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): March 24, 2010

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 7.01 Regulation FD Disclosure.

Representatives of Dycom Industries, Inc. (the “Registrant”) will participate in the BB&T Capital Markets Commercial & Industrial Conference in New York City, New York on Wednesday, March 24, 2010. A copy of the slide package to be used by the Registrant at the conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Please refer to page 1 (following the cover page) of Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto. The forward-looking statements in this Current Report on Form 8-K (including Exhibit 99.1) are made as of the date hereof, and the Registrant does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof except as required by law. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K. In addition, please refer to page 1 (following the cover page) of Exhibit 99.1 for a discussion of Non-GAAP financial measures inc luded therein. A reconciliation of these measures to the most directly related comparable GAAP measures is included at the end of the Exhibit.

The information in the preceding paragraphs, as well as Exhibit 99.1, 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 Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

99.1 Slide package to be used at the BB&T Capital Markets Commercial & Industrial Conference on March 24, 2010.

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: March 24, 2010

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

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Slide package to be used at the BB&T Capital Markets Commercial & Industrial Conference on March 24, 2010.

EX-99.1

®

BB&T CAPITAL MARKETS
CONFERENCE

March 24, 2010

1

Forward-Looking Statements and Non-GAAP
Information

Forward-Looking Statements and Non-GAAP
Information

This presentation contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “forecast,” “may,” “should”, “could”, “project,” “outlook” and similar
expressions identify forward-looking statements. These forward-looking statements are
based on management’s current expectations, estimates and projections and speak only as
of the date of this presentation. Forward-looking statements are subject to known and
unknown 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 presentation. The factors that could affect future results and could cause these results
to differ materially from those expressed in the forward-looking statements include, but are
not limited to, those described under Item 1A, “Risk Factors” of the Company’s Annual
Report on Form 10-K for the year ended July 25, 2009, and other risks outlined in the
Company’s periodic filings with the Securities and Exchange Commission (“SEC”). 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.
As required by the SEC we have provided a reconciliation of those measures to the most
directly comparable GAAP measures on the Regulation G slide included at the end of this
presentation.

2

Dycom Industries Introduction

nLeading provider of specialty contracting services principally to telephone
and cable companies

nTelecommunications industry dynamics driving growth potential

nMajor participant in a large, but fragmented industry, which offers
acquisition opportunities

nSignificant portion of revenues from multi-year Master Service
Agreements

nExperienced management team operating through a decentralized,
customer-focused organizational structure

nStrong cash flows and liquidity

3

Revenue Mix

Quarter Ended January 23, 2010- $216.3 million

Telecommunications

Underground Facility

Locating

Electric Utilities and

Other Construction

and Maintenance

4

Providing End-To-End Services

Engineering

Underground Facility Locating

Outside Plant & Equipment Installation

5

nHeadquartered in Palm Beach Gardens, Florida

nSecond quarter fiscal 2010 revenues of $216.3 million

nStrong financial profile

}Cash and equivalents $135.9 million at January 23, 2010

}Shareholders’ equity $391.0 million at January 23, 2010

}Operating cash flow of $126.6 million for fiscal year 2009

}Committed Bank Facility of $210 million through September 2011;
$153.4 million available as of January 23, 2010

nNationwide footprint

}Operates in 48 states and to a limited extent in Canada

}30 operating subsidiaries and hundreds of field offices

nOver 8,300 employees

nListed on the NYSE under the ticker: DY

Dycom Industries
At a Glance

Dycom is a leading telecommunications infrastructure provider in the United States

6

Strong subsidiaries, broad national footprint

Subsidiaries

Cable Connectors

UtiliQuest

Dycom’s Nationwide Presence

LAMBERTS

Dycom Operating Overview

7

Industry Developments…

nTelephone/cable industry convergence - a reality

}Competition for customers drives growth

nNetwork bandwidth expansion - an imperative

}Telephone companies expanding network capacity

}Cable responding to match capabilities and facilitate new
products such as VOIP, HDTV, and wideband

nProduct bundles - key to telephone/cable success

}Decrease churn

}Provide revenue growth opportunities to offset market
share erosion

}Differentiate service from satellite video providers

8

…And Opportunities

nIncreased capital spending

}Telephone company deployments of Fiber (FTTx)

}Cable company bandwidth expansion

}Customer premise equipment deployments

}Fiber to the cell site

nRenewed focus on network reliability and availability as
subscribers demand better service levels

nContinued outsourcing as time to market and
installation quality crucial for new product launches

9

Telecom Capital Spending

Capex Commentary

nContinued capital spending in wireline reflects burgeoning demand for voice, data and
video transmission

nRBOCs will continue to constitute the vast majority of U.S. fixed line investment

nSignificant portion of RBOCs’ capital budgets are expected to be from fiber deployments,
including fiber to the cell site initiatives

nCarriers are shifting capital spending to address growth needs and increased
competition from cable companies

“We are taking our U-verse build, which is our IPTV build, the broadband capability
that we have been deploying, and we are going to get to 30 million homes by the
end of next year. We are actually moving that build out to cover more of our small
business locations. We have a fairly aggressive plan to get the U-verse build in
front of a lot of small businesses, integrate the high-bandwidth product with a
mobile product, and we think it is going to be pretty powerful.”

Randall Stephenson- AT&T - Chairman, Chief Executive Officer and President
March 2010

10

Cable Capital Spending

Capex Commentary

nContinued capital expenditures on bandwidth reclamation, VOIP and HDTV product
offerings, and cellular backhaul

nOngoing plant and network enhancements are critical as cable operators continue to
offer services that require greater reliability

nNetwork capacity and reliability increasingly crucial as cable companies compete with
traditional telecom firms

“[…] we have been aggressively rolling out All-Digital and Wideband. These are
initiatives that are central to our strategy, and so we are investing about $1 billion in
these two projects between 2009 and 2010, and we’ve made rapid progress
deploying these technologies and new products that follow the rollout”

Brian Roberts, Comcast - Chairman and Chief Executive OfficerFebruary 2010

11

n“Dig Safe” laws in all 50 states require owners of underground
utilities to identify and mark their facilities prior to excavation

}Regulate telephone, cable, power, gas, water & sewer utilities

}Seek to minimize network outages, protect job-site workers, and
safeguard the general public

}Locates often required as a condition for permit issuance

nGenerally outsourced by telecom companies and cable operators

}Work generated by excavators via “800 number” call centers

}High volume of transactions must be completed within 48-72
hours

nRegulatory backdrop promotes steady workflow

}Driven by regional macro-economic factors

Underground Facility Locating Services

12

Dycom’s Competitive Advantages

nEstablished customer relationships and reputation

nBroad geographic coverage

nScale to satisfy customer time and service requirements

nResponsive, local decentralized business units

nAccess to capital

nSenior management operating expertise

13

Dycom employs a deliberate and methodical growth strategy

Growth Strategy As Opportunities Expand

nBuild and maintain long-term customer relationships at the local level

}Position business to capture both recurring maintenance and new capital
spending

nEmpower subsidiary management

}Build relationships with customer contracting decision makers

}Utilize detailed knowledge of local pricing dynamics

}Leverage subcontractors and local trade relationships

nDeliberately select attractive customers with profitable business

}Focus on higher quality, long-term telecommunications industry leaders

nSelectively screen potential acquisitions

}Healthy players that bring long-term, established customer relationships

}Complement existing Dycom customer footprint

}Position Company for significant customer capital or maintenance spending

14

Blue-chip, predominantly investment grade clients comprise the vast majority of revenue

Other

Comcast

Charter

Cablevision

Windstream

AT&T

CenturyLink

Well Established Customers

Fiscal Quarter Ended January 23, 2010

Customer Revenue Breakdown

Qwest

Verizon

Time Warner Cable

15

Customer Rotation

Key long-term relationships help Dycom manage the cyclical nature of telecom and cable capex spending

$958

$842

$588

$579

$784

$760

Top 5 Customers

Other

65%

35%

62%

38%

63%

68%

32%

68%

32%

64%

36%

$995

37%

63%

$1,138

33%

67%

For comparison purposes, when customers have been combined through acquisition or merger, their revenues have been combined for all periods.

37%

64%

36%

$1,230

$1,107

64%

36%

16

Revenue - Q2 Fiscal 2010

Dycom’s revenue stream is primarily generated by long-term contractual agreements

Master Service Agreements

Long-term

contracts

Short-term

contracts

17

Senior Management

Operating Overview

Seasoned management team with several decades of combined industry experience

®

Financial Update

19

nCentralize activities which yield synergistic benefits

}Treasury

}Tax

}Risk management

}Capital asset procurement

}Information technology resources

nDecentralize financial operations to provide solid
support and flexibility at operating unit level

nMaintain financial resources to support internal growth
and acquisition opportunities

Financial Overview

20

Fiscal Year Results -
Revenue and Earnings

(1) The amounts for EBITDA - Adjusted and Income from continuing operations -Non-GAAP are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nAnnual revenue exceeding $1.1
billion for the three most recent
fiscal years

nRevenue and results impacted by
customer reductions in capital
spending plans in response to
challenging economic conditions

21

Quarterly Results -
Revenue and Earnings

nSeasonal revenue pattern driven by
weather and available work days.

nQ2-10 year over year revenue
decline of 11.9% reflects customer
reductions in capital spending.

nEBITDA - Adjusted and Income from
Continuing Operations declined due
to reduced level of operations.

(1) The amounts for EBITDA - Adjusted and Income (Loss) from continuing operations -Non-GAAP are Non-GAAP financial measures adjusted to exclude certain
items.See “Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

22

(1) Capital expenditures net of proceeds from the sale of assets

(2) The amounts for EBITDA - Adjusted and Net Debt used in the calculations herein are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nCash flow from operations over $100
million for the four most recent years

nAmple cash flows to support capital
expenditures and fund operations

nLong term financing in place as of
January 23, 2010

}$135.35 million Senior Subordinated
Notes - October 2015 maturity

}$210 million Credit Facility:

}September 2011 maturity

}No borrowings outstanding

nNet cash position as of January 23, 2010

23

Quarterly Results -
Cash Flow and Liquidity

(1) Capital expenditures net of proceeds from the sale of assets

(2) The amounts for EBITDA - Adjusted and Net Debt used in the calculations herein are Non-GAAP financial measures adjusted to exclude certain items.See
“Regulation G Disclosure” slide for a reconciliation of Non-GAAP financial measures to GAAP financial measures.

nSignificant cash flow from operations
reflects efficient conversion of earnings
and working capital to cash

nNet debt has declined as a result of
significant cash flows from operations

nAmple liquidity as of January 2010

}$135.9 million cash and equivalents

}$153.4 million availability under
Revolving Credit Facility

24

Regulation G Disclosure

®

BB&T CAPITAL MARKETS
CONFERENCE

March 24, 2010