#1Confidential Discussion Materials Prepared for: The Special Committee Regarding: Project Pioneer March 22, 2014 Strictly Confidential LOX For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch#2Notice to Recipient Confidential "Bank of America Merrill Lynch is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America. N.A., member FDIC. 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LOX For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch#3TOX Review of Projections For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch#4Revenue Gross Margin SG&A Cash Flow/ Other Items Review of Projections Management Assumptions Segment revenue growth of 10% in FY2015 and FY2016, 8% in FY2017and 5% in FY2018 for Transmission, Engineering & Siting, Klondyke and Pine Valley businesses, which includes -2% annual price increases Overhead Distribution: Revenue growth of 0% in FY2015, 6% in FY2016 and 5% thereafter given Duke contract loss¹) (2); management indicated that the majority of losses have been replaced with new business Underground Distribution: Revenue growth of 0% in FY2015 given Duke contract loss(1)(2), 10% in FY2016, 8% in FY2017, and 5% in FY2018; estimates assume minimal recovery in housing starts, which provides significant upside potential in the segment Storm: Management estimates annual revenue of $50 million per year throughout forecast period (vs $80-$100mm/year in August 2013 forecast (2); management estimates a 1/3 displacement rate impact on core business from increases in storm New Opportunities (2): Management has incorporated a number of new opportunities in their forecast, in aggregate represent $48million of revenue in FY2015 growing to $225 million of revenue in FY2018 (See pages 7 and 8 for details) Management assumes no forecast revenue in Truck Fabrication (as margins are close to zero) and International Gross margins are calculated at the segment level and are based on prior year actual gross margins, with adjustments to reflect increases/(decreases) in pricing over inflation, business mix and other factors Including storm, gross margins increase from 13.4% in FY2015 to 15.4% in FY2018; storm gross margin is assumed to be 30% from FY2015-2018, which is below historical levels (34% -44% from FY2012-FY2014) General & Administrative expenses increase over time but decrease as a percentage of revenue from 9.4% in FY2014 to 8.3% in FY2018 Includes stock-based compensation of $3.9-4.7 million per year Tax rate of 37.4% in FY2014 and 40% thereafter Capex of $30-$60 million per year of which maintenance capex of -$25 million Source: Pioneer financial projection provided by Pioneer management in March 2014 (Pioneer Forecast") Duke customer contract losses of $46 million of distribution resene, of zelich $25 million replaced with other customers as of January 2014. Piouser retained $44 million of distribution revenue from Duke The August 2013 forecast prepared by Pioneer management (August 2013 Management Case") was the last one reviewed by the Board of Directors and did not reflect: (1) Duke contract losses, (2) reduction in storm revenue from $80-$100 million to $50 million, and (3) inclusion of "Neue Opportunities". LOX For more investment banking materials, visit www.10xebitda.com 1 Bank of America Merrill Lynch#5I Income Statement: Non-storm-related Services Revenue % Growth Storm-related Services Revenue % Growth New Opportunities Revenue % Growth Total Revenue % Growth Gross Profit % Margin EBITDA % Margin Memo: EBITDA (Excl New Opportunities) EPS Cash Flow: D&A % of Revenue Capital Expenditures, Net % of Revenue (1) Business Acquisitions % of Revenue Review of Projections Summary of Pioneer Forecast 2009A $461 $153 $613 $110 18.0% $96 15.7% $0.94 $37 2010A $457 (0.7%) $47 (69.5%) $504 (17.8%) $48 9.5% $22 4.3% $22 ($0.41) $38 7.1% $18 3.5% $15 Historical LOX For more investment banking materials, visit www.10xebitda.com 2011A $529 15.7% $65 38.4% $594 17.8% $68 $48 8.0% $0.04 3.2% 2012A $615 16.1% $71 9.3% $685 15.4% $92 13.4% $64 $0.31 $38 5.6% Fiscal Year Ending June 30, 2013A I 2014E 4.2% $17 2.5% $763 24.1% $156 121.0% $919 34.1% $147 16.0% $110 11.9% $110 $1.03 $41 4.5% $70 7.6% I I I I $765 $47 (69.9%) $812 (11.6%) $109 13.4% $74 9.1% $74 $0.52 $41 5.0% 3.7% Source: Pioneer Forecast. Note Dollars in millions. (2) Acquisitions are not of cash acquired and include acquisitions of EDS and FPS in 2009, Klondyke in 2010, Pine Valley in 2012 and UC Synergetic in 2015. 2 2015E $789 3.2% $50 6.5% $48 NM $887 $130 14.7% $89 10.0% $0.74 $41 3.1% Projected 2016E $857 8.6% $50 $212 NM $1,119 26.1% $168 15.0% $118 10.6% $1.25 $42 3.8% 5.2% T! 2017E $917 $50 0.0% $228 $1,195 6.8% $183 15.3% $127 10.6% $1.43 $41 $43 3.6% 2018E $964 $50 $225 $1,239 $191 15.4% $129 10.4% $90 $1.50 $41 3.3% $45 3.7% "'11-'13A CAGR 20.0% 55.4% NA 24.4% 47.2% 51.8% 51.8% NM 4.4% 37.8% ¹13A-18E CAGR 4.8% (20.3%) NA 6.2% 5.3% 7.9% (0.2%) 4.5% Bank of America Merrill Lynch#6I Pioneer Forecast Pioneer Aug-13 Management Case Wall Street Consensus Pioneer 2013 Sale Process Case Review of Projections Pioneer Forecast Comparison Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue EBITDA Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue EBITDA Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue EBITDA Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue EBITDA 2013 LOX For more investment banking materials, visit www.10xebitda.com $763 156 $919 110 $751 167 $919 110 $763 156 $919 110 $772 137 $909 114 Fiscal Year Ending June 30, 2014E 2015E 3 $765 47 $812 74 $764 81 $845 90 $765 55 $819 72 $780 Source: Pioneer Forecast, August 2013 Management case, March 2013 Management Presentation (Sale Process) and FactSet Consensus estimates. Note: Dollars in millions. No Wall Street research vilable pest 2015E. $874 97 T 1 I I T L I L $789 50 48 T 5887 N 89 5841 90 $931 I 107 $8.20 60 $880 82 $846 94 $940 105 I 2016E $857 50 212 $1,119 118 5922 99 $1,021 118 NA NA NA NA $917 94 $1,012 115 See bridge on following pages I I I I T 1 I I I T I I I I T I I I I I '14E - '16E CAGR 5.9% 3.2% NA 17.4% 26.2% 9.9% 10.4% NA 9.9% 14.3% NA NA NA NA NA 0.0% NA 7.6% 8.9% Bank of America Merrill Lynch 1 I I I#7Revenue Gross Margin EBITDA Fiscal Year 2015E Overhead Distribution Underground Distribution Transmission Substation Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) New Opportunities Total Revenue Overhead Distribution Underground Distribution Transmission Substation Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) New Opportunities Gross Margin Gross Margin Change G&A Change (New Opportunities) G&A Change (Other) D&A Changes within COPS and G&A Other EBITDA Review of Projections Bridge Between Pioneer Forecast and Aug-13 Management Case Aug-13 Forecast $340.4 73.4 98.0 34.0 82.5 $628.2 $164.9 87.2 50.5 $930.8 $41.9 13.1 22.1 24.8 $106.0 $20.4 11.3 $146.1 $106.7 Pioneer Forecast LOX For more investment banking materials, visit www.10xebitda.com $314.1 67.3 101.2 33.7 50.0 $566.3 $170.8 60.0 42.3 48.0 $887.4 536.3 12.0 22.6 15.0 $89.8 $19.9 7.5 5.1 7.6 $130.0 $88.6 Source: Pioneer Forecast and August 2013 Management case. Note: Dollars in millions. Track Fabrication and International not shown as both forecasts are zero each year.. Variance ($26.3) (6.1) 3.2 (0.2) (32.5) ($61.9) $5.8 (27.2) (8.2) 48.0 ($43.4) ($5.5) (1.0) 0.5 (0.4) (9.8) ($16.2) ($0.5) (3.8) (3.3) 7.6 ($16.0) ($16.0) (4.3) 0.5 1.7 0.1 ($18.1) 4 Notes Changed to 0% growth over 2014 due to Duke Impact Changed to 0% growth over 2014 due to Duke Impact Growth rate of 10% unchanged - growth off higher actual base Revised down given lower level of storm related activities compared to 2013 Telecom growth and focus change on type of work to pursue Lack of Az work and few solar opportunties Lowered growth assumptions based on experience with project losses Reference "New Opportunities" pages 70 bps lower GM% based on actual performance trend and lower revenue base 10 bps lower GM% on lower base revenue Revised down given lower level of storm related activities compared to 2013 40 bps lower GM% based on actual performance trend and lower revenue base 450 bps lower GM% based on actual performance trend and lower revenue base Reference "New Opportunities" pages Bank of America Merrill Lynch#8Revenue Gross Margin EBITDA Fiscal Year 2016E Overhead Distribution Underground Distribution Transmission Substation Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) New Opportunities Total Revenue Overhead Distribution Underground Distribution Transmission Substation Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) New Opportunities Gross Margin Gross Margin Change G&A Change (New Opportunities) G&A Change (Other) D&A Changes within COPS and G&A Other EBITDA Review of Projections Bridge Between Pioneer Forecast and Aug-13 Mgmt Case (Cont'd) Aug 13 Forecast $374.4 80.7 107.8 37.4 90.8 $691.0 $180.7 91.5 58.0 $1,021.3 $45.9 14.4 24.3 4.7 27.2 $116.4 $24.3 12.6 10.0 $163.3 $117.7 Pioneer Forecast LOX For more investment banking materials, visit www.10xebitda.com $333.0 74.0 111.3 35.4 50.0 $603.7 $187.8 66.0 49.8 211.6 $1,119.0 $39.5 13.2 24.9 4.2 15.0 $96.8 $24.2 8.6 6.5 32.2 $168.3 $118.2 Source: Pioneer Forecast and August 2013 Management case. Note: Dollars in millions. Track Fabrication and International not shown as both forecasts are zero cach your. Variance ($41.5) (6.7) 3.5 (1.9) (40.8) ($87.3) $7.1 (25.6) (8.2) 211.6 $97.7 ($6.4) (1.1) 0.6 (0.4) (12.2) ($19.6) (S0.1) (4.0) (3.5) 32.2 $5.0 $5.0 (6.2) (2.7) 4.3 0.1 $0.5 5 Notes Growing off lower base with Duke change and CY growth dropped from 10% to 6% Growing off lower base with Duke change Growth rate of 10% unchanged - growth off higher actual base Revised down given lower level of storm related activities compared to 2013 Similar growth % on higher PY base Raised growth assumption to 10% from 5% on lower revenue base Lowered growth assumptions based on experience with project losses Reference "New Opportunities" pages 40 bps lower GM% on lower base revenue 10 bps lower GM% on lower base revenue Revised down given lower level of storm related activities compared to 2013 70 bps lower GM% based on actual performance trend and lower revenue base 430 bps lower GM% based on actual performance trend and lower revenue base Reference "New Opportunities" pages Bank of America Merrill Lynch#9Opportunity Opportunity Opportunity 2 Opportunity 3 Opportunity Source: Pioneer Forecast. Note: Dollars in millions. B ■ 2 ■ 7 S Review of Projections Summary of New Opportunities - Non-Construction Commentary (1) Traditional T&D customer looking for an additional supplier; assume 20% margin Working with SVP of Transmission; currently in test with 10 employees Technology grid for cybersecurity; Pioneer owns patented technology that can be put on hardware devices View as significant upside potential but need to develop relationships with different contacts at customers Have contract in place and base business in model; upside from ramp up to run-rate Gross margins grow from 15% to 18%, capex already in place and in model Commentary based on discussions with Pioneer Management. Contract in place, have already started work with over 100 people; opportunity is additional upside LOX For more investment banking materials, visit www.10xebitda.com Revenue Gross Profit EBITDA Capex Revenue Gross Profit EBITDA Capex 6 Revenue Gross Profit EBITDA Capex Revenue Gross Profit EBITDA Capex Subtotal: Revenue Gross Profit EBITDA Capex 2015E $5.0 1.0 0.3 4.8 2015E $11.7 2.3 2.1 1.0 2015E Forecast Performance $2.0 0.3 0.1 2015E 70-4 WO $7.0 GOMO 1.0 0.3 4.0 $25.7 4.6 2.8 9.8 2016E 2016E $15.0 3.0 2.8 9.8 $21.1 6.3 5.8 2016E 2016E $2.0 0.3 0.3 0331 4225 OOO5 $14.0 2.0 2.0 5.5 $52.1 11.6 10.9 15.3 2017E $15.0 3.0 3.0 2017E $31.3 9.4 8.9 2017E $2.0 0.4 0.4 2017E $14.0 2.0 2.0 $62.3 14.7 14.2 0.0 2018E $15.0 3.0 2018E 2018E $31.3 9.4 8.9 OO 3.0 2018E $2.0 0.4 0.4 I $14.0 2.0 2.0 Bank of America Merrill Lynch $62.3 14.7 14.2 0.0#10Opportunity Opportunity 5 Opportunity 6 Opportunity 7 Source: Pioneer Forecast. Note: Dollars in milions. ■ ■ 7 ■ ■ ■ Review of Projections Summary of New Opportunities - Construction Related Commentary Regular calls from Duke and others to do E&C work in Northeast; have deferred to date View upside as reasonable but no contracts in place at this time Transmission lines out of SCANA, Pioneer providing proposal shortly and expect to pick up 50-200 miles (modeled 100 miles) Project would take 2-3 years, leased equipment lowers margins but no capex required Decision point between now and June 2014 Project in conjunction with Fluor, no contract in place but "won" the business, waiting on regulatory approval (9-12 months) Upon approval would start engineering in 2015 and construction in 2016; leased equipment so no capex Commentary based on discussions with Pioneer Management. Includes add-back of New Opportunities depreciation and amortization, assumed to be 100% attributable to Opportunity 5. LOX For more investment banking materials, visit www.10xebitda.com Revenue Gross Profit EBITDA 2 Capex Revenue Gross Profit EBITDA Capex 7 Revenue Gross Profit EBITDA Capex Subtotal: Revenue Gross Profit EBITDA Capex Total: Revenue Gross Profit EBITDA Capex 2015E 2015E Forecast Performance 2015E 1.0 $18.0 2.3 0.7 $4.3 0.6 (0.2) $22.3 3.0 1.6 0.0 $48.0 7.6 4.3 9.8 2016E 2016E $12.0 1.8 3.6 5.9 (00) $22.5 2.9 2.9 2016E $125.0 15.8 11.6 $159.5 20.6 18.1 5.9 $211.6 32.2 29.1 21.2 2017E $18.0 2.7 5.9 3.0 2017E $22.5 50 2.9 2.9 2017E $125.0 15.8 15.8 $165.5 21.5 24.7 3.0 $227.8 36.2 38.9 3.0 2018E $24.0 3.6 7.1 3.0 2018E $18.0 2.3 2.3 2018E $120.8 15.2 15.2 $162.8 21.1 24.6 3.0 $225.1 35.8 38.9 3.0 Bank of America Merrill Lynch#11($ in Millions, Except per Share) Revenue Gross Profit Gross Profit Margin EBITDA EBITDA Margin EP'S Actual Non-storm-related Services Revenue Budgeted Non-storm-related Services Revenue Actual Storm-related Services Revenue Budgeted Storm-related Services Revenue Actual Total Revenue Budgeted Total Revenue Actual Gross Profit Budgeted Gross Profit Review of Projections Actual vs. Budgeted Results Actual Gross Profit Margin Budgeted Gross Profit Margin A Actual EBITDA Budgeted EBITDA A Actual EBITDA Margin Budgeted EBITDA Margin Actual EPS Budgeted EPS Source: Pioneer Management. Adjusted to exclude $8.9 million restructuring charge and $1.2 million one time lass on sale and impairment of property and equipment. 8 LOX For more investment banking materials, visit www.10xebitda.com 2010 $457 540 ($83) $47 75 ($28) $504 815 ($111) $48 10:2 (355) 9.5% 16.6% (7.2%) $32 (1) NA NA 6.3% NA NA ($0.28) (1) 0.73 Fiscal Year Ending June 30. 2011 2012 $529 5.20 $10 $65 50 $15 $594 570 $24 $68 78 11.4% 13.4% $48 180 ($12) 8.0% 10.5% $0.04 ($0.30) $615 $13 $71 50 $21 $685 852 $33 $92 13.4% (0.9%) $64 (50) 9.4% (0.5%) $0.31 2013 $763 778 ($15) $156 54 $102 $919 832 587 $147 113 $35 16.0% 13.5% 2.5% $110 78 $31 11.9% $1.03 0.50 $0.53 Bank of America Merrill Lynch#12Non-storm-related Services Revenue (¹) 5 $900 850 800 750 700 EBITDA $90 85 80 75 70 85 $765 5 $771 $758 FY2014E 6 $77 $70 $74 FY2014E Review of Projections Pioneer Forecast vs. Wall Street Projections Source: Pioneer Forecast and FactSet as of March 14, 2014. Note: Dollars in millions. No analyst estimates atsilable past FY2015E (2) Excludes New Opportunities revenue. Pioneer Forecast $845 $789 FY2015E LOX For more investment banking materials, visit www.10xebitda.com $798 6 $88 FY2015E $77 Storm-related Services Revenue 9 $75 85 55 45 35 25 $50 45 40 35 30 25 Wall Street Research Range 5 $81 $47 Capital Expenditures (Excl. Acquisitions) 2 $44 FY2014E 2 $43 $40 $30 FY2014E 5 # of Analysts Providing Estimates $72 $50 FY2015E $43 $40 $28 FY2015E Bank of America Merrill Lynch#13| Non-storm-related Services Rev. Growth(¹) 20.0% 15.0% 10.0% 5.0% 0.0% (5.0%) (10.0%) 60.0% 40.0% 20.0% EBITDA Growth 0.0% 13.2% (20.0%) (40.0%) 0.3% (5.9%) FY2014E 40.5% 1.4% (32.3%) Review of Projections Pioneer Forecast vs. Peers Research Projections FY2014E 12.7% LOX For more investment banking materials, visit www.10xebitda.com 3.2% 2.0% FY2015E 32.3% 19.5% 2.0% FY2015E Pioneer Forecast Source: Pioneer Forecast and FactSet as of March 14, 2014. Note: Estimates for peers adjusted to June 30 each year. Excludes New Opportunities Revenue. (2) Peers including MTZ-MasTec, MYRC MYR Group, PWR Quanta Services and WG Willbros Group. 10 Storm-related Services Revenue Growth 30.0% 10.0% (10.0%) (30.0%) (50.0%) (70.0%) 13.2% 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% (5.9%) (69.9%) FY2014E EBITDA Margin 10.7% 9.1% 4.8% FY2014E Peers Research Projections Range 12.7% 6.5% 2.0% FY2015E 11.3% 10.0% 5.9% FY2015E Bank of America Merrill Lynch#14TOX Appendix For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch#15Revenue Breakdown Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International New Opportunities Revenue Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International Appendix Review of Projections - Revenue New Opportunities Revenue 2009A Revenue Growth Breakdown $265.0 87.5 52.0 18.4 152.8 $575 $613 2009A Source: Pioneer Forecast and August 2013 Management case. Note: Dollars in millions. 2010A $248.6 23.7 $451 $53 $504 LOX For more investment banking materials, visit www.10xebitda.com 2010A 2.6% (3.7%) 5.6% 608.6% 9.3% 10.6% 65.2% 811.2% 15.4% 2011A $258.0 73.5 29.7 $489 $76 $594 2011A (3.7%) 608.6% 10.6% 65.2% 811.2% 15.4% 2012A $300.2 64.5 70.7 31.4 70.5 $540.7 46.3 18.9 10.1 $685.2 2012A 16.4% 2.6% (3.7%) 608.6% 8.3% 10.6% 65.2% 811.2% 15.4% 11 Fiscal Year Ending June 30, 2013A 2014E $270.8 10.8 155.0 $632.9 $156 $918.7 10.5% 218.8% 121.0% 17.0% 125.3% 114.7% 28.5% (37.7%) $314.1 67.3 34.1% 8.3 48.9 $560.8 Fiscal Year Ending June 30, 2013A 2014E $155 54.5 41.4 (0.1) $811.9 18.0% (2.5%) (23.0%) (11.4%) (0.4%) (45.2%) 71.1% (101.5%) (11.6%) 2015E $314.1 67.3 101.2 33.7 50.0 $566.3 $171 60.0 48.0 $887.4 2015E 10.0% 5.0% 6.5% 1.0% 10.0% 2.0% 9.3% 2016E $333.0 74.0 111.3 35.4 1 50.0 $603.7 $187.8 49.8 211.6 $1,119.0 2016E 10.0% 5.0% 6.6% 10.0% 17.8% 340.5% 26.1% 2017E $349.6 79.9 37.2 50.0 $637.0 71.2 55.8 227.8 $1,194.7 2017E 5.0% 8.0% 8.0% 5.0% 5.5% 8.0% 8.0% 12.1% 7.6% 6.8% 2018E $367.1 30.1 50.0 $666.3 $213 74.8 59.7 225.1 $1,238.9 2018E 5.0% 5.0% 5.0% 4.6% 5.0% 3.7% Bank of America Merrill Lynch#16Gross Margin Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International New Opportunities Gross Margin Gross Margin (%) Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International Appendix Review of Projections - Gross Margin 2012A $28.8 8.5 12.8 2.1 0.0 23.8 $76.0 $7.1 6.0 2.0 (0.0) $91.7 2012A New Opportunities Gross Margin Source: Pioneer Forecast and August 2013 Management case. Note: Dollars in millions. 9.8% 13.2% 18.1% 6.6% 0.9% 33.7% 14.0% 10.3% 14.3% 10.6% (0.0%) 13.4% LOX For more investment banking materials, visit www.10xebitda.com 2013A $27.2 12.0 18.0 3.5 100 88.8 $130.2 $13.4 9.0 (3.4) (2.0) $147.2 2013A 10.0% 17.4% 20.3% 10.1% 2.9% 44.0% 20.6% 8.6% 9.0% (14.1%) (31.8%) 16.0% 12 2014E $32.8 12.0 20.5 3.0 OW Fiscal Year Ending June 30, 2015E 0.3 19.2 $87.7 $15.0 1.7 (0.1) $108.9 2014E 10.4% 17.9% 22.3% 3.8% 40.9% 15.6% 9.6% 8.4% 4.1% 74.2% $38.3 12.0 22.6 3.9 13.4% 15.0 $89.8 Fiscal Year Ending June 30, 2015E $19.9 7.5 5.1 7.8 $130.0 11.6% 17.9% 22.3% 11.4% 30.0% 15.9% 11.7% 12.5% 12.1% 2016E 15.9% 14.7% $39.5 13.2 24.9 4.2 15.0 $96.8 $24.2 8.5 32.2 $168.3 2016E 11.9% 17.9% 22.3% 11.9% 30.0% 16.0% 12.9% 13.0% 13.0% 15.2% 15.0% 2017E $42.5 14.3 20.8 4.5 15.0 $103.1 $26.4 7.8 38.2 $182.9 2017E 12.2% 17.9% 22.3% 12.0% 30.0% 16.2% 13.0% 13.5% 13.5% 15.9% 15.3% 2018E $45.4 15.0 28.2 4.7 15.0 $108.3 $27.7 10.5 8.4 35.8 $190.7 2018E 12.4% 17.9% 22.3% 12.0% 30.0% 16.3% 13.0% 14.0% 14.0% 15.9% 15.4% Bank of America Merrill Lynch#17Public Market Overview Cu Pric as 52-Week High (5/3/13) % of 52-Week High Diluted Shares Outstanding (mm) (1) Equity Value Plus: Total Debt Less: Cash & Cash Equivalents Enterprise Value (2) Debt/2013E EBITDA CYE December 31, 2014E 2015E Financial Results (3) 2014E 2015E Trading Multiples EV / EBITDA Wall Street Pioneer Research 7.3x NA Pioneer $77 NA co Appendix Public Market Perspectives 103 $0.55 NA PIE Pioneer Wall Street Forecast Research Forecast 8.9x 19.6x 16.0x 5.4 NA 10.7 $10.79 15.95 67.6% 31.888 Average Daily Trading Volume (Thousands, ADTV) 300 200 100 0 (4) $344 221 Post-Spike $562 $0.64 1.01 3-Year Stock Price Performance (%, Indexed Stock Price) LOX For more investment banking materials, visit www.10xebitda.com 200% 150% 100% Pre-Spike Source: Pioneer forecast and FactSet as of March 14, 2014. Note: Dollars in millions, except per share amounts (1) Shares outstanding and options per company filings. Options accounted for using the treasury stock method. (2) Exterprise Value Market Value of Equity+ Short-teru Debt +Long-term Debt + Minority Interest - Cash and Marketable Securities (3) Estimates obtained from Wall Street research and calendarizad when necessary. Pioneer CY 2015E estimates per BofAML JBK forecast. (4) Pre-Spike period referring to March 14, 2011 to May 6, 2013 and Post-Spike period referring to May 8, 2013 to Manci 14, 2014. (5) Parrs including Acgion, Dycom, Emor, Mas Tec, MYR Group, Quanta Services and Willbras Group. 50% December 4, 2012 Pioneer declares a special dividend of $1.00 per share February 5, 2013 FY2013 Q2 earnings beat street estimates 13 May 6, 2013 FY2013 Q3 earnings miss street estimates wwwww Mar 11 Jun 11 Sep '11 Jan 12 Apr 12 Ju 12 (Thousands, Daily Trading Volume) 8,000 May 13, 2013 Pioneer announces secondary offering of 6.5 million shares of common stock 6,000 4,000 2,000 Oct 12 Feb'13 May 13 Aug13 Dec'13 Mar 14 Peers (51: +54.0% S&P 500: +42.0% Pioneer: +17.7% Bank of America Merrill Lynch#18Price as of 3/14/2014 (2) Price as % of 52 Wk High Price as % of 52 Wk Low Market Value Enterprise Value (1¹) Moody's Credit Rating EV/CY 2014E EBITDA EV/CY 2015E EBITDA Price / CY 2014E Earnings Price / CY 2015E Earnings 2 LT EPS Growth Rate Net Debt / CY 2014E EBITDA Appendix Selected Publicly Trading Companies Pioneer $10.79 67.6% 123.7% $344 $562 NA 7.3x I NA NA 2.8x I NA QUARTA SERVICES $35.35 95.8% 139.9% $7,681 $7,202 WR 9.1x 7.7x 15.Ex 16.6x 12.5% (0.6x) LOX For more investment banking materials, visit www.10xebitda.com (6.5x) EMCOR MasTec $41.57 $44.93 95.4% 126.3% $3,050 $2,979 Bal 8.1x 7.2x 17.6x 15.0x 13.1% (0.2x) 95.7% (0.2x) 158.2% $3,276 $4,074 Ba2 7.8x 6.9x 18.2x 15.0x 16.2% 1.5x 1.3x DYCOM 14 $31.19 95.1% 174.5% $1,103 $1,512 Ba2 Net Debt/CY 2015E EBITDA Source: Company filings and FactSet as of March 14, 2014. Note: Dallar amounts in I.S. millions except per shares. Enterprise Value - Market Value of Equity+Short-term Debt + Long-term Debt + Preferred Equity + Minority Interest - Cach and Marketable Securities. Estimates obtained from Wall Street research and calendarized when necessary. Excluding Pioneer. 7.5x NA 21.7x NA 14.5% 2.0x NA AEGION $23.88 91.5% 124.8% $946 $1,195 NA 8.1x 7.4x 15.0x 12.6x 15.0% 1.6x 1.4x MYR P $24.79 90.8% 131.4% $545 $469 NA 5.6x 5.2x 16.1x 14.7x 8.1% (0.9x) (0.9x) 408 WILL-IRS $10.92 99.1% 178.1% $560 $794 63 6.4x 5.7x 14.5x 10.9x 1.9x 1.7x Mean (3) 1 1 1 7.5x 6.7x 17.Ex 14.2x 13.2% 0.7x 0.5x Median (3) T 1 1 7.8x 7.0x 17.6x 14.9x 13.8% 1.5x 0.6x Bank of America Merrill Lynch#199.0x 8.0x 7.0x 6.0x 5.0x 4.0x Will Mar-09 Mauſte Appendix Historical EV / NTM EBITDA Mar-10 N an LOX For more investment banking materials, visit www.10xebitda.com Mar-11 Pioneer Peers Current 7.3x 7.2x Zehen. 17 Ve my Mar-12 Source: FactSet as of March 14, 2014. (1) Porrs including AEGN- Aegim, DY Dycom, EME- Emcor, MTZ-MasTec, MYRG-MYR Group, PWR Quanta Services and WG Wills Group 15 Average 1-Year 6.8x 6.5x 2-Year 6.2x 6.1x Mar-13 3-Year 6.2x 6.0x 5-Year 6.5x 5.9x Pioneer: 7.3x Yaz Peers (¹) mean: 7.2x Mar-14 Bank of America Merrill Lynch#20Observations ■ 1 Currently no significant activist presence, but continuous monitoring is important Total hedge funds represent -9% of the shareholder base Index funds and Dimensional - historically influenced by ISS - represent -17% of the shareholder base Insiders Shareholder J. Eric Pike Audie G. Simmons Charles E. Bayless James T. Benfield Anthony K. Slater James R. Helvey Timothy G. Harshbarger Daniel J. Sullivan Peter Pace James L. Turner Total Insider Ownership Appendix Overview of Pioneer's Shareholder Base % of O/S 6.4% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.0% 8.2% Top 15 Institutional Shareholders Shares Held Shareholder Metropolitan West Capital Mgmt T. Rowe Price Associates Wellington Management Dimensional Fund Advisors Victory Capital Management BlackRock Advisors Invesco Advisers Wells Capital Management Royce & Associates American Century Investment Mgmt The Vanguard Group Invesco Canada Batterymarch Financial Mgmt Northern Trust Investments SSgA Funds Management Top 15 Institutional Ownership Source: Public company filings and FactSet dated March 14, 2014. Estimated average cost basis assumes shares purchased at the weighted average price between reporting periods. LOX For more investment banking materials, visit www.10xebitda.com 16 4,365,247 2,794,540 2,114,194 1,827,285 1,878,793 1,615,376 1,517,455 1,099,170 1,002,878 717,081 687,532 680,000 510,400 472.488 418,458 21,480,854 O/S 13.7% 5.7% 5.3% 5.1% 3.1% 2.1% 1.6% 1.5% 1.3% 67.4% Market Value $47.1 22.8 19.7 18.1 17.4 16.4 11.0 7.7 7.4 7.1 5.5 5.1 Type of Manager / Style Value / Growth Generalist / Growth Generalist / Growth Index / Index Value / Value Generalist / Growth Hedge Fund / Growth Value / Growth Growth / Growth Index / Index Growth / GARP Index / Growth Index / Index Value / Value Generalist / Growth Cost Basis (1) $10.60 13.05 9.78 10.34 10.52 11.77 9.31 10.92 9.54 9.25 11.31 10.52 10.87 11.08 12.53 Acc. Trend ↑ ↑ → ↑ ↑ ↑ ↑ p → → → → ↑ Bank of America Merrill Lynch#21Momentum & Cost Basis Institutions Metropolitan West Capital Mgmt T. Rowe Price Associates Wellington Management Dimensional Fund Advisors Victory Capital Management BlackRock Advisors Invesco Advisers Wells Capital Management Royce & Associates American Century Investment Mgmt The Vanguard Group Invesco Canada Batterymarch Financial Mgmt Northern Trust Investments SSgA Funds Management Teachers Advisors AQR Capital Management TBF Global Asset Management GmbH Teton Advisors Columbia Management Investment Aggregate Ownership Change From Prior Period % of Total Institutional Average Price Appendix Shareholder Momentum and Cost Basis Current <4.876 2.795 2.114 <1.827 < 1.679 <1.615 <1.517 < 1.099 <1.003 0.717 0.688 <0.660 <0.472 0.418 0.357 <0.319 0.312 <0.218 <0.210 24.053 46.2% 85.1% $10.52 Sep-13 LOX For more investment banking materials, visit www.10xebitda.com 3.873- 2.587 1.897 1.687. 3 0.000 1.819 0.891 0.000 0.761- 0.529 0.656 Jun-13 2.586 1.338 1.390 1.444 0.000 1.013 0.877 0.000 0.797 0.454 0.752 0.000 3 0.000 0.375- 7 0.310 = 0.337 0.318 0.352 0.365 0.030 0.012 0.271 0.208 0.101 0.101 0.141 0.095 0.148 0.000 16.455 36.5% 62.0% $11.86 12.059 3.0% 46.3% $13.44 Source: Public company filings and FactSet dated March 14, 2014. (1) Estimated average cost basis assumes shares purchased at the weighted average price between reporting periods. Ownership Position Mar-13 Dec-12 1.387 1.104 1.594 1.277 0.000 0.968 1.548 0.000 0.885 0.470 1.073 0.000 0.314 0.278 0.022 0.000 0.216 0.101 0.472 0.000 17 1.826 1.102 1.733 1.205 0.000 0.996 1.548 0.000 1.008 0.694 1.028 0.000 0.282 0.262 0.017 0.000 0.175 0.087 0.877 0.000 11.710 12.840 (8.8%) (0.3%) 73.5% 74.4% $12.28 $9.25 Sep-12 1.797 1.102 1.733 1.193 0.000 0.946 1.548 0.000 1.005 0.894 0.976 0.000 0.289 0.262 0.017 0.000 0.150 0.089 0.879 0.000 12.881 3.9% 75.3% $8.58 Jun-12 1.861 1.101 1.395 1.166 0.000 0.873 1.548 0.000 0.889 0.886 0.963 0.000 0.271 0.293 0.017 0.000 0.150 0.084 0.901 0.000 12.399 (0.3%) 71.6% $7.69 Chg. Since Jun-12 162% 154% 52% 57% NM 85% (2%) NM 13% (19%) (29%) NM 75% 43% 1961% NM 108% 159% (77%) NM Est. Avg. Cost Basis (1) $10.60 13.05 9.79 10.34 10.52 11.77 9.31 10.92 9.54 9.25 11.31 10.5.2 10.87 11.08 12.53 12.07 11.27 10.14 10.02 10.60 Estimated Weighted Average Cost Basis $10.78 Indicates investor with 5% or greater change in ownership between quarters Bank of America Merrill Lynch