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 26, 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 August 26, 2014, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2014 fourth quarter and fiscal year results. The Company also provided forward guidance. Additionally, on August 27, 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 - Non-GAAP, 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 - Non-GAAP, 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 wage and hour class action settlements, 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. Net income - Non-GAAP and earnings per share - Non-GAAP 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 26, 2014, the Company issued a press release reporting fiscal 2014 fourth quarter and fiscal year results. The Company also provided forward guidance. Additionally, on August 27, 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 - Non-GAAP, 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 - Non-GAAP, 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 wage and hour class action settlements, 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. Net income - Non-GAAP and earnings per share - Non-GAAP 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 August 26, 2014 by Dycom Industries, Inc.

99.2 Slide presentation relating to the webcast and conference call held on August 27, 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 27, 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

August 26, 2014

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2014 FOURTH QUARTER AND FISCAL YEAR

RESULTS AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, August 26, 2014 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended July 26, 2014.

The Company reported:

• Contract revenues of $482.1 million for the quarter ended July 26, 2014, compared to $478.6 million for the quarter ended July 27, 2013.

• Adjusted EBITDA - Non-GAAP of $57.5 million for the quarter ended July 26, 2014, compared to $58.1 million for the quarter ended July 27, 2013.

• Net income - Non-GAAP was $16.9 million, or $0.48 per common share diluted, for the quarter ended July 26, 2014, compared to $15.1 million, or $0.44 per common share diluted for the quarter ended July 27, 2013. Net income - Non-GAAP excludes the impact of pre-tax charges of $0.6 million and $0.5 million for wage and hour class action settlements for the quarter ended July 26, 2014 and July 27, 2013, respectively. Net income - Non-GAAP for the quarter ended July 27, 2013 also excludes the impact of $0.2 million in pre-tax acquisition related costs. Net income on a GAAP basis was $16.5 million, or $0.47 per common share diluted, for the quarter ended July 26, 2014, compared to $14.7 million, or $0.43 per common share diluted, for the quarter ended July 27, 2013.

The Company also reported:

• Contract revenues of $1.812 billion for the fiscal year ended July 26, 2014, compared to $1.609 billion for the fiscal year ended July 27, 2013. Contract revenues for the fiscal year ended July 26, 2014 grew 4.7% on an organic basis after excluding revenues from businesses acquired that were not included for the full period in both the current and the prior year periods, and $16.7 million of revenues for storm restoration services in the fiscal year ended July 27, 2013. Total revenues from these businesses acquired were $499.3 million and $337.9 million for the fiscal year ended July 26, 2014 and July 27, 2013 respectively.

• Adjusted EBITDA - Non-GAAP of $188.4 million for the fiscal year ended July 26, 2014, compared to $179.8 million for the fiscal year ended July 27, 2013.

• Net income - Non-GAAP was $40.3 million, or $1.16 per common share diluted, for the fiscal year ended July 26, 2014, compared to $39.8 million, or $1.18 per common share diluted, for the fiscal year ended July 27, 2013. Net income - Non-GAAP excludes the impact of pre-tax charges of $0.6 million and $0.5 million for wage and hour class action settlements for the fiscal year ended July 26, 2014 and July 27, 2013,

respectively. Net income - Non-GAAP for the fiscal year ended July 27, 2013 also excludes the impact of $6.8 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. Net income on a GAAP basis was $40.0 million, or $1.15 per common share diluted, for the fiscal year ended July 26, 2014, compared to $35.2 million, or $1.04 per common share diluted, for the fiscal year ended July 27, 2013.

The Company also announced its outlook for the first quarter of fiscal 2015. The Company currently expects total revenue for the first quarter of fiscal 2015 to range from $490 million to $510 million and diluted earnings per share to range from $0.45 to $0.52.

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 wage and hour class action settlements, 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, August 27, 2014; call (800) 230-1074 (United States) or (612) 288-0329 (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 August 27, 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 Saturday, September 27, 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 August 27, 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 fourth quarter and full year 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 July 26, 2014 and July 27, 2013 Unaudited
	July 26, 2014		July 27, 2013
ASSETS	(Dollars in thousands)
CURRENT ASSETS:
Cash and equivalents	$	20,672	$	18,607
Accounts receivable, net	272,741		252,202
Costs and estimated earnings in excess of billings	230,569		204,349
Inventories	49,095		35,999
Deferred tax assets, net	16,846		16,853
Other current assets	12,727		13,124
Total current assets	602,650		541,134
PROPERTY AND EQUIPMENT, NET	205,413		202,703
GOODWILL	269,088		267,810
INTANGIBLE ASSETS, NET	116,116		125,275
OTHER	16,001		17,286
TOTAL NON-CURRENT ASSETS	606,618		613,074
TOTAL ASSETS	$	1,209,268	$	1,154,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	63,318	$	77,954
Current portion of debt	10,938		7,813
Billings in excess of costs and estimated earnings	13,882		13,788
Accrued insurance claims	32,260		29,069
Other accrued liabilities	76,134		71,191
Total current liabilities	196,532		199,815
LONG-TERM DEBT	446,863		444,169
ACCRUED INSURANCE CLAIMS	33,782		27,250
DEFERRED TAX LIABILITIES, NET NON-CURRENT	42,274		48,612
OTHER LIABILITIES	4,882		6,001
Total liabilities	724,333		725,847
Total Stockholders' Equity	484,935		428,361
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,209,268	$	1,154,208

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 26, 2014			July 27, 2013			July 26, 2014			July 27, 2013
	(Dollars in thousands, except per share amounts)
Contract revenues	$	482,071		$	478,632		$	1,811,593		$	1,608,612
Costs of earned revenues, excluding depreciation and amortization	387,221			384,169			1,475,045			1,300,416
General and administrative expenses (a)	41,058			39,914			161,858			145,771
Depreciation and amortization	23,060			24,820			92,772			85,481
Total	451,339			448,903			1,729,675			1,531,668
Interest expense, net	(6,578		)	(6,752		)	(26,827		)	(23,334		)
Other income, net	3,028			1,069			11,228			4,589
Income before income taxes	27,182			24,046			66,319			58,199
Provision for income taxes	10,693			9,380			26,341			23,011
Net income	$	16,489		$	14,666		$	39,978		$	35,188
Earnings per common share:
Basic earnings per common share	$	0.49		$	0.44		$	1.18		$	1.07
Diluted earnings per common share	$	0.47		$	0.43		$	1.15		$	1.04
Shares used in computing income per common share:
Basic	33,965,484			33,141,347			33,773,158			33,012,595
Diluted	34,960,049			34,082,228			34,816,381			33,782,187
(a) Includes stock-based compensation expense of $2.9 million and $2.6 million for the three months ended July 26, 2014 and July 27, 2013, respectively, and $12.6 million and $9.9 million for the twelve months ended July 26, 2014 and July 27, 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 and the percentages of growth of GAAP and Non-GAAP contract revenues.
	Contract Revenues - GAAP		Revenues from businesses acquired (a)			Revenues from storm restoration services			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended July 26, 2014	$	482,071	$	(9,488	)	$	—		$	472,583	0.7	%	(0.7	)	%
Three Months Ended July 27, 2013	$	478,632	$	(2,562	)	$	—		$	476,070
Twelve Months Ended July 26, 2014	$	1,811,593	$	(499,263	)	$	—		$	1,312,330	12.6	%	4.7		%
Twelve Months Ended July 27, 2013	$	1,608,612	$	(337,923	)	$	(16,721	)	$	1,253,968
(a) Amounts for the three months ended July 26, 2014 and July 27, 2013 represent revenues from businesses acquired during the fourth quarter of fiscal 2013 and 2014. Amounts for the twelve months ended July 26, 2014 and July 27, 2013 represent revenues from businesses acquired during fiscal 2013 and 2014.

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 26, 2014 and July 27, 2013 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 26, 2014			July 27, 2013			July 26, 2014			July 27, 2013
	(Dollars in thousands)
Reconciliation of net income to Adjusted EBITDA - Non-GAAP:
Net income	$	16,489		$	14,666		$	39,978		$	35,188
Interest expense, net	6,578			6,752			26,827			23,334
Provision for income taxes	10,693			9,380			26,341			23,011
Depreciation and amortization expense	23,060			24,820			92,772			85,481
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	56,820			55,618			185,918			167,014
Gain on sale of fixed assets	(2,802		)	(816		)	(10,706		)	(4,683		)
Stock-based compensation expense	2,876			2,628			12,596			9,902
Charges for wage and hour class action litigation settlements	600			495			600			495
Acquisition related costs	—			224			—			6,763
Write-off of deferred financing costs	—			—			—			321
Adjusted EBITDA - Non-GAAP	$	57,494		$	58,149		$	188,408		$	179,812

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 26, 2014 and July 27, 2013.
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 26, 2014			July 27, 2013			July 26, 2014			July 27, 2013
	(Dollars in thousands, except per share amounts)
Reconciling Items:
Charges for wage and hour class action litigation settlements	$	(600	)	$	(495	)	$	(600	)	$	(495	)
Acquisition related costs, pre-tax	—			(224		)	—			(6,763		)
Write-off of deferred financing costs	—			—			—			(321		)
Total Reconciling Items	$	(600	)	$	(719	)	$	(600	)	$	(7,579	)
GAAP net income	$	16,489		$	14,666		$	39,978		$	35,188
Adjustment for Reconciling Items above, net of tax	364			435			364			4,589
Net income - Non-GAAP	$	16,853		$	15,101		$	40,342		$	39,777
Earnings per common share:
Basic earnings per common share - GAAP	$	0.49		$	0.44		$	1.18		$	1.07
Adjustment for Reconciling Items above, net of tax	0.01			0.01			0.01			0.14
Basic earnings per common share - Non-GAAP	$	0.50		$	0.46		$	1.19		$	1.20
Diluted earnings per common share - GAAP	$	0.47		$	0.43		$	1.15		$	1.04
Adjustment for Reconciling Items above, net of tax	0.01			0.01			0.01			0.14
Diluted earnings per common share - Non-GAAP	$	0.48		$	0.44		$	1.16		$	1.18
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	33,965,484			33,141,347			33,773,158			33,012,595
Diluted	34,960,049			34,082,228			34,816,381			33,782,187

EX-99.2

Fiscal 2014 4th Quarter Presentation August 27, 2014

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 Fiscal 2014 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. 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 businesses acquired, 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 14 through 18 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 Q4-2014 Overview Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures.  Contract revenue of $482.1 million in Q4-14 compared to $478.6 million in Q4-13  Solid growth from several key customers  Declines from rural customers on stimulus projects and customer spending modulations as strategies adapt to a changing environment  Solid operating results  Adjusted EBITDA - Non-GAAP of $57.5 million, or 11.9% of revenue  Net income - Non-GAAP of $0.48 per share diluted in Q4-14 compared to $0.44 per share diluted in Q4-13  Acquired Watts Brothers Cable Construction in Q4-14  Unprecedented end market opportunities

5 Industry developments are producing opportunities which in aggregate are  unprecedented for the industry  Major industry participants have initiated significant wireline network deployments  Most participants believe newly deployed networks should provision 1 gigabit speeds Dycom well positioned to deliver valuable service to customers   Currently providing services for 1 gigabit full deployments across the country in nine major metropolitan areas to a number of customers  Dycom revenues and opportunities driven by this new standard are accelerating into 2015  Near term customer spending modulations as network strategies adapt and timing uncertainty consistent with the initiation of large scale network deployments Industry Update

6 2.4% 3.5% 6.2% 7.5% 10.0% 0.9% (3.8)% (0.7)% (2.4)% 4.0% 10.7% 12.6% 15.8% 4.6% (2.5)% 1.7% -10% -5% 0% 5% 10% 15% 20% 25% Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Organic Growth % Organic Growth % - Excluding stimulus revenue Revenue Summary Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009.  Top 5 customers represented 58.1% of revenue in Q4-14 compared to 58.4% in Q4-13  AT&T, Dycom’s largest customer, grew 19.1% organically  Comcast, Dycom’s third largest customer, grew 12.1% organically  Overall organic revenue in-line with Q4-13  Revenue combined from Top 5 customers declined 2.0% organically  All other customers grew 1.1% organically  Organic growth of 1.7% (excluding services for stimulus funded projects (a)) Organic Growth (Decline) – Non-GAAP Revenue % by Customer – Top 5 in Q4-14 Q4-14 Customer Revenue Highlights (a) 0% 4% 8% 12% 16% 20% 24% AT&T CenturyLink Comcast Verizon Windstream Q4-14 Q4-13

7 2,1578,001 10,135 10,349 10,822 11,107 10,410 10,324 10,592 0 3,000 6,000 9,000 12,000 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Employees from acquired subsidiaries Customers Description Area Approximate Term (in years)  AT&T Wireless Construction Services Florida, Georgia, Kentucky 3  Comcast Construction Services New Mexico, Washington 1-3  Charter Construction and Maintenance Services Illinois, Missouri, Tennessee, Alabama, Texas 1  Corning Construction and Engineering Services Washington, Oregon, Nevada, Utah, Colorado 1  Verizon Central Office Infrastructure Services New York, New Jersey, Pennsylvania 3  Various Rural and Municipal Broadband Washington, Oregon, Colorado, Minnesota, Arkansas, South Carolina 1-3 Backlog and Awards Backlog ($ in millions) Number of Employees Selected Current Awards and Extensions Notes: Our backlog estimates represent amounts under master service agreements and other contractual agreements, including long-term contracts, for services projected to be performed over the terms of the contracts and are based on contract terms, our historical experience with customers and, more generally, our experience in similar procurements. Backlog is not a measure defined by United States generally accepted accounting principles; 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 $1,376 $2,019 $2,003 $2,197 $1,996 $2,147 $2,046 $2,331 $822 $1,242 $1,208 $1,217 $1,116 $1,193 $1,179 $1,345 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Acquired subsidiaries backlog 12 month backlog

8 Notes:  See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Includes Q4-14 revenues of $9.5 million and Q4-13 revenues of $2.6 million from businesses acquired during the fourth quarters of fiscal 2014 and 2013. Summary Results Contract Revenues (a) ($ in millions) Adjusted EBITDA – Non-GAAP ($ in millions) Net Income and EPS - Non-GAAP ($ in millions, except per share data) Earnings per share - Non-GAAP of $0.48 in Q4-14 compared to $0.44 in Q4-13 Q4-13 Net income - Non-GAAP $ 16.9 $ 15.1 Fully Diluted EPS - Non- GAAP $ 0.48 $ 0.44 Q4-14 $482.1 $478.6 $150 $250 $350 $450 $550 Q4-14 Q4-13 $57.5 $58.1 $- $10 $20 $30 $40 $50 $60 Q4-14 Q4-13 Adjusted EBITDA - Non-GAAP as a % of revenues: 11.9% 12.1%

9 Selected Financial Information Notes: Amounts above may not add due to rounding. Additionally, see “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Gross Margin % - Non-GAAP calculated as the excess of contract revenues over cost of earned revenues - Non-GAAP as a percentage of contract revenues for the applicable period. (b) Percentages disclosed represent Adjusted EBITDA - Non-GAAP as a percentage of contract revenues for the applicable period. Q4-14 Commentary  Contract revenue of $482.1 million in Q4‐14  compared to $478.6 million in Q4‐13  Growth from several large customers  Declines from rural customers on stimulus projects and customer spending modulations  Revenues from businesses acquired during the fourth quarters of fiscal 2014 and 2013 contributed $9.5 million and $2.6 million in Q4-14 and Q4-13, respectively  Adjusted EBITDA of $57.5 million, or 11.9%  of revenue, consistent with Q4‐13  Strong other income from asset sales ($ in millions, except earnings per share)  Q4-14 Q4-13 Change Contract Revenues $ 482.1 $ 478.6 $ 3.4 Cost of Earned Revenues - Non-GAAP $ 386.6 $ 383.7 $ 2.9 Gross Margin % ‐ Non‐GAAP  (a) 19.80% 19.84% General & Administrative - Non-GAAP - Q4-13 $ 41.1 $ 39.7 $ 1.4 Depreciation $ 18.9 $ 17.7 $ 1.2 Amortization $ 4.2 $ 7.1 $ (2.9) Interest Expense, net $ 6.6 $ 6.8 $ (0.2) Other Income, net $ 3.0 $ 1.1 $ 2.0 Net Income - Non-GAAP $ 16.9 $ 15.1 $ 1.8 Diluted Earnings Per Share - Non-GAAP $ 0.48 $ 0.44 $ 0.04 Adjusted EBITDA $ 57.5 $ 58.1 $ (0.7) Non-GAAP (b) 11.9% 12.1%

10 Cash Flow and Liquidity  Balance Sheet Strength  Ample liquidity of $183.3 million from cash  on hand and availability on the Credit  Agreement Q4-14 CommentaryLiquidity ($ in millions) Q4-14 Q3-14 Selected Cash Flow Information ($ in millions) Q4-14 Q4-13  Operating cash flows reflect working capital  changes from sequential growth  Acquired Watts Brothers Cable Construction for $16.4 million $ 20.7 $ 18.7 $ 63.0 $ 16.0 114.1 116.4 280.7 280.8 $ 457.8 $ 413.2 $ 49.4 $ 49.6 $ 162.6 $ 209.4 (*) Includes debt premium of $3.2 mill ion and $3.3 mill ion at Q4-14 and Q3-14, respectively Letters of Credit outstanding Availability on Senior Credit Agreement $275 million revolver Cash and equivalents Term Loan Debt: Senior Credit Agreement, matures Dec‐2017 Total debt 7.125% Senior Subordinated Notes, due Jan-2021 (*) $ (13.3) $ 15.4 $ (16.4) $ (11.3) $ (12.6) $ (17.5) $ 44.7 $ 11.4 Cash flow (used in) from Operations Capital expenditures, net of disposals Cash paid for acquisitions Borrowings of debt

11 Q1-2015 Outlook Contract Revenues $512.7 $490.0 - $510.0  Network investments by several large customers  Lower revenue from rural customers on stimulus projects  Customer spending modulations as strategies adapt to a changing environment Gross Margin %  (as a percent of revenue) 20.0% Gross Margin % which expands year-over-year  Improving mix of customer growth opportunities G&A Expense % (as a percent of revenue) Includes stock‐based compensation  8.4% 8.8% - 9.1% Includes stock‐based  compensation G&A expense reflecting scale and recent M&A Includes stock-based compensation of approximately $4.0 million compared to $3.5 million in Q1-14 Depreciation & Amortization $23.6 $23.2 - $23.6 Depreciation increases from recent M&A and cap-ex Includes amortization of $4.0 million in Q1-15 compared to $5.2 in Q1-14 Interest Expense $6.9 $6.7 - $6.8 Interest expense reflects expected level of borrowings Other Income $2.0 $1.0 - $1.5 Other income from asset disposals Adjusted EBITDA %   ‐ Non‐GAAP  (a) (as a percent of revenue) 12.3% Adjusted EBITDA % in line with Q1-14 result Adjusted EBITDA reflects gross margin improvement offset by higher G&A expense EPS–Diluted $0.54 $0.45 - $0.52 per share diluted Revenue range and operating results drive earnings per share outlook Diluted Shares (in millions) 34.6 Approximately 35.1 Diluted shares reflect vesting of employee equity awards Notes: See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) The Company defines Adjusted EBITDA - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, charges for wage and hour class action settlements, stock-based compensation expense, and certain non-recurring items. Q1-2014 Q1-2015 Year Over Year Commentary on Outlook Outlook (all amounts are estimates – actual amounts may differ) ($ in millions, except  earnings per share)

12 Looking Ahead to Fiscal Q2-2015 Looking Ahead Commentary ($ in millions) Q2‐14 ($ in millions) Included for  comparison Contract Revenues  Expectation of normal winter weather patterns  Network investments by several large customers  Headwind from lower revenue for rural customers on stimulus projects  Customer spending modulations as strategies adapt to a changing environment  Revenue % growth of mid single digits compared to Q2-14 result $ 390.5 Gross Margin % (as a percent of revenue) Fiscal Q2 gross margins display impacts of seasonality including: *inclement winter weather *fewer available workdays due to holidays *reduced daylight work hours *restart of calendar payroll taxes Gross margins which expand year over year with the expectation of normal winter weather and an improving mix of customer growth opportunities 16.2% G&A Expense  (G&A % as a percent of revenue) Includes stock‐based  compensation G&A expense slightly increases as a % of revenues year over year Includes stock-based compensation of approximately $3.6 in Q2-15 compared to $3.5 in Q2-14 $ 38.6 9.9% Adjusted EBITDA % – Non‐GAAP (a) Adjusted EBITDA % which expands from Q2-14 result 7.2% Other Factors: Depreciation & Amortization Ranges from $23.4 - $23.8 in Q2-15 Includes amortization of $4.0 in Q2-15 compared to $4.8 in Q2-14 $ 23.4 Interest Expense $6.7 - $6.8 in Q2-15 $ 6.8 Other Income $1.2 - $1.7 in Q2-15 $ 0.6 Notes:  See “Regulation G Disclosure” slides 14-18 for a reconciliation of GAAP to Non-GAAP financial measures. (a) The Company defines 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 wage and hour class action settlements, stock-based compensation expense, and certain non-recurring items.

13 Looking Ahead Firm and strengthening 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 Encouraged that industry participants remain committed to multi‐year  capital spending initiatives which in some cases are meaningfully  accelerating and expanding in scope

14 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. 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 - 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 wage and hour class action settlements, 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) Q4-14 Q4-13 Q1-14 Q2-14 Three Months Three Months Three Months Three Months Ended Ended Ended Ended July 26, July 27, October 26, January 25, 2014 2013 2013 2014 Reconciliation of net income (loss) to Adjusted EBITDA -Non-GAAP: Net income (loss) $ 16,489 $ 14,666 $ 18,660 $ (3,067) Interest expense, net 6,578 6,752 6,886 6,800 Provision (benefit) for income taxes 10,693 9,380 12,440 (1,970) Depreciation and amortization expense 23,060 24,820 23,552 23,435 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 56,820 55,618 61,538 25,198 Gain on sale of fixed assets (2,802) (816) (1,865) (570) Stock-based compensation expense 2,876 2,628 3,506 3,544 Charges for wage and hour class action litigation settlements 600 495 - - Acquisition related costs - 224 - - Adjusted EBITDA - Non-GAAP $ 57,494 $ 58,149 $ 63,179 $ 28,172 Contract revenues $ 482,071 $ 478,632 $ 512,720 $ 390,518 Adjusted EBITDA ‐ Non‐GAAP as a % of contract revenues 11.9% 12.1% 12.3% 7.2%

15 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. For the quarter ended July 26, 2014 and July 27, 2013, the items reconciling GAAP to Non-GAAP financial measures are specifically described below: (a) Pre-tax charges for wage and hour class action litigation settlements. (b) Pre-tax acquisition related costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. (d) Gross margin % is calculated as contract revenues less cost of earned revenues (excluding depreciation and amortization) as a percentage of contract revenues. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 482,071$ -$ 482,071$ 478,632$ -$ 478,632$ Cost of earned revenues, excluding depreciation and amortization 387,221 (600) (a) 386,621 384,169 (495) (a) 383,674 General and administrative expenses 41,058 - 41,058 39,914 (224) (b) 39,690 Depreciation and amortization 23,060 - 23,060 24,820 - 24,820 Total 451,339 (600) 450,739 448,903 (719) 448,184 Interest expense, net (6,578) - (6,578) (6,752) - (6,752) Other income, net 3,028 - 3,028 1,069 - 1,069 Income before income taxes 27,182 600 27,782 24,046 719 24,765 Provision for income taxes (c) 10,693 236 10,929 9,380 284 9,664 Net income 16,489$ 364$ 16,853$ 14,666$ 435$ 15,101$ Diluted income per share 0.47$ 0.01$ 0.48$ 0.43$ 0.01$ 0.44$ Shares used in computing Diluted EPS: 34,960,049 34,960,049 34,082,228 34,082,228 Gross Margin % (d) 19.68% 19.80% 19.74% 19.84% Three Months Ended July 27, 2013 Q4-13 Three Months Ended July 26, 2014 Q4-14

16 Notes: Amounts above may not add due to rounding. (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter, 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 includes revenues of businesses acquired in Q2-13 (“Acquired Subsidiaries”) as the revenues from these businesses are 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 included for stimulus revenues are organic and, as a result, exclude stimulus work from Acquired Subsidiaries prior to the Q3-14 organic calculation when the Acquired Subsidiaries were in both periods. 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 (decline) to Non-GAAP organic revenue growth (decline). NON-GAAP ADJUSTMENTS GAAP % NON-GAAP - Organic % (a) NON-GAAP - Organic % excluding stimulus (a) (c) Q4‐14 Organic Growth (Decline): Q4-14 482.1$ (9.5)$ -$ 472.6$ (23.8)$ 448.7$ 0.7% (0.7)% 1.7% Q4-13 478.6$ (2.6)$ -$ 476.1$ (34.8)$ 441.3$ Prior Quarters Organic Growth (Decline): Q3-14 426.3$ (5.6)$ -$ 420.7$ (26.0)$ 394.7$ (2.5)% (3.8)% (2.5)% Q3-13 437.4$ -$ -$ 437.4$ (32.5)$ 404.8$ 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$ 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$ 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

17 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 (decline). Notes: Amounts above may not add due to rounding. (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 GAAP Revenue Q4-14 482.1$ 280.2$ 201.9$ 96.5$ 58.6$ Q4-13 478.6$ 279.5$ 199.1$ 79.1$ 48.9$ GAAP Revenue - % Changes 0.7% 0.3% 1.4% 21.9% 19.9% Non-GAAP Adjustments Q4-14 - Revenue from businesses acquired in Q4-14 and Q4-13 (9.5)$ (8.8)$ (0.7)$ (2.2)$ (6.5)$ Q4-13 - Revenue from businesses acquired in Q4-13 (2.6)$ (2.4)$ (0.1)$ -$ (2.4)$ Non-GAAP Revenue Q4-14 472.6$ 271.5$ 201.1$ 94.3$ 52.1$ Q4-13 476.1$ 277.1$ 199.0$ 79.1$ 46.5$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from businesses acquired in Q4-14 and Q4-13) (0.7)% (2.0)% 1.1% 19.1% 12.1% * Includes AT&T, CenturyLink, Comcast, Verizon, and Windstream in both Q4-14 and Q4-13

18 Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. For the year ended July 26, 2014 and July 27, 2013, the items reconciling GAAP to Non-GAAP financial measures are specifically described below: (a) Pre-tax charges for wage and hour class action litigation settlements. (b) Pre-tax 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. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 1,811,593$ -$ 1,811,593$ 1,608,612$ -$ 1,608,612$ Cost of earned revenues, excluding depreciation and amortization 1,475,045 (600) (a) 1,474,445 1,300,416 (495) (a) 1,299,921 General and administrative expenses 161,858 - 161,858 145,771 (6,763) (b) 139,008 Depreciation and amortization 92,772 - 92,772 85,481 - 85,481 Total 1,729,675 (600) 1,729,075 1,531,668 (7,258) 1,524,410 Interest expense, net (26,827) - (26,827) (23,334) - (23,334) Other income, net 11,228 - 11,228 4,589 321 (c) 4,910 Income before income taxes 66,319 600 66,919 58,199 7,579 65,778 Provision for income taxes (d) 26,341 236 26,577 23,011 2,990 26,001 Net income 39,978$ 364$ 40,342$ 35,188$ 4,589$ 39,777$ Diluted income per share 1.15$ 0.01$ 1.16$ 1.04$ 0.14$ 1.18$ Shares used in computing Diluted EPS: 34,816,381 34,816,381 33,782,187 33,782,187 Year Ended Year Ended July 26, 2014 July 27, 2013

Fiscal 2014 4th Quarter Presentation August 27, 2014