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 25, 2014

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 25, 2014, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2014 second quarter results. The Company also provided forward guidance. Additionally, on February 26, 2014, 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, stock-based compensation expense, and certain non-recurring items, 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 25, 2014, the Company issued a press release reporting fiscal 2014 second quarter results. The Company also provided forward guidance. Additionally, on February 26, 2014, 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, stock-based compensation expense, and certain non-recurring items, 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. 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. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and 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, 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 and uncertainties detailed from time to time 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 25, 2014 by Dycom Industries, Inc.

99.2 Slide presentation relating to the webcast and conference call held on February 26, 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: February 26, 2014

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 25, 2014

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2014 SECOND QUARTER RESULTS AND

PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, February 25, 2014 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter ended January 25, 2014.

The Company reported:

• Contract revenues of $390.5 million for the quarter ended January 25, 2014, compared to $369.3 million for the quarter ended January 26, 2013. Contract revenues for the quarter ended January 25, 2014 grew 0.9% on an organic basis after excluding revenues from businesses acquired during fiscal 2013 from the three month periods ended January 25, 2014 and January 26, 2013 and $16.7 million of revenues for storm restoration services in the three months ended January 26, 2013. Revenues from businesses acquired during fiscal 2013 were $111.5 million and $75.9 million for the three months ended January 25, 2014 and January 26, 2013, respectively.

• Adjusted EBITDA (Non-GAAP) of $28.2 million for the three months ended January 25, 2014, compared to $37.2 million for the three months ended January 26, 2013.

• Net loss of $3.1 million, or $0.09 loss per common share, for the quarter ended January 25, 2014, compared to net income of $1.5 million, or $0.04 per common share diluted, for the quarter ended January 26, 2013. 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.

Worse than expected weather during the latter part of the second fiscal quarter of 2014 sharply impacted the Company’s results. Major snowfalls and extremely cold temperatures reduced the number of available workdays and negatively impacted productivity and margins.

The Company also reported:

• Contract revenues of $903.2 million for the six months ended January 25, 2014, compared to $692.6 million for the six months ended January 26, 2013. Contract revenues for the six months ended January 25, 2014 grew 5.8% on an organic basis after excluding revenues from businesses acquired during fiscal 2013 from the six month periods ended January 25, 2014 and January 26, 2013 and $16.7 million of revenues for storm restoration services in the six months ended January 26, 2013. Revenues from businesses acquired during fiscal 2013 were $268.6 million and $75.9 million for the six months ended January 25, 2014 and January 26, 2013, respectively.

• Adjusted EBITDA (Non-GAAP) of $91.4 million for the six months ended January 25, 2014, compared to $77.6 million for the six months ended January 26, 2013.

• Net income of $15.6 million, or $0.45 per common share diluted, for the six months ended January 25, 2014, compared to $13.3 million, or $0.40 per common share diluted, for the six months ended January 26, 2013. 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 also announced its outlook for the third quarter of fiscal 2014. The Company currently expects revenue for the third quarter of fiscal 2014 to range from $415.0 million to $435.0 million and diluted earnings per share to range from $0.19 to $0.26.

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, stock-based compensation expense, and certain non-recurring items. 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 9:00 a.m. (ET), Wednesday, February 26, 2014; call (800) 230-1074 (United States) or (612) 288-0340 (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 7:00 a.m. (ET) on February 26, 2014. 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 28, 2014.

For additional detail on selected financial information including organic revenue, customer metrics, and certain other selected financial data and Non-GAAP measures, please refer to the Trend Schedule on Dycom’s website at http://www.dycomind.com in the Investor Center. The Trend Schedule will be available at approximately 7:00 a.m. (ET) on February 26, 2014.

Dycom is a leading provider of specialty contracting services throughout the United States and in Canada. These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities, including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

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 2014 second quarter results are preliminary and are unaudited. This press release contains 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. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and 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, 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 and uncertainties detailed from time to time 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 25, 2014 and July 27, 2013 Unaudited
	January 25, 2014		July 27, 2013
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	16,344	$	18,607
Accounts receivable, net	231,619		252,202
Costs and estimated earnings in excess of billings	174,138		204,349
Inventories	43,426		35,999
Deferred tax assets, net	16,334		16,853
Income taxes receivable	18,347		2,516
Other current assets	16,142		10,608
Total current assets	516,350		541,134
PROPERTY AND EQUIPMENT, NET	203,639		202,703
GOODWILL	267,810		267,810
INTANGIBLE ASSETS, NET	115,243		125,275
OTHER	16,852		17,286
TOTAL NON-CURRENT ASSETS	603,544		613,074
TOTAL ASSETS	$	1,119,894	$	1,154,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	52,315	$	77,954
Current portion of debt	9,375		7,813
Billings in excess of costs and estimated earnings	13,869		13,788
Accrued insurance claims	32,638		29,069
Other accrued liabilities	57,566		71,191
Total current liabilities	165,763		199,815
LONG-TERM DEBT	416,301		444,169
ACCRUED INSURANCE CLAIMS	30,942		27,250
DEFERRED TAX LIABILITIES, NET NON-CURRENT	49,003		48,612
OTHER LIABILITIES	6,249		6,001
Total liabilities	668,258		725,847
Total Stockholders' Equity	451,636		428,361
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,119,894	$	1,154,208

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	January 25, 2014			January 26, 2013			January 25, 2014			January 26, 2013
	(Dollars in thousands, except per share amounts)
Contract revenues	$	390,518		$	369,326		$	903,238		$	692,613
Costs of earned revenues, excluding depreciation and amortization	327,353			301,516			737,472			558,582
General and administrative expenses (1)	38,562			38,827			81,637			67,652
Depreciation and amortization	23,435			20,819			46,987			36,130
Total	389,350			361,162			866,096			662,364
Interest expense, net	(6,800		)	(5,748		)	(13,686		)	(9,946		)
Other income, net	595			428			2,607			2,042
Income (loss) before income taxes	(5,037		)	2,844			26,063			22,345
Provision (benefit) for income taxes	(1,970		)	1,381			10,470			9,022
Net income (loss)	$	(3,067	)	$	1,463		$	15,593		$	13,323
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	(0.09	)	$	0.04		$	0.46		$	0.40
Diluted earnings (loss) per common share	$	(0.09	)	$	0.04		$	0.45		$	0.40
Shares used in computing earnings (loss) per common share:
Basic	33,836,099			32,780,667			33,629,884			32,935,305
Diluted	33,836,099			33,514,416			34,767,945			33,607,180
(1) Includes stock-based compensation expense of $3.5 million and $2.5 million for the three months ended January 25, 2014 and January 26, 2013, respectively, and $7.0 million and $4.8 million for the six months ended January 25, 2014 and January 26, 2013, respectively.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited
The below table presents the reconciliation of GAAP contract revenues to Non-GAAP contract revenues adjusted to exclude revenues from subsidiaries acquired during fiscal 2013 and storm restoration service revenues generated during the prior year periods, as well as the percentages of growth of GAAP and Non-GAAP contract revenues.
	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 January 25, 2014	$	390,518	$	(111,500	)	$	—		$	279,018	5.7	%	0.9	%
Three Months Ended January 26, 2013	$	369,326	$	(75,946	)	$	(16,721	)	$	276,659
Six Months Ended January 25, 2014	$	903,238	$	(268,577	)	$	—		$	634,661	30.4	%	5.8	%
Six Months Ended January 26, 2013	$	692,613	$	(75,946	)	$	(16,721	)	$	599,946

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 25, 2014 and January 26, 2013 and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		January 25, 2014			January 26, 2013			January 25, 2014			January 26, 2013
		(Dollars in thousands)
Reconciliation of net income (loss) to Adjusted EBITDA (Non-GAAP):
	Net income (loss)	$	(3,067	)	$	1,463		$	15,593		$	13,323
	Interest expense, net	6,800			5,748			13,686			9,946
	Provision (benefit) for income taxes	(1,970		)	1,381			10,470			9,022
	Depreciation and amortization expense	23,435			20,819			46,987			36,130
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	25,198			29,411			86,736			68,421
	Gain on sale of fixed assets	(570		)	(826		)	(2,435		)	(2,407		)
	Stock-based compensation expense	3,544			2,496			7,049			4,762
	Acquisition related costs	—			5,829			—			6,539
	Write-off of deferred financing costs	—			321			—			321
	Adjusted EBITDA (Non-GAAP)	$	28,172		$	37,231		$	91,350		$	77,636

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.
		Three Months Ended			Six Months Ended
		January 26, 2013			January 26, 2013
		(Dollars in thousands, except per share amounts)
Reconciling Items:
	Acquisition related costs, pre-tax	$	(5,829	)	$	(6,539	)
	Write-off of deferred financing costs	(321		)	(321		)
Total Reconciling Items		$	(6,150	)	$	(6,860	)
GAAP net income		$	1,463		$	13,323
Adjustment for Reconciling Items above, net of tax		3,710			4,154
Non-GAAP net income		$	5,173		$	17,477
Earnings per common share:
Basic earnings per common share - GAAP		$	0.04		$	0.40
Adjustment for Reconciling Items above, net of tax		0.11			0.13
Basic earnings per common share - Non-GAAP		$	0.16		$	0.53
Diluted earnings per common share - GAAP		$	0.40		$	0.40
Adjustment for Reconciling Items above, net of tax		0.11			0.12
Diluted earnings per common share - Non-GAAP		$	0.15		$	0.52
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			32,935,305
Diluted		33,514,416			33,607,180

EX-99.2

Fiscal 2014 2nd Quarter Presentation February 26, 2014 Exhibit 99.2

2 Participants Steven E. Nielsen President & Chief Executive Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel

3 Fiscal 2014 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. Other than statements of historical facts, all statements 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. Forward-looking statements include statements of expectations regarding the businesses acquired during fiscal 2013, 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 acquisitions. 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 27, 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 16 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. Forward Looking Statements and Non-GAAP Information

4 Q2-2014 Overview See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures.  Adverse weather sharply impacted Q2-14 results  Momentum from key customers  Contract revenue of $390.5 million as compared to $369.3 million in Q2-13  Contract revenue grew 0.9% organically, after excluding revenues from acquired subsidiaries in both periods and $16.7 million of storm restoration revenues in Q2-13  Operating results impacted by adverse weather conditions  Adjusted EBITDA of $28.2 million, or 7.2% of revenue  Net loss of $0.09 per share compared to Non-GAAP net income of $0.15 per share diluted in Q2-13  Repurchased 360,900 shares at an average price of $27.71 per share for $10.0 million during the quarter  Solid industry environment

5 Revenue Summary Note: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures.  Top 5 customers represented 59.5% of revenue in Q2-14 compared to 52.6% in Q2-13  AT&T, Dycom’s largest customer, grew organically 38.5%  Comcast, Dycom’s third largest customer, grew organically 12.3%  Time Warner Cable, Dycom’s fifth largest customer in Q2-14, grew organically 23.2%  Organic revenue growth of 0.9% excludes revenue from subsidiaries acquired in fiscal 2013 and $16.7 million of storm restoration revenues in Q2-13  Organic growth of 4.6%, excluding projects funded in part by the American Recovery and Reinvestment Act of 2009  Revenue combined from Top 5 customers up 11.0% organically  Revenue combined from other customers declined 13.6% organically Organic Growth – Non-GAAP Revenue % by Customer – Top 5 in Q2-14 Q2-14 Customer Revenue Highlights (a) (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. 0% 5% 10% 15% 20% AT&T CenturyLink Comcast Verizon Time Warner CableQ2-14 Q2-13 17.3% 9.0% 2.4% 3.5% 6.2% 7.5% 10.0% 0.9% 8.2% 1.9% -2.4% 4.0% 10.7% 12.6% 15.8% 4.6% -10% 0% 10% 20% 30% Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Organic Growth % Organic Growth % - Excluding stimulus revenue

6 2,1578,207 8,111 8,001 10,135 10,349 10,822 11,107 10,410 0 3,000 6,000 9,000 12,000 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Employees from acquired subsidiaries Customers Description Area Approximate Term (in years) CenturyLink Construction and Maintenance Services New Jersey, Virginia, Tennessee, North Carolina 3 AT&T Construction and Maintenance Services Alabama, Georgia 3 Comcast Construction and Maintenance Services Michigan, Massachusetts, Connecticut, New Jersey, Pennsylvania, Maryland, Virginia 1 Questar Gas Construction Services Utah 3 Duke Energy Construction Services South Carolina 3 Various Rural broadband Nebraska, Wisconsin, Tennessee, North Carolina, Georgia 1-2 Backlog and Awards Backlog ($ in millions) Number of Employees Current Awards and Extensions Note: Our backlog consists of the uncompleted portion of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide under master service agreements and other contracts. Many of our contracts are multi-year agreements, and we include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical experience with customers and, more generally, our experience in procurements of this type. Backlog is considered a Non-GAAP financial measure as defined by SEC Regulation G; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others. $462 $1,744 $1,565 $1,376 $2,019 $2,003 $2,197 $1,996 $2,147 $961 $909 $822 $1,242 $1,208 $1,217 $1,116 $1,193 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Acquired subsidiaries backlog 12 month backlog

7 (a) Q2-13 Non-GAAP Income and EPS exclude the impact of pre-tax acquisition related costs of $5.8 million and pre-tax write-off of deferred financing costs of $0.3 million. Note: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. Summary Results Contract Revenues ($ in millions) Adjusted EBITDA – Non-GAAP ($ in millions) Net Income (Loss) and Earnings (Loss) Per Share – ($ in millions, except per share data) Net loss of $0.09 per share reflects impact of adverse weather in Q2-14 $276.7 $279.0 $16.7 Subsidiaries acquired $75.9 Subsidiaries acquired $111.5 $369.3 $390.5 $100 $200 $300 $400 $500 Q2-13 Q2-14 storm revenues $37.2 $28.2 $- $25 $50 $75 Q2-13 Q2-14 Adjusted EBITDA - Non-GAAP as a % of revenues: 10.1% 7.2% Net Income $ 5.2 $ (3.1) Fully Diluted EPS $ 0.15 $ (0.09) Q2-14 Non-GAAP Q2-13 (a)

8 Contract Revenues $ 390.5 $ 369.3 $ 21.2 Cost of Earned Revenues $ 327.4 $ 301.5 $ 25.8 83.83% 81.64% General & Administrative $ 38.6 $ 33.0 $ 5.6 (Non-GAAP Q2-13) Depreciation $ 18.7 $ 15.9 $ 2.8 Amortization $ 4.8 $ 5.0 $ (0.2) Interest Expense, net $ 6.8 $ 5.7 $ 1.1 Other Income, net (Non-GAAP Q2-13) $ 0.6 $ 0.7 $ (0.2) Net (Loss) Income (Non-GAAP Q2-13) $ (3.1) $ 5.2 $ (8.2) Adjusted EBITDA $ 28.2 $ 37.2 $ (9.1) (Non-GAAP) 7.2% 10.1% Selected Financial Informatio (a) Amounts may not add due to rounding. (b) Percentages disclosed under the financial amounts for Q2-14 and Q2-13 represent the percentage of contract revenues for the applicable period. (c) Q2-13 General & Administrative Expense excludes $5.8 million in pre-tax acquisition related costs. (d) Q2-13 Other Income excludes $0.3 million for the write-off of deferred financing costs. (e) Q2-13 Net Income excludes after-tax impact of items identified in footnote (c) and (d) herein. Note: The organic revenue growth percentage of 0.9% excludes revenue from subsidiaries acquired in fiscal 2013 and $16.7 million of storm restoration revenues in Q2-13. See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. Q2-14 Commentary  Organic Revenue growth of 0.9%  Increase in revenues derived from several key customers including wireless and cable operators  Adverse weather conditions reduced the number of available workdays  Q2-14 includes full period of costs for acquired subsidiaries compared to a partial period in Q2-13 resulting in higher: * G&A Expense * Depreciation * Interest Expense  Gross Margin %, Adjusted EBITDA and Net Loss impacted by extreme weather conditions experienced in Q2-14 ($ in millions)(a)(b) Q2-14 Q2-13 Change (c) (d) (e)

9 $ 86.6 $ 63.5 $ - $ (314.8) $ (16.5) $ (15.7) $ (58.6) $ 238.8 $ (10.0) $ - Cash flow from Operations Capital expenditures, net of disposals Cash paid for acquisitions Borrowings (paydown) of debt Share repurchases Cash Flow and Liquidity  Balance Sheet Strength  Ample liquidity of $215.6 million from cash on hand and availability on the Credit Agreement Q2-14 Commentary Liquidity ($ in millions) Q2-14 Q1-14 Selected Cash Flow Information ($ in millions) Q2-14 Q2-13 $ 16.3 $ 14.4 $ 26.0 $ 83.0 118.8 120.3 280.9 281.0 $ 425.7 $ 484.3 $ 49.7 $ 49.7 $ 199.3 $ 142.3 (*) Includes debt premium of $3.4 million and $3.5 million at Q2-14 and Q1-14, respectively Letters of Credit outstanding Availability on Senior Credit Agreement $275 million revolver Term Loan Debt: Senior Credit Agreement, matures Dec-2017 Total debt 7.125% Senior Subordinated Notes, due Jan-2021 (*) Cash and equivalents (a) Q2-13 Borrowings (paydown) of debt includes $93.8 million issuance of 7.125% senior subordinated notes (including $3.8 million premium), $125.0 million in term loan and $20.0 million net borrowings under the Company’s revolving Credit Agreement associated with the Company’s Q2-13 acquisition. (b) Excludes shares withheld for income tax obligations from restricted stock vestings (a)  Solid operating cash flows of $86.6 million  Investing and Financing Transactions  Net repayment of $58.6 million on Credit Agreement during Q2-14  Repurchased of 360,900 shares at an average price of $27.71 per share for $10.0 million (b)

10 Q3-2014 Outlook Contract Revenues $437.4 $415.0 - $435.0 Contract revenues impacted by adverse weather conditions in the beginning of Q3-14 Gross Margin % (as a percent of revenue) 18.2% Gross Margin % expands from Q3-13 result Gross margin % which expands from Q3-13 result Seasonal impact of extreme weather across many parts of the country in Q3-14 G&A Expense % Includes stock-based compensation (as a percent of revenue) 8.7% 9.3% - 9.7% Includes stock-based compensation G&A expense reflects increased scale and includes stock-based compensation of approximately $3.2 million compared to $2.5 million in Q3-13 Depreciation & Amortization (“D&A”) $24.5 $22.3 - $22.8 Depreciation increases from recent cap-ex Includes amortization of $4.1 million in Q3-14 compared to $7.1 in Q3-13 Interest Expense $6.6 $6.6 Interest expense reflects expected level of borrowings Other Income $1.5 Approximately $3.0 Other income from normal seasonal asset disposals Adjusted EBITDA % (a) (as a percent of revenue) 10.1% Adjusted EBITDA % essentially in line with Q3-13 result Adjusted EBITDA reflects gross margin improvement offset in part by higher G&A expense EPS–Diluted $ 0.21 $0.19 - $0.26 EPS range reflects Adjusted EBITDA result and changes in: * depreciation & amortization * stock-based compensation * other income Diluted Shares (in millions) 33.8 Approximately 34.7 Diluted share increase from vesting of employee equity awards net of share repurchases in Q2-14 (a) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs ,stock-based compensation expense, and certain non-recurring items. Note: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. Q3-2014 Outlook (all amounts are estimates – actual amounts may differ) Q3-2013 Q3-2014 Year Over Year Commentary ($ in millions, except earnings per share)

11 Looking Ahead to Q4-14 Looking Ahead Commentary Prior Period for 2014 Comparisons Q4-13 ($ in millions) Contract Revenues Low single digit total revenue growth resulting from: * continued wireline improvements by a key customer * cable construction which strengthens * services to wireless carriers which remain robust $ 478.6 Gross Margin % (as a percent of revenue) (Q4-13 is Non-GAAP) (a) Gross margins which expand year over year from an improving mix of customer growth opportunities 19.8% (a) G&A Expense (G&A % as a percent of revenue) Includes stock-based compensation (Q4-13 is Non-GAAP) (b) G&A Expense % up slightly year over year reflecting: * increased scale * stock-based compensation of $3.2 million (compared to $2.6 million in Q4-13) $ 39.7 8.3% (b) Adjusted EBITDA – Non-GAAP (c) EBITDA % which slightly expands year over year in Q4-14 from gross margin improvement with greater operating efficiencies accompanying revenue growth $ 58.1 12.1% (c) Other Factors: Depreciation & Amortization Ranges from $22.3 - $22.8 in Q4-14 $ 24.8 Interest Expense Declines to approximately $6.5 million in Q4-14 $ 6.8 Other Income In line with Q4-13 amount $ 1.1 (a) Q4-13 Gross Margin % is Non-GAAP and excludes the impact of a pre-tax charge of $0.5 million for a wage and hour class action settlement. (b) Q4-13 G&A Expense and G&A Expense % are Non-GAAP and exclude the impact of pre-tax acquisition related costs of $0.2 million. (c) 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 ,stock-based compensation expense, and certain non-recurring items. Note: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures.

12 Looking Ahead Firm end market opportunities  Telephone companies deploying FTTX to enable video offerings and 1 Gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses  Wireless carriers upgrading from 3G to 4G technologies  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services Current end market drivers are clear signals of an emerging industry wide consensus that network bandwidth, both wireline and wireless, needs to increase dramatically

13 Appendix: Regulation G Disclosure The above table presents a reconciliation of the Non-GAAP financial measure of Adjusted EBITDA for the periods specified 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 , stock-based compensation expense, and certain non-recurring items. 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. Adjusted EBITDA - Reconciliation of GAAP to Non-GAAP Measures ($ in 000's) Amounts may not add due to rounding. Q2-14 Q2-13 Q3-13 Q4-13 Three Months Three Months Three Months Three Months Ended Ended Ended Ended January 25, January 26, April 27, July 27, 2014 2013 2013 2013 Reconciliation of net income (loss) to Adjusted EBITDA (Non-GAAP): Net income (loss) $ (3,067) $ 1,463 $ 7,199 $ 14,666 Interest expense, net 6,800 5,748 6,637 6,752 Provision (benefit) for income taxes (1,970) 1,381 4,608 9,380 Depreciation and amortization expense 23,435 20,819 24,531 24,820 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 25,198 29,411 42,975 55,618 G in n sale of fixed assets (570) (826) (1,459) (816) S ck-based compensation expense 3,544 2,496 2,513 2,628 Charge for a wage and hour class action litigation settlement - - - 495 Acquisition related costs - 5,829 - 224 Write-off of deferred financing costs - 321 - - Adjusted EBITDA (Non-GAAP) $ 28,172 $ 37,231 $ 44,029 $ 58,149

14 Appendix: Regulation G Disclosure For the quarter ended January 26, 2013 and July 27, 2013, the items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Pre-tax acquisition related costs. (b) Pre-tax write-off of deferred financing costs. (c) Pre-tax charge for a wage and hour class action litigation settlement. (d) Provision for income taxes includes the tax effect of the other reconciling items identified herein. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) Amounts may not add due to rounding. Q2-14 Q3-13 Three Months Ended Three Months Ended January 25, 2014 April 27, 2013 GAAP GAAP Reconciling Items Non-GAAP GAAP GAAP Reconciling Items Non-GAAP Contract revenues 390,518$ 369,326$ -$ 369,326$ 437,367$ 478,632$ -$ 478,632$ Cost of earned revenues, excluding depreciation and amortization 327,353 301,516 - 301,516 357,664 384,169 (495) (c) 383,674 General and administrative expenses 38,562 38,827 (5,829) (a) 32,998 38,205 39,914 (224) (a) 39,690 Depreciation and amortization 23,435 20,819 - 20,819 24,531 24,820 - 24,820 Total 389,350 361,162 (5,829) 355,333 420,400 448,903 (719) 448,184 Interest expense, net (6,800) (5,748) - (5,748) (6,637) (6,752) - (6,752) Other income, net 595 428 321 (b) 749 1,477 1,069 - 1,069 Income (loss) before income taxes (5,037) 2,844 6,150 8,994 11,807 24,046 719 24,765 Provision (benefit) for income taxes (d) (1,970) 1,381 2,440 3,821 4,608 9,380 284 9,664 N i come (loss) (3,067)$ 1,463$ 3,710$ 5,173$ 7,199$ 14,666$ 435$ 15,101$ Diluted income (loss) per share (0.09)$ 0.04$ 0.11$ 0.15$ 0.21$ 0.43$ 0.01$ 0.44$ Shares used in computing Diluted EPS: 33,836,099 33,514,416 33,514,416 33,842,150 34,082,228 34,082,228 Amounts may not foot due to rounding. January 26, 2013 Three Months Ended Three Months Ended July 27, 2013 Q2-13 Q4-13

15 (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter presented, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any. (b) For comparisons of Organic Revenue beginning with Q3-14, Organic Revenue – Non-GAAP will include revenues of businesses acquired in Q2-13 as the revenues from these businesses will be included in both quarters (Q3-14 and Q3-13). (c) Organic revenues from customers for stimulus work comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. Amounts may not add due to rounding. Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions). The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth. NON-GAAP ADJUSTMENTS GAAP % NON-GAAP - Organic % (a) NON-GAAP - Organic % excluding stimulus (a) (c) Q2-14 Organic Growth: Q2-14 390.5$ (111.5)$ -$ 279.0$ (11.0)$ 268.1$ 5.7% 0.9% 4.6% Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ Prior Quarters Organic Growth: Q1-14 512.7$ (157.1)$ -$ 355.6$ (19.7)$ 335.9$ 58.6% 10.0% 15.8% Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ Q4-13 478.6$ (139.1)$ -$ 339.5$ (19.9)$ 319.6$ 50.5% 7.5% 12.6% Q4-12 318.0$ -$ (2.3)$ 315.8$ (31.9)$ 283.9$ Q3-13 437.4$ (122.9)$ -$ 314.5$ (19.0)$ 295.5$ 47.7% 6.2% 10.7% Q3-12 296.1$ -$ -$ 296.1$ (29.2)$ 266.9$ Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ 38.1% 3.5% 4.0% Q2-12 267.4$ -$ -$ 267.4$ (20.8)$ 246.6$ Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ 1.2% 2.4% -2.4% Q1-12 319.6$ -$ (3.7)$ 315.8$ (18.7)$ 297.2$ Q4-12 318.0$ -$ (2.3)$ 315.8$ (31.9)$ 283.9$ 4.7% 9.0% 1.9% Q4-11 303.7$ -$ (14.1)$ 289.7$ (11.2)$ 278.5$ Q3-12 296.1$ -$ -$ 296.1$ (29.2)$ 266.9$ 17.3% 17.3% 8.2% Q3-11 252.4$ -$ -$ 252.4$ (5.7)$ 246.6$ NON-GAAP ADJUSTMENTS NON-GAAP Organic Contract Revenues - Excluding stimulus (a) Revenue Growth (Decline) % Revenues from businesses acquired (a) Revenues from storm restoration services Organic revenues from customers for stimulus work (c) NON-GAAP Organic Contract Revenues (a)(b) GAAP Contract Revenues

16 Amounts may not add due to rounding. Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions). The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth . (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter presented, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any. Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T Comcast Time Warner Cable GAAP Revenue Q2-14 390.5$ 232.3$ 158.2$ 73.2$ 47.0$ 23.3$ Q2-13 369.3$ 194.3$ 175.0$ 50.1$ 40.8$ 15.8$ GAAP Revenue - % Changes 5.7% 19.5% (9.6)% 46.2% 15.1% 47.9% Non-GAAP Adjustments Q2-14 - Revenue from acquired subsidiaries (111.5)$ (51.6)$ (59.9)$ (5.8)$ (7.6)$ (6.7)$ Q2-13 - Revenue from acquired subsidiaries (75.9)$ (24.6)$ (51.3)$ (1.4)$ (1.9)$ (2.2)$ Q2-13 - Revenue from storm restoration services (16.7)$ (6.9)$ (9.8)$ -$ (3.9)$ -$ Non-GAAP Revenue Q2-14 279.0$ 180.7$ 98.3$ 67.4$ 39.3$ 16.7$ Q2-13 276.7$ 162.8$ 113.8$ 48.7$ 35.0$ 13.5$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from acquired subsidiaries and storm restoration services) 0.9% 11.0% (13.6)% 38.5% 12.3% 23.2%

Fiscal 2014 2nd Quarter Presentation February 26, 2014