.1 million of revenue from businesses acquired during fiscal 2013 and $2.3 million of revenue from storm restoration services in the quarter ended July 28, 2012.

• Adjusted EBITDA (Non-GAAP) of $58.1 million for the quarter ended July 27, 2013, compared to $40.5 million for the quarter ended July 28, 2012.

• Net income on a GAAP basis of $14.7 million, or $0.43 per common share diluted, for the quarter ended July 27, 2013, compared to $13.3 million, or $0.39 per common share diluted, for the quarter ended July 28, 2012. On a Non-GAAP basis, net income for the quarter ended July 27, 2013 was $15.1 million, or $0.44 per common share diluted. The Non-GAAP net income for the quarter ended July 27, 2013 excludes a pre-tax $0.5 million charge for a wage and hour class action settlement and $0.2 million in pre-tax acquisition related costs.

The Company also reported:

• Contract revenues of $1.609 billion for the fiscal year ended July 27, 2013, compared to contract revenues of $1.201 billion for the fiscal year ended July 28, 2012. Contract revenues for the fiscal year ended July 27, 2013 grew 4.9% on an organic basis after excluding $337.9 million of revenue from businesses acquired during fiscal 2013 and revenue for storm restoration services of $16.7 million and $6.0 million in the fiscal years ended July 27, 2013 and July 28, 2012, respectively.

• Adjusted EBITDA (Non-GAAP) of $179.8 million for the fiscal year ended July 27, 2013, compared to $135.5 million for the fiscal year ended July 28, 2012.

• Net income on a GAAP basis of $35.2 million, or $1.04 per common share diluted, for the fiscal year ended July 27, 2013, compared to $39.4 million, or $1.14 per common share diluted, for the fiscal year ended July 28, 2012. The fiscal year ended July 27, 2013 included $4.7 million in pre-tax gains on asset sales, as compared to $15.4 million during the fiscal year ended July 28, 2012. On a Non-GAAP basis, net income for the fiscal year ended July 27, 2013 was $39.8 million, or $1.18 per common share diluted. The Non-GAAP net income for the fiscal year ended July 27, 2013 excludes $6.8 million in pre-tax acquisition related

costs, a pre-tax $0.5 million charge for a wage and hour class action settlement, 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 announced its outlook for the first quarter of fiscal 2014. The Company currently expects revenue for the first quarter of fiscal 2014 to range from $475.0 million to $495.0 million and diluted earnings per common share to range from $0.42 to $0.49.

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, charges for a wage and hour class action settlement, 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 will be hosted at 9 a.m. (ET), Wednesday, August 28, 2013; call (800) 230-1059 (United States) or (612) 234-9959 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call.A live webcast of the conference call, along with related materials, will be available at http://www.dycomind.com under the heading “Events.” The conference call materials will be available at approximately 8 a.m. (ET) on August 28, 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, September 27, 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.

Fiscal 2013 fourth quarter and full year 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, preliminary purchase price allocations of businesses acquired, expected benefits and synergies of acquisitions, future financial and operating results, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks 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 CONSOLIDATED BALANCE SHEETS July 27, 2013 and July 28, 2012 Unaudited
	July 27, 2013		July 28, 2012
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	18,607	$	52,581
Accounts receivable, net	252,202		141,788
Costs and estimated earnings in excess of billings	204,349		127,321
Inventories	35,999		26,274
Deferred tax assets, net	15,919		15,633
Income taxes receivable	2,516		4,884
Other current assets	10,608		8,466
Total current assets	540,200		376,947
PROPERTY AND EQUIPMENT, NET	202,703		158,247
GOODWILL	267,810		174,849
INTANGIBLE ASSETS, NET	125,275		49,773
OTHER	17,286		12,377
TOTAL NON-CURRENT ASSETS	613,074		395,246
TOTAL ASSETS	$	1,153,274	$	772,193
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	77,954	$	36,823
Current portion of debt	7,813		74
Billings in excess of costs and estimated earnings	13,788		1,522
Accrued insurance claims	29,069		25,218
Other accrued liabilities	70,257		50,926
Total current liabilities	198,881		114,563
LONG-TERM DEBT (including debt premium of $3.6 million at July 27, 2013)	444,169		187,500
ACCRUED INSURANCE CLAIMS	27,250		23,591
DEFERRED TAX LIABILITIES, NET NON-CURRENT	48,612		49,537
OTHER LIABILITIES	6,001		4,071
Total liabilities	724,913		379,262
Total Stockholders' Equity	428,361		392,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,153,274	$	772,193

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Twelve Months Ended			Twelve Months Ended
	July 27, 2013			July 28, 2012			July 27, 2013			July 28, 2012
	(Dollars in thousands, except per share amounts)
Contract revenues	$	478,632		$	318,034		$	1,608,612		$	1,201,119
Costs of earned revenues, excluding depreciation and amortization	384,169			252,137			1,300,416			968,949
General and administrative expenses (1)	39,914			27,434			145,771			104,024
Depreciation and amortization	24,820			15,647			85,481			62,693
Total	448,903			295,218			1,531,668			1,135,666
Interest expense, net	(6,752		)	(4,189		)	(23,334		)	(16,717		)
Other income, net	1,069			2,882			4,589			15,825
Income before income taxes	24,046			21,509			58,199			64,561
Provision for income taxes	9,380			8,227			23,011			25,183
Net income	$	14,666		$	13,282		$	35,188		$	39,378
Earnings per common share:
Basic earnings per common share	$	0.44		$	0.40		$	1.07		$	1.17
Diluted earnings per common share	$	0.43		$	0.39		$	1.04		$	1.14
Shares used in computing income per common share:
Basic	33,141,347			33,600,852			33,012,595			33,653,055
Diluted	34,082,228			34,384,915			33,782,187			34,481,895
(1) Includes stock-based compensation expense of $2.6 million and $2.1 million for the three months ended July 27, 2013 and July 28, 2012, respectively, and $9.9 million and $7.0 million for the twelve months ended July 27, 2013 and July 28, 2012, respectively.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited
The below table presents the reconciliation of contract revenues adjusted for revenue from subsidiaries acquired in fiscal 2013 and storm restoration service revenues generated during the current and prior year periods.
	Contract Revenues - GAAP		Revenues from subsidiaries acquired in fiscal 2013			Revenues from storm restoration services			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended July 27, 2013	$	478,632	$	(139,079	)	$	—		$	339,553	50.5	%	7.5	%
Three Months Ended July 28, 2012	$	318,034	$	—		$	(2,256	)	$	315,778
Twelve Months Ended July 27, 2013	$	1,608,612	$	(337,923	)	$	(16,721	)	$	1,253,968	33.9	%	4.9	%
Twelve Months Ended July 28, 2012	$	1,201,119	$	—		$	(5,985	)	$	1,195,134

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 twelve months ended July 27, 2013 and July 28, 2012 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Twelve Months Ended			Twelve Months Ended
		July 27, 2013			July 28, 2012			July 27, 2013			July 28, 2012
		(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA (Non-GAAP):
	Net income	$	14,666		$	13,282		$	35,188		$	39,378
	Interest expense, net	6,752			4,189			23,334			16,717
	Provision for income taxes	9,380			8,227			23,011			25,183
	Depreciation and amortization expense	24,820			15,647			85,481			62,693
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	55,618			41,345			167,014			143,971
	Gain on sale of fixed assets	(816		)	(2,853		)	(4,683		)	(15,430		)
	Stock-based compensation expense	2,628			2,051			9,902			6,952
	Charge for a wage and hour class action litigation settlement	495			—			495			—
	Acquisition related costs	224			—			6,763			—
	Write-off of deferred financing costs	—			—			321			—
	Adjusted EBITDA (Non-GAAP)	$	58,149		$	40,543		$	179,812		$	135,493

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 twelve months ended July 27, 2013 and July 28, 2012.
		Three Months Ended			Three Months Ended		Twelve Months Ended			Twelve Months Ended
		July 27, 2013			July 28, 2012		July 27, 2013			July 28, 2012
		(Dollars in thousands, except per share amounts)
Reconciling Items:
	Charge for a wage and hour class action litigation settlement	$	(495	)	$	—	$	(495	)	$	—
	Acquisition related costs	(224		)	—		(6,763		)	—
	Write-off of deferred financing costs	—			—		(321		)	—
Total Reconciling Items		(719		)	—		(7,579		)	—
GAAP net income		$	14,666		$	13,282	$	35,188		$	39,378
Adjustment for Reconciling Items above, net of tax		435			—		4,589			—
Non-GAAP net income		$	15,101		$	13,282	$	39,777		$	39,378
Earnings per common share:
Basic earnings per common share - GAAP		$	0.44		$	0.40	$	1.07		$	1.17
Adjustment for Reconciling Items above, net of tax		0.01			—		0.14			—
Basic earnings per common share - Non-GAAP		$	0.46		$	0.40	$	1.20		$	1.17
Diluted earnings per common share - GAAP		$	0.43		$	0.39	$	1.04		$	1.14
Adjustment for Reconciling Items above, net of tax		0.01			—		0.14			—
Diluted earnings per common share - Non-GAAP		$	0.44		$	0.39	$	1.18		$	1.14
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		33,141,347			33,600,852		33,012,595			33,653,055
Diluted		34,082,228			34,384,915		33,782,187			34,481,895

EX-99.2

Fiscal 2013 4th Quarter Presentation August 28, 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 fourth quarter and annual 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 the businesses acquired during fiscal 2013 (the “acquired subsidiaries”), including expected benefits and synergies of the transaction, future financial and operating results, 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 Quarterly Report on Form 10-Q for the quarter ended January 26, 2013, 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 13 through 17 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 Q4-2013 Overview  Contract revenue of $478.6 million as compared to $318.0 million in the prior year quarter  Contract revenues grew 7.5% organically, after excluding Q4-13 revenues from acquired subsidiaries of $139.1 million and Q4-12 storm restoration revenues of $2.3 million  Adjusted EBITDA of $58.1 million, or 12.1% of revenue, grew 43.4% year over year  Non-GAAP Net income of $0.44 per share diluted compared to $0.39 per share diluted in the prior year quarter  Pre-tax integration expenses of $1.1 million  Acquired Sage Telecommunications Corp. of Colorado, LLC during Q4-13 See “Regulation G Disclosure” slides 13-17 for a reconciliation of GAAP to Non-GAAP financial measures.

5 Revenue Summary  Top 5 customers represented 58.5% of revenue in Q4-13 compared to 61.1% in Q4-12  AT&T, Dycom’s largest customer, grew organically 87.2%  CenturyLink, Dycom’s second largest customer, grew organically 6.4%  Comcast, Dycom’s fourth largest customer, grew organically 9.0%  Organic revenue growth of 7.5%, excluding Q4-13 revenue from acquired subsidiaries of $139.1 million and storm restoration revenues of $2.3 million in Q4-12  Revenue combined from Top 5 customers up 13.6% organically  Revenue combined from other customers declined 2.1% organically Note: See “Regulation G Disclosure” slides 13-17 for reconciliation of GAAP to Non-GAAP financial measures. 15.2% 19.2% 17.3% 9.0% 2.4% 3.5% 6.2% 7.5% 0% 5% 10% 15% 20% 25% Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Organic Growth - Non-GAAP 0% 5% 10% 15% AT&T CenturyLink Verizon Comcast Windstream Revenue % by Customer - Top 5 in Q4-13 Q4-13 Q4-12

6 Backlog and Awards 8,285 8,288 8,207 8,111 8,001 10,135 10,349 10,822 2,157 0 3,000 6,000 9,000 12,000 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Number of Employees Acquired subsidiaries employees $1,442 $1,819 $1,744 $1,565 $1,376 $2,003 $2,197 462 $2,019 $791 $967 $961 $909 $822 $1,242 $1,208 $1,217 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Backlog ($ in millions) Acquired Subsidiaries Backlog 12 Month Backlog Current Awards and Extensions Customers Description Area Approximate Term (in years) AT&T Construction and Maintenance Services North Carolina 3 CenturyLink Construction and Maintenance Services Washington, Oregon, Nevada, Utah, Wyoming, Colorado, Wisconsin 2-4 CenturyLink Outside Plant Engineering Services Ohio, Tennessee, Pennsylvania, Virginia 1 Verizon Construction and Maintenance Services California 2 Ericsson Wireless Technical Services Nationwide 1 Various Rural broadband North Dakota, Arkansas, Kentucky 1

7 $40.5 $58.1 $- $25 $50 $75 Q4-12 Q4-13 Adjusted EBITDA - Non-GAAP ($ in millions) Adjusted EBITDA - Non -GAAP as a % of revenues: 12.7% 12.1% 85.0% 11.0% 4.0% 88.2% 7.4% 4.4% 0% 20% 40% 60% 80% 100% Telecommunications Underground Facility Locating Electric and Gas Utilities and Other Construction Maintenance Q4-12 85.0% 11.0% 4.0% Q4-13 88.2% 7.4% 4.4% Customer Revenue Mix $ 1 8 5 $6 ($ in millions) Telecommunications Underground Facility Locating Electric and Gas Utilities and Other Construction M intenance $318.0 $339.6 $100 $200 $300 $400 $500 Q4-12 Q4-13 Contract Revenues ($ in millions) $478.6 Acquired Subsidiaries $139.1 Summary Results ($ in millions, except per share data) Q4-12 Q4-13 Net Income (Non-GAAP Q4-13) $ 13.3 $15.1 Fully Diluted EPS (Non-GAAP Q4-13) $0.39 $0.44 Organic revenue growth after adjusting for revenue from subsidiaries acquired in fiscal 2013 and storm revenue in Q4-12 Adjusted EBITDA at 12.1% of revenues in Q4-13 Non-GAAP EPS of $0.44 per common share diluted in Q4-13 Revenue from Telecommunications customers 88.2% of total Note: The organic revenue growth percentage of 7.5% excludes revenue from acquired subsidiaries of $139.1 million in Q4-13 and storm revenues in Q4-12. See “Regulation G Disclosure” slides 13-17 for a reconciliation of GAAP to Non-GAAP financial measures. Organic Growth 7.5% Q4-12 Q4-13 $270.3 $35.1 $12.6 $422.4 $35.3 $20.9

8 Selected Information Organic Revenue growth of 7.5%, excluding revenues from acquired subsidiaries in Q4-13 and storm revenues in Q4-12  Increase in revenues derived from wireless service providers  Growth within existing contracts Adjusted EBITDA of $58.1 million, or 12.1%, grew 43.4% from Q4-12  Growth in organic operations  Contribution of acquired businesses Depreciation and amortization higher from results of acquired subsidiaries Other income, net decreased to $1.1 million from reduced asset sales Note: See “Regulation G Disclosure” slides 13-17 for a reconciliation of GAAP to Non-GAAP financial measures. See slide 18 for additional information on future amortization of all of Dycom’s intangible assets. (a) Amounts may not foot due to rounding. (b) Percentages disclosed under the financial amounts for Q4-13 and Q4-12 represent the percentage of contract revenues for the applicable period. ($ in millions) (a)(b) Contract Revenues $ 478.6 $ 318.0 $ 160.6 Cost of Earned Revenues $ 383.7 $ 252.1 $ 131.5 (Non-GAAP Q4-13) 80.2% 79.3% General & Administrative $ 39.7 $ 27.4 $ 12.3 (Non-GAAP Q4-13) Depreciation & Amortization $ 24.8 $ 15.6 $ 9.2 Interest Expense, net $ 6.8 $ 4.2 $ 2.6 Other Income, net $ 1.1 $ 2.9 $ (1.8) Net Income $ 15.1 $ 13.3 $ 1.8 (Non-GAAP Q4-13) Adjusted EBITDA $ 58.1 $ 40.5 $ 17.6 (Non-GAAP Q4-13) 12.1% 12.7% Q4-13 Q4-12 Change

9 $19.4 $51.4 $(2.4) $(3.3) $27.7 $63.5 $0.1 $15.4 $14.4 $20.1 $7.8 $10.6 $10.5 $15.7 $15.1 $17.5 -$15 -$5 $5 $15 $25 $35 $45 $55 $65 $75 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Cash Flows from Operating Activities and Cap-ex, net of disposals ($ in millions) Cash Flows from Operating Activities Cap-ex, net of disposals April 27, 2013 July 27, 2013 18.2$ 18.6$ $275 million revolver 36.0$ 49.0$ Term Loan 123.4$ 121.9$ 277.5$ 277.5$ Total Debt (*) 436.9$ 448.4$ 46.7$ 46.7$ 192.3$ 179.3$ ($ in millions) 7.125% Senior Subordinated Notes, due January 2021 (*) Letters of Credit outstanding Availability on Senior Credit Agreement Senior Credit Agreement, matures December 2017 Cash and equivalents Debt: (*) Excludes $3.6 million debt premium at Q4-13 to be amortized Cash Flow and Liquidity Balance Sheet Strength  Ample liquidity from cash on hand of $18.6 million and $179.3 million of availability on Credit Agreement Investing and Financing Transactions  Acquired Sage Telecommunications Corp. of Colorado, LLC and a wireless construction contractor  Net borrowings of $11.4 million during Q4-13 Cash Flows Dedicated To Fund Growth  Operating cash flows used to fund significant sequential growth

10 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  Current end market drivers may indicate an emerging industry wide consensus that network bandwidth, both wireline and wireless, needs to increase dramatically

11 Looking Ahead Outlook Contract Revenues Continued total and organic revenue growth as services to wireless carriers remain robust, cable construction strengthens and customers maintain growing expenditures Gross Margin % Improving margin trends as legacy performance remains solid and integration activities continue G&A Expense % G&A expense increases as a % of revenue and includes near-term integration expenses and increased stock-based compensation Depreciation & Amortization Depreciation & amortization of $23.4 - $23.8 million quarterly Interest Expense Interest expense of $6.9 million quarterly reflecting borrowings to support current operations Other Income Other income from asset sales in Q1-14 which approaches $1.7 million in Q1-14 and declines to $0.8 - $1.3 million quarterly thereafter Diluted Shares Approximately 34.5 million diluted shares in Q1-14 with shares gradually increasing in subsequent quarters reflecting the future vesting and value of employee equity awards Liquidity Ample cash on hand and revolver availability. Revolver borrowings of $49.0 million at end of Q4-13 expected to increase through the fall of this calendar year due to seasonal factors

12 Looking Ahead Q1-2014 Outlook (all amounts are estimates - actual amounts may differ) ($ in millions) Q1-2013 Q1-2014 Y-O-Y Comments Contract Revenues $323.3 $475.0 - $495.0 (including $135.0 - $145.0 from acquired subsidiaries) Mid to high single digit organic growth Gross Margin % (as a percent of revenue) 20.5% % down slightly from Q1-13 result Margins which sequentially improve G&A Expense % (as a percent of revenue) (Q1-13 is Non-GAAP) (b) 8.7% % up slightly from Q1-13 G&A expense in Q1-14 includes ongoing integration expenses for acquired subsidiaries and increased stock- based compensation Stock based compensation (included in G&A) $ 2.3 $ 3.5 Reflects impact of employee equity awards and is included in G&A expense Depreciation & Amortization (“D&A”) $15.3 $23.4 - $23.8 Amortization of approximately $5.2 million; D&A increase primarily from newly acquired fixed assets and intangibles Interest Expense $4.2 $6.9 Increase in interest expense related to acquisition borrowings and reflects near term cash expenditures to support current operations Other Income $1.6 $1.4 - $1.7 Other income approaching Q1-13 result Adjusted EBITDA % (a)(b) 12.5% EBITDA % down slightly from Q1-13 result Total EBITDA amount increases from growth in organic operations and contributions from acquired businesses EPS – Diluted – Non-GAAP (b) $ 0.36 $0.42 - $0.49 EPS increase reflecting growth in total EBITDA amount offset in part by incremental depreciation, amortization, interest and stock-based compensation (a) 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, charge for a wage and hour class action settlement and acquisition-related costs. (b) Pre-tax acquisition related costs of $0.7 million are excluded from Q1-13 G&A Expense % and Adjusted EBITDA %. EPS – Diluted - Non-GAAP also excludes the impacts of these costs, net of the related tax benefit.

13 Appendix: Regulation G Disclosure The above table presents the Non-GAAP financial measure of Adjusted EBITDA for the three months and twelve months ended July 27, 2013 and July 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, acquisition-related costs, write-off of deferred financing costs, a charge for a wage and hour class action settlement and stock-based compensation expense. 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. ($ in 000's, except per share amounts) Three Months Three Months Twelve Months Twelve Months Ended Ended Ended Ended July 27, July 28, July 27, July 28, 2013 2012 2013 2012 Reconciliation of Net income to Adjusted EBITDA (Non-GAAP): Net income $ 14,666 $ 13,282 $ 35,188 $ 39,378 Interest expense, net 6,752 4,189 23,334 16,717 Provision for income taxes 9,380 8,227 23,011 25,183 Depreciation and amortization expense 24,820 15,647 85,481 62,693 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 55,618 41,345 167,014 143,971 Gain on sale of fixed assets (816) (2,853) (4,683) (15,430) Stock-based compensation expense 2,628 2,051 9,902 6,952 Charge for a wage and hour class action litigation settlement 495 - 495 - Acquisition related costs 224 - 6,763 - Write-off of deferred financing costs - - 321 - Adjusted EBITDA (Non-GAAP) $ 58,149 $ 40,543 $ 179,812 $ 135,493 (Dollars in thousands)

14 Appendix: Regulation G Disclosure The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Cost of earned revenues includes a $0.5 million charge for a wage and hour class action settlement. (b) Acquisition related costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 478,632$ 478,632$ 318,034$ -$ 318,034$ Cost of earned revenues, excluding depreciation and amortization 384,169 (495) (a) 383,674 252,137 - 252,137 General and administrative expenses 39,914 (224) (b) 39,690 27,434 - 27,434 Depreciation and amortization 24,820 24,820 15,647 - 15,647 Interest expense, net (6,752) (6,752) (4,189) - (4,189) Other income, net 1,069 1,069 2,882 - 2,882 Income before income taxes 24,046 719 24,765 21,509 - 21,509 Provision for income taxes 9,380 284 (c) 9,664 8,227 - 8,227 Net income 14,666$ 435$ 15,101$ 13,282$ -$ 13,282$ Diluted income per share 0.43$ 0.01$ 0.44$ 0.39$ -$ 0.39$ Shares used in computing Diluted EPS: 34,082,228 34,082,228 34,384,915 34,384,915 Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures Three Months Ended July 27, 2013 Three Months Ended July 28, 2012

15 Appendix: Regulation G Disclosure The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Cost of earned revenues includes a $0.5 million charge for a wage and hour class action settlement. (b) Acquisition related costs. (c) Write-off of deferred financing costs. (d) Provision for income taxes includes the tax effect of the other reconciling items identified herein. ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 1,608,612$ -$ 1,608,612$ 1,201,119$ -$ 1,201,119$ Cost of earned revenues, excluding depreciation and amortization 1,300,416 (495) (a) 1,299,921 968,949 - 968,949 General and administrative expenses 145,771 (6,763) (b) 139,008 104,024 - 104,024 Depreciation and amortization 85,481 - 85,481 62,693 - 62,693 Interest expense, net (23,334) - (23,334) (16,717) - (16,717) Other income, net 4,589 321 (c) 4,910 15,825 - 15,825 Income before income taxes 58,199 7,579 65,778 64,561 - 64,561 Provision for income taxes 23,011 2,990 (d) 26,001 25,183 - 25,183 Net income 35,188$ 4,589$ 39,777$ 39,378$ -$ 39,378$ Diluted income per share 1.04$ 0.14$ 1.18$ 1.14$ -$ 1.14$ Shares used in computing Diluted EPS: 33,782,187 33,782,187 34,481,895 34,481,895 Reconciliation of GAAP to Non-GAAP Measures Twelve Months Ended July 27, 2013 Twelve Months Ended July 28, 2012 Amounts may not foot due to rounding.

16 (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. Appendix: Regulation G Disclosure Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures ($ in millions) GAAP NON-GAAP (Organic) Revenues from businesses acquired (b) Revenues from storm restoration services Q4-13 Organic Growth: Q4-13 478.6$ (139.1)$ -$ 339.6$ 50.5% 7.5% Q4-12 318.0$ -$ (2.3)$ 315.8$ Prior Quarters Organic Growth: Q3-13 437.4$ (122.9)$ -$ 314.5$ 47.7% 6.2% Q3-12 296.1$ -$ -$ 296.1$ Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ 38.1% 3.5% Q2-12 267.4$ -$ -$ 267.4$ 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%Q2-11 218.2$ (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%Q4-10 281.5$ (20.1)$ 261.4$ 11.6 9.9 Q3-11 252.4$ (14.4)$ -$ 238.0$ 8.9% 2.7%Q4-09 231.6$ -$ 231.6$ Q2-11 218.2$ (5.3)$ -$ 212.9$ 0.9% (1.6)%Q4-09 216.3$ -$ 216.3$ Q1-11 261.6$ -$ -$ 261.6$ 1.0% (c) 1.0% (c) 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

17 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 CenturyLink Comcast GAAP Revenue Q4-13 478.6$ 279.9$ 198.7$ 79.1$ 74.3$ 48.9$ Q4-12 318.0$ 194.4$ 123.6$ 40.3$ 43.2$ 40.0$ GAAP Revenue - % Changes 50.5% 44.0% 60.8% 96.4% 71.9% 22.3% Non-GAAP Adjustments Q4-13 - Revenue from acquired subsidiaries (139.1)$ (59.6)$ (79.5)$ (3.7)$ (28.3)$ (5.8)$ Q4-12 - Revenue from storm restoration services (2.3)$ (0.4)$ (1.8)$ -$ -$ (0.4)$ Non-GAAP Revenue Q4-13 339.6$ 220.3$ 119.2$ 75.5$ 46.0$ 43.1$ Q4-12 315.8$ 194.0$ 121.8$ 40.3$ 43.2$ 39.5$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from acquired subsidiaries and storm restoration services) 7.5% 13.6% (2.1)% 87.2% 6.4% 9.0%

18 Additional Information – Amortization of Intangibles Estimated Future Amortization of Intangibles ($ in millions) Estimated Quarterly Expense: Q1-14 $ 5.2 Q2-14 $ 4.8 Q3-14 $ 4.1 Q4-14 $ 4.1 Estimated Expense by Fiscal Year: FY 2014 $ 18.2 FY 2015 $ 15.0 FY 2016 $ 14.3 FY 2017 $ 12.9 FY 2018 $ 10.7 Thereafter $ 49.5

Fiscal 2013 4th Quarter Presentation August 28, 2013