Quanta Services (PWR) 10-K risk factor changes: FY2014 vs FY2013

The matters described below are not the only risks and uncertainties facing our [added: company.]

This Annual Report on Form 10-K also includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the section entitled [removed: _“Uncertainty] [added: _Uncertainty] of Forward-Looking Statements and [removed: Information”_] [added: Information_] included in Item 7.

[removed: _“Management’s] [added: _Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations.”_][added: Operations._]

For example, we typically experience lower gross and operating margins during winter months due to lower demand for our services and more difficult operating [removed: conditions.][added: conditions in the Northern hemisphere.]

| | • | | [removed: unfavorable] [added: fluctuations in] regional, national or global economic and market [removed: conditions;] [added: conditions and demand for our services;] |

| | • | | [removed: the] [added: disputes with customers relating to payment terms under our contracts and change orders, and our] ability to successfully negotiate and obtain [added: payment or] reimbursement [removed: for pending] [added: under our contracts and] change orders; |

| | • | | [added: the timing and magnitude of] costs we incur to support growth internally or through acquisitions or otherwise; |

| | • | | the timing and integration of acquisitions and the magnitude of the related acquisition and integration costs; [removed: and] |

| | • | | the timing and significance of potential impairments of long-lived assets, equity or other investments, goodwill or other intangible [removed: assets.] [added: assets; and] |

The [removed: economy is still recovering] [added: economic recovery] from the recession in 2008 and [removed: 2009,] [added: 2009 has been gradual] and [added: measured, and] there is continuing uncertainty in the marketplace.

[removed: Additionally,] [added: Further,] many of our customers finance their projects through the incurrence of debt or the issuance of equity.

_Regulatory and environmental requirements [removed: and economic conditions] affecting any of the industries we serve may lead to less demand for our services._

Because the vast majority of our revenue is derived from a few industries, regulatory and environmental requirements [removed: or a downturn in economic conditions] affecting any of those industries would adversely affect our results of operations.

These regulatory [removed: and economic] factors have resulted in decreased demand for our services in the past, and they may continue to do so in the future, potentially impacting our operations and our ability to grow at historical levels.

A number of [removed: other] factors, including financing conditions and potential bankruptcies in the industries we serve or a prolonged economic downturn or recession, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future or pay for past services.

We may encounter difficulties as a result of delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customers’ failure to timely obtain permits or [removed: rights-of-way] [added: rights of way] or meet other regulatory requirements, weather-related delays and other factors, some of which are beyond our control, that can impact our ability to complete the project in accordance with the original delivery schedule.

In addition, we occasionally contract with third-party [added: suppliers and] subcontractors to assist us with the completion of contracts.

Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated [added: damages, and such amounts could exceed expected project profit.]

We are subject to the risk that we may be unable to obtain, through negotiation, arbitration, litigation or otherwise, adequate amounts to compensate us for the additional work or expenses incurred by us due to [added: the above-mentioned delays and additional costs, including as a result of] customer-requested change orders or failure by the customer to timely [removed: deliver items, such as engineering drawings or materials, required to be provided by the customer.][added: meet its obligations.]

Litigation or arbitration [removed: of project] [added: with respect to payment terms under contracts and] change orders [removed: or claims for compensation] may be lengthy and [removed: costly,] [added: costly] and [added: may adversely affect our relationship with our customers, and] it is often difficult to predict when and for how much the claims will be resolved.

[removed: A shortage in the supply of these skilled] personnel creates competitive hiring markets and may result in increased labor expenses.

| | • | | unanticipated costs or claims due to customer-caused delays, errors in specifications or designs, [added: project modifications,] or contract termination and our [removed: ability] [added: inability] to obtain reimbursement for such [removed: costs;] [added: costs or recover on such claims;] |

[removed: _“Management’s] [added: _Management’s] Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting [removed: Policies”_] [added: Policies_] and in the notes to our consolidated financial statements included in Item 8.

[removed: “_Financial] [added: _Financial] Statements and Supplementary [removed: Data_”,] [added: Data_,] a significant portion of our revenues are recognized using the percentage-of-completion method of accounting, utilizing the cost-to-cost method.

We perform substantially all of our services [removed: in the] outdoors.

As a result, adverse weather conditions, such as rainfall or snow, may affect our productivity [removed: in performing our services] or may temporarily prevent us from performing services.

| | • | | expand the range of services we offer to customers to address their evolving [removed: network] [added: infrastructure] needs; |

We are currently experiencing the impacts of competitive pricing in certain of the markets we serve, such as the electric power market with respect [removed: to smaller scale transmission projects and distribution services.]

Electric power and oil and gas service providers usually employ personnel who perform some of the same types of services we [removed: do,] [added: provide,] and we cannot be certain that our existing or prospective customers will continue to outsource services in the future.

Additionally, renewable energy is generally more expensive to produce [added: than traditional energy sources] and may require additional power generation sources as backup.

[removed: As a result of the renewal, the] [added: The] deductibles [added: under our insurance programs] for [added: the policy year 2014-2015 are $10.0 million per occurrence for] general liability and auto liability [removed: increased from] [added: insurance programs,] $5.0 million [removed: to $10.0 million] per [removed: occurrence, while the deductible] [added: occurrence] for workers’ [removed: compensation remained at $5.0] [added: compensation, and $1.0] million per occurrence [removed: and the deductible] for employer’s [removed: liability remained at $1.0 million per occurrence.][added: liability.]

We are [removed: primarily] [added: generally] self-insured for all claims that do not exceed the amount of the applicable deductible.

We also have employee [removed: healthcare] [added: health care] benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $375,000 per claimant per year.

If we were to experience insurance claims or costs significantly above our estimates, our results of [removed: operations] [added: operations, financial condition and cash flows] could be materially and adversely affected in a given period.

These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, property damage, environmental liabilities, [added: pension plan withdrawal liabilities,] punitive damages, and civil penalties or other losses or injunctive or declaratory relief.

[added: The outcome of any of] these lawsuits, claims or legal proceedings could result in significant costs and diversion of management’s attention to the business.

[removed: _“Financial] [added: _Financial] Statements and Supplementary [removed: Data.”_][added: Data._]

For example, we have significant operations in California and other [added: U.S.] states which have an increased risk of wildfires.

If our risk exposure increases as a result of adverse changes in our insurance coverage, we could be subject to increased claims and liabilities that could negatively affect our [added: financial condition,] results of [removed: operations, financial condition] [added: operations] and cash flows.

_Many of our contracts may be canceled on short notice or may not be renewed upon completion or expiration, and we may be unsuccessful in replacing our contracts in such events, which may adversely affect our [added: financial condition,] results of operations and [removed: financial condition._][added: cash flows._]

| | • | | the outcome or resolution of pending or threatened litigation, claims or other legal proceedings; |

| | • | | significant fluctuations in foreign currency exchange rates. |

In addition, economic and market conditions specifically affecting any of the industries we serve could adversely affect our results of operations.

Additionally, there have been significant decreases in oil prices since mid-2014.

The commencement of new, large-scale infrastructure projects or increased demand for infrastructure improvements, as well as the aging electric utility workforce, may also further reduce the pool of skilled workers available to us.

A shortage in the supply of these skilled

Additionally, if we are unable to hire employees with requisite skills, we may also be forced to incur significant training expenses.

| | • | | quality issues requiring rework; |

_Our failure to adequately recover on claims brought by us against customers related to payment terms and costs could materially and adversely affect our financial position, results of operations and cash flows._

We have in the past brought and may in the future bring claims against our customer related to, among other things, the payment terms of our contracts and change orders relating to our contracts.

These types of claims occur due to, among other things, matters such as customer-caused delays or changes from the initial project scope, both of which may result in additional cost.

These claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved.

When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover, among other things, cost overruns pending the resolution of the relevant claims.

A failure to promptly recover on these types of claims could have a negative impact on our financial condition, results of operations and cash flows.

to smaller scale transmission projects and distribution services.

We are insured for employer’s liability, general liability, auto liability and workers’ compensation claims, but such insurance is subject to deductibles and limits and may be canceled or may not cover all of our losses.

There can be no assurance that our insurance coverage will be sufficient or effective under all circumstances or against all claims and liabilities which we may be subject.

Additionally, we renew our insurance policies on an annual basis; therefore, deductibles and levels of insurance coverage may change in future periods.

In addition, we may be required under contractual

For a discussion of how we calculate backlog for our business, please see _Backlog_ in Item 1.

_Business_.

| | • | | additional financial reporting and accounting challenges associated with integrating acquired companies; |

Goodwill and other intangible assets that have indefinite useful lives cannot be amortized, but instead

In March 2014, the Central States Plan provided revised estimates indicating that the withdrawal liability based on certain withdrawal scenarios from 2011 through 2014 could range between $40.1 million and $55.4 million, and we recorded an adjustment to costs of services during the three months ended March 31, 2014 to increase the recognized withdrawal liability to an amount within such range.

For additional information on these matters, please see _Collective Bargaining Agreements_ in Note 15 of the Notes to Consolidated Financial Statements in Item 8.

_Financial Statements and Supplementary Data_.

Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients, and raise our operating costs.

Any of the foregoing could result in financial loss, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

On March 10, 2014, the SEC notified us of an inquiry into certain aspects of our activities in certain foreign jurisdictions and requested that we take necessary steps to preserve and retain categories of relevant documents, including those pertaining to our FCPA compliance program.

The SEC has not alleged any violations of law by Quanta or our employees.

Additionally, successful completion of our contracts may depend on whether our subcontractors successfully fulfill their contractual obligations.

If our subcontractors fail to perform their contractual obligations as a result of financial or other difficulties, or if our subcontractors fail to meet the expected completion dates or quality standards, we may be required to incur additional costs or provide additional services in order to make up such shortfall.

types of underground environments.

_Our sale or issuance of additional common shares or other equity-related securities could dilute each stockholder’s ownership interest or adversely affect the market price of our common stock._

We grow our business organically as well as through acquisitions.

We often fund a portion of the consideration paid in connection with our acquisitions with the issuance of additional equity securities, including shares of our common stock and securities that are convertible into shares of our common stock.

We may issue additional equity securities in the future, including in connection with future acquisitions or other issuances of our common stock or convertible securities or otherwise.

Our Restated Certificate of Incorporation provides that we may issue up to 600,000,000 shares of common stock, of which 210,819,790 shares were outstanding as of December 31, 2014.

Any such issuances could have the effect of diluting our earnings per share as well as our existing stockholders’ individual ownership percentages and could lead to volatility in the market price of our common stock.

We cannot predict the effect that future issuances of our common stock or other equity-related securities would have on the market price of our common stock.

company.

| | • | | a reduction in the demand for our services; |

Additionally, unfavorable economic conditions in any industry we serve could result in the delay, reduction or cancellation of projects by our customers, as well as cause our customers to outsource less work.

damages, and such amounts could exceed expected project profit.

On August 1, 2013, we renewed our employer’s liability, general liability, auto liability and workers’ compensation policies for the 2013 — 2014 policy year.

Additionally, in connection with this renewal, the amount of letters of credit required by us to secure our obligations under our casualty insurance programs has increased.

The outcome of any of

not able to adequately satisfy our warranty obligations.

_Our profitability and financial condition may be adversely affected by risks associated with the oil and gas industry, such as price fluctuations and supply and demand for natural gas._

customers’ spending, as well as the effects of regulatory requirements and weather conditions.

Integrating our acquired companies involves a number of special risks

capital needed to fund our growth and operations.

by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds.

decrease in the market value of our common stock and our other publicly traded securities, the reduced ability to obtain financing, the loss of customers, penalties and additional expenditures to meet the requirements.

[removed: “Financial Statements and Supplementary Data.”] The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances.

Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in [removed: “Uncertainty] [added: Uncertainty] of Forward-Looking Statements and [removed: Information”] [added: Information] below and in Item 1A.

[removed: “Risk Factors.”_][added: Risk Factors._]

We are a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in [removed: North America] [added: the United States, Canada] and [removed: in] [added: Australia and] select [added: other] international markets.

Our consolidated revenues for the year ended December 31, [removed: 2013] [added: 2014] were approximately [removed: $6.52] [added: $7.85] billion, of which [removed: 69%] [added: 67%] was attributable to the Electric Power Infrastructure Services segment, [removed: 29%] [added: 31%] to the Oil and Gas Infrastructure Services segment and 2% to the Fiber Optic Licensing and Other segment.

We enter into various types of contracts, including competitive unit price, hourly rate, cost-plus (or time and materials basis), and fixed price (or lump sum basis), the final terms and prices of which [removed: we] [added: are] frequently [removed: negotiate] [added: negotiated] with the customer.

These classifications of our operating unit revenues by type of work for segment reporting purposes can at times [removed: require judgment on the part of management.]

The Oil and Gas Infrastructure Services segment provides comprehensive [removed: infrastructure] [added: network] solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products.

To a lesser extent, this segment designs, installs and maintains [removed: airport] fueling systems as well as water and sewer infrastructure.

We are also expanding our service offerings to provide lit services, with Quanta providing network management services to customers, as well as owning the [removed: electric] [added: electronic] equipment necessary to make the fiber optic network operational.

The Fiber Optic Licensing and Other segment provides services to communication [removed: carriers] [added: carriers,] as well as education, financial services, healthcare and other business enterprises with high bandwidth telecommunication needs.

[added: The telecommunication services provided through this] segment are subject to regulation by the Federal Communications Commission and certain state public utility [added: commissions.]

During 2013, we acquired six businesses, which included [added: three] electric power and [added: three] oil and gas infrastructure services companies.

[removed: These acquisitions have] [added: During 2014, we completed nine acquisitions, which] enabled us to further enhance our electric power [removed: infrastructure service] and oil and gas infrastructure service offerings in the United States and [removed: select international markets.][added: Canada and expand our capabilities in Australia to include electric power infrastructure service offerings.]

On December 6, 2013, we sold all of our equity ownership interest in Howard Midstream Energy Partners, LLC (HEP) for proceeds of approximately $220.9 million in [removed: cash] [added: cash,] which resulted in a pre-tax gain of approximately $112.7 million.

[removed: In the first and second quarters of] [added: During] 2012, we acquired four businesses, which included one electric power infrastructure services company based in Canada, two electric power infrastructure services companies based in the United States and one oil and gas infrastructure services company based in the United States.

Second quarter revenues are typically higher than those in the first quarter, as some projects begin, but [added: continued cold and wet weather can often impact second quarter productivity.]

Any quarter may be positively or negatively affected by atypical weather patterns in [removed: a given part] [added: any] of the [removed: country,] [added: areas we serve,] such as severe weather, excessive rainfall or warmer winter weather, making it difficult to predict these variations and their effect on particular projects quarter to quarter.

For example, revenues in Canada are often higher in the first quarter as projects are accelerated so that work can be completed prior to the [removed: “break up”,] [added: break up, or seasonal thaw,] as productivity is adversely affected by wet ground conditions during the warmer spring and summer months.

Also, although revenues from Australia and other international operations have not been significant [added: relative] to our overall revenues to date, their seasonal patterns may differ from those in North America and may impact our seasonality more in the future.

The financial condition of our customers and their access to capital, variations in the margins of projects performed during any particular period, regional, national and global economic and market conditions, timing of acquisitions, the timing and magnitude of acquisition and integration costs associated with acquisitions, dispositions, fluctuations in our equity in earnings [added: (losses)] of unconsolidated affiliates, impairments of goodwill, intangible assets, long-lived assets or investments and interest rate fluctuations are examples of items that may also materially affect quarterly results.

Certain of our customers [added: have] reduced or delayed spending in recent years, which we attribute primarily to regulatory and permitting hurdles and negative economic and market conditions, and we anticipate that these issues may continue to affect demand for some of our services in the near-term.

[removed: However, we] [added: We] believe that most of our customers, many of whom are regulated utilities, remain financially stable in general and will be able to continue with their business plans in the long-term.

You should read [removed: “Outlook”] [added: _Outlook_] and [removed: “Understanding Margins”] [added: _Understanding Margins_] for additional discussion of trends and challenges that may affect our financial condition, results of operations and cash flows.

Various factors — some controllable, some not — [added: can] impact our margins on a quarterly or annual basis.

The mix of business conducted in [removed: different parts of] the [removed: country] [added: areas we serve] will also affect margins, as some [removed: parts] of the [removed: country] [added: areas we serve] offer the opportunity for higher margins than others due to the geographic characteristics associated with the physical location where the work is being performed.

[added: _Depreciation._] We include depreciation in cost of services.

[removed: _Insurance._] Margins could be impacted by fluctuations in insurance accruals as additional claims arise and as circumstances and conditions of existing claims change.

[removed: We] [added: As discussed in _Liquidity and Capital Resources — Self-Insurance_, we] are insured for employer’s liability, general liability, auto liability and workers’ compensation claims.

[removed: On August 1, 2013, we renewed our employer’s liability,] [added: For the 2012-2013 policy year, the deductibles were $5.0 million per occurrence for] general liability, auto liability and workers’ compensation [removed: policies] [added: and $1.0 million per occurrence] for [removed: the 2013 – 2014 policy year.][added: employer’s liability .]

[removed: As a result of the renewal,] [added: Under these programs,] the deductibles [added: were $10.0 million per occurrence] for general liability and auto [removed: liability increased from] [added: liability,] $5.0 million [removed: to $10.0 million] per [removed: occurrence, while the deductible] [added: occurrence] for workers’ [removed: compensation remained at $5.0] [added: compensation, and $1.0] million per occurrence [removed: and the deductible] for employer’s liability [removed: remained at $1.0 million per occurrence.][added: for the policy years 2014-2015 and 2013-2014.]

Our financial performance on a U.S. [removed: dollar denominated] [added: dollar-denominated] basis is subject to fluctuation in [added: foreign] currency exchange rates.

Fluctuations in exchange rates [removed: from our operating units with functional currencies other than] [added: relative to] the U.S. dollar, primarily [removed: our operating units with] [added: the] Canadian [removed: dollar] and Australian [removed: dollar functional currencies that translate their results into U.S. dollars for reporting purposes,] [added: dollars,] could cause material fluctuations in [added: comparisons of] our results of [removed: operations.][added: operations between periods.]

[removed: The] [added: As previously discussed, we have acquired certain businesses, the] results of [removed: these acquisitions] [added: which] have been included in the following results of operations beginning on their respective acquisition dates.

Additionally, the results of operations of the telecommunications subsidiaries disposed of on December 3, 2012 have been reclassified from continuing operations to income from discontinued [removed: operations for all applicable periods presented.][added: operations.]

| | | [removed: 2013] [added: 2014] | | | | | | | | [removed: 2012] [added: 2013] | | | | | | | | [removed: 2011] [added: 2012] | | | | | | |

| Revenues | | $ | [removed: 6,522,842] [added: 7,851,250] | | | | 100.0 | % | | $ | [removed: 5,920,269] [added: 6,522,842] | | | | 100.0 | % | | $ | [removed: 4,193,764] [added: 5,920,269] | | | | 100.0 | % |

| Cost of services (including depreciation) | | | [removed: 5,467,389] [added: 6,617,730] | | | | [removed: 83.8] [added: 84.3] | | | | [removed: 4,982,562] [added: 5,467,389] | | | | [removed: 84.2] [added: 83.8] | | | | [removed: 3,632,048] [added: 4,982,562] | | | | [removed: 86.6] [added: 84.2] | |

| Gross profit | | | [removed: 1,055,453] [added: 1,233,520] | | | | [removed: 16.2] [added: 15.7] | | | | [removed: 937,707] [added: 1,055,453] | | | | [removed: 15.8] [added: 16.2] | | | | [removed: 561,716] [added: 937,707] | | | | [removed: 13.4] [added: 15.8] | |

| Selling, general and administrative expenses | | | [removed: 501,010] [added: 722,038] | | | | [removed: 7.7] [added: 9.2] | | | | [removed: 434,894] [added: 501,010] | | | | [removed: 7.3] [added: 7.7] | | | | [removed: 337,835] [added: 434,894] | | | | [removed: 8.1] [added: 7.3] | |

require judgment on the part of management.

These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense that is generally included in our Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States that is generally included in our Electric Power Infrastructure Services segment.

The aggregate consideration paid for these acquisitions consisted of approximately $284.3 million in cash, 686,382 shares of Quanta common stock and 3,825,971 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a one-for-one basis for Quanta common stock.

The exchangeable shares provide holders with rights equivalent to Quanta common stockholders with respect to dividends and other economic rights.

In addition, we issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares, which generally votes on the same matters as Quanta common stock and is entitled to a number of votes equal to the number of such exchangeable shares outstanding at that time.

Exchangeable shares not associated with preferred stock do not have voting rights.

The aggregate value of the securities issued related to 2014 acquisitions on the respective closing or settlement dates of the acquisitions, totaled approximately $134.5 million.

As these transactions were effective during 2014, the results of each acquired company have been included in our consolidated financial statements beginning on the respective dates of acquisition.

Oil prices have declined significantly over the past several months.

The recent decline in oil prices has created uncertainty with respect to the demand for our oil and gas infrastructure services in the near term, and it is also uncertain if, or for how long, oil prices will remain at lower levels.

Over time, we expect that, as the current oversupply of global oil corrects and global demand for oil increases, oil prices could recover from current levels.

We believe that, at a minimum, medium and long term production of oil from North American unconventional shale formations and the Canadian oil sands will continue, which will create demand for our infrastructure services over time.

As mentioned previously, there have been significant decreases in oil prices since mid-2014.

If the development or discovery of natural gas and/or oil reserves slowed or stopped as a result of low natural gas or oil prices or

otherwise, customers may reduce capital spending on mainline pipe, gas gathering and compressor systems and other related infrastructure, resulting in less demand for our services.

_Insurance_.

_2014 compared to 2013_

Revenues increased $1.33 billion, or 20.4%, to $7.85 billion for the year ended December 31, 2014.

This increase was due in part to higher electric power infrastructure services revenues, which increased $758.0 million, or 16.9%, to $5.24 billion as a result of increased activity from electric power transmission, distribution and power generation projects in connection with of increased capital spending by our customers and approximately $225 million in revenues generated by acquired companies.

Also contributing to the increase were additional revenues from oil and gas infrastructure services, which increased $574.9 million, or 30.8%, to $2.44 billion, primarily due to approximately $500 million in revenues generated by acquired companies and increased capital spending by our customers.

These increases were partially offset by a decrease in revenues from fiber optic licensing and other, which decreased $4.5 million, or 2.6%, to $168.1 million.

Gross profit increased $178.1 million, or 16.9%, to $1.23 billion for the year ended December 31, 2014.

This decrease in gross margin was primarily due to the negative impact of wet weather conditions, primarily in Canada and northern regions of the United States, as these areas experienced a late thaw from the winter season, as well as lower margins recognized on certain power generation projects

ongoing during the year ended December 31, 2014 as compared to similar projects completed during the year ended December 31, 2013 and less favorable foreign currency exchange rates.

These lower margins were partially offset by the contribution of mainline pipe revenues, which typically offer higher margin opportunities.

This increase was primarily attributable to an aggregate $102.5 million charge to provision for long-term contract receivable associated with an electric power infrastructure services project completed in 2012, which was the subject of a recently settled arbitration proceeding, and an aggregate $38.8 million expense associated with an adverse arbitration decision regarding a contract dispute with the National Gas Company of Trinidad and Tobago (NGC) on a 2010 directional drilling project, as well as $68.2 million in incremental general and administrative costs associated with acquired companies, $11.6 million in higher professional fees and $7.6 million in higher ancillary administration costs.

These increases were partially offset by $13.4 million in lower compensation and incentive costs associated with current levels of profitability.

The impact of these items was partially offset by better absorption of general and administrative expenses due to the higher revenues described above.

Interest expense increased $2.1 million to $4.8 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to increased borrowing activity, fees associated with the increase in unused capacity of our expanded credit facility and higher amortization of deferred financing costs following the amendment and restatement of our credit agreement on October 30, 2013.

Interest income was $3.7 million and $3.4 million for the years ended December 31, 2014 and 2013.

The increase was primarily due to a higher volume of cash in foreign banks during the year ended December 31, 2014, which generally had a higher rate of return than balances in domestic banks, partially offset by lower foreign currency exchange rates in the year ended December 31, 2014 as compared to the year ended December 31, 2013.

Equity in earnings (losses) of unconsolidated affiliates was a loss of $0.3 million and income of $112.7 million for the years ended December 31, 2014 and December 31, 2013.

_Other comprehensive income (loss)_.

Other comprehensive income (loss), net of taxes was a loss of $86.1 million in the year ended December 31, 2014 compared to a loss of $51.7 million in the year ended December 31, 2013, primarily due to unfavorable foreign currency translation adjustments related to the strengthening of the U.S. dollar against the Canadian and Australian dollars throughout 2014 and 2013.

_Equity in earnings (losses) of unconsolidated affiliates_.

During the fourth quarter of 2013, we sold all of our equity ownership interest in HEP for proceeds of approximately $220.9 million in cash which resulted in a pre-tax gain of approximately $112.7 million.

_Other comprehensive income (loss)_.

Other comprehensive income (loss), net of taxes was a loss of $51.7 million in the year ended December 31, 2013, compared to income of $13.7 million in the year ended December 31, 2012.

The other comprehensive loss for the year ended December 31, 2013 was primarily due to the strengthening of the U.S. dollar against the Canadian and Australian dollars.

The other comprehensive income for the year ended December 31, 2012 was primarily due to the weakening of the U.S. dollar against the Canadian dollar.

Effective December 31, 2013, Quanta’s Natural Gas and Pipeline Infrastructure Services segment was renamed the Oil and Gas Infrastructure Services segment to better align with this segment’s service offerings and end-customer markets.

No changes have been made to this segment’s financial results.

The telecommunication services provided through this

commissions.

These businesses have been reflected in our consolidated financial statements as of their respective acquisition dates.

These acquisitions have enabled us to further expand our capabilities and scope of services internationally and in the United States.

The financial results of these businesses are generally included in the corresponding segment.

In the third and fourth quarters of 2011, we acquired five businesses, which included three electric power infrastructure services companies based in Canada, one electric power infrastructure services company based in the United States and one oil and gas infrastructure services company based in Australia.

The aggregate consideration for these acquisitions consisted of approximately $80.8 million in cash, 1,939,813 shares of Quanta common stock valued, as of the respective dates of acquisition, at approximately $32.4 million and the repayment of $3.4 million in debt.

continued cold and wet weather can often impact second quarter productivity.

_Depreciation_.

We also have employee health care

benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $375,000 per claimant per year.

As previously discussed, we completed the acquisition of six businesses in 2013, four businesses in 2012 and five businesses during 2011.

| | | | | | | | | | | | | | | | | | | | | | | | | |

_Selling, general and administrative expenses_.

2012 compared to 2011

Revenues increased $1.73 billion, or 41.2%, to $5.92 billion for the year ended December 31, 2012, primarily due to an increase in the number and size of electric and natural gas transmission projects as a result of overall increases in capital spending by our customers.

Electric power infrastructure services revenues increased $1.18 billion, or 39.2%, to $4.21 billion and oil and gas infrastructure services revenues increased $523.5 million, or 51.8%, to $1.53 billion for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

Also contributing to the overall revenue increase was the contribution of $231.6 million in revenues from acquired businesses and an increase of $77.2 million in revenues from emergency restoration services during 2012 as compared to 2011.

Contributing to the increase in gross margin from 2011 to 2012 were overall performance improvements across all segments during the year ended December 31, 2012.

In addition, the higher revenues earned during the current period also enhanced our ability to cover operating overhead costs.

Gross profit for the year ended December 31, 2011 was also negatively impacted by a $32.6 million charge to the Oil and Gas Infrastructure Services segment’s cost of services which occurred in the fourth quarter of 2011 in connection with the withdrawal of certain of our subsidiaries from an underfunded multi-employer pension plan.

This increase was primarily attributable to $50.0 million in higher salary and benefits costs associated with higher personnel and incentive compensation expenses as a result of current levels of operating activity and profitability, $14.7 million in higher professional fees primarily associated with certain legal matters, business development initiatives and ongoing technological development costs and a $3.7 million increase in bad debt expense.

Also contributing to the overall increase were $17.5 million in additional administrative expenses associated with acquired companies.

Interest expense increased $1.9 million to $3.7 million for the year ended December 31, 2012, primarily due to higher levels of borrowings under our credit facility during the year ended December 31, 2012 as compared to the year ended December 31, 2011.

The increase was partially offset by lower average cash balances during the year ended December 31, 2012 as compared to the year ended December 31, 2011.

This increase was primarily due to higher interest rates earned for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

This increase was partially offset by lower average cash balances during the year ended December 31, 2012 as compared to the year ended December 31, 2011.

_Equity in earnings of unconsolidated affiliates._ Equity in earnings of unconsolidated affiliates was $2.1 million for the year ended December 31, 2012 as compared to none for the year ended December 31, 2011.

This primarily related to our investment in HEP.

_2012 compared to 2011_

Revenues in 2012 were also favorably impacted by the contribution of approximately $201.3 million in revenues from acquired companies.

Also contributing to the increase was a $77.2 million increase in revenues from emergency restoration services, primarily resulting from Hurricane Sandy, which impacted the Northeastern United States in the fourth quarter of 2012.

December 31, 2012 from 11.2% for the year ended December 31, 2011.

The increase in operating margins was partially offset by the completion of certain higher margin solar power generation projects in 2011.

The increase in revenues was primarily due to an increase in the number and size of pipeline transmission projects primarily related to unconventional shale developments in certain regions of North America.

Revenues from distribution services also increased during the year ended December 31, 2012 as compared to the year ended December 31, 2011, primarily as a result of the incremental contribution of revenues from certain new master service agreements, as well as increased spending by our customers in certain regions of the United States.

Revenues were also favorably impacted by the contribution of approximately $30.3 million in revenues from acquired companies.

Operating income increased $133.7 million, or 170.8%, to $55.4 million for the year ended December 31, 2012 from an operating loss of $78.3 million for the year ended December 31, 2011.

There were no [removed: open] [added: outstanding] foreign currency derivative contracts at December 31, [removed: 2013.][added: 2014.]

_Interest Rate Risk._ As of December 31, 2014, we had no derivative financial instruments to manage interest rate risk.

As such, we were exposed to earnings and fair value risk due to changes in interest rates with respect to our long-term obligations.

As of December 31, 2014, the fair value of our variable rate debt of $68.8 million approximated book value.

Our weighted average interest rate for the year ended December 31, 2014 was 2.71%.

The effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be negligible.

_Foreign Currency Risk._ We conduct operations primarily in the United States, Canada and Australia, and our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar.

We are subject to foreign currency risk with respect to sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of our operating units.

To minimize the risk from changes in foreign currency exchange rates, we may enter into foreign currency derivative contracts to hedge our currency risk on a cash flow basis.

_Interest Rate and Market Risk._ Currently, we do not have any significant assets or obligations with exposure to significant interest rate and market risk.

Although we had credit facility borrowings outstanding at various times in 2013 and 2012 which exposed us to interest rate risk, there were no credit facility borrowings outstanding at December 31, 2013.

_Currency Risk._ We conduct operations primarily in the U.S., Canada and Australia.

Future earnings are subject to change due to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than our functional currencies.

To minimize the need for foreign currency forward contracts to hedge this exposure, our objective is to manage foreign currency exposure by maintaining a minimal consolidated net asset or net liability position in a currency other than the functional currency.

We may enter into foreign currency derivative contracts to manage some of our foreign currency exposures.

These exposures may include revenues generated in foreign jurisdictions and anticipated purchase transactions, including foreign currency capital expenditures and lease commitments.

Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in [removed: North America] [added: the United States, Canada] and [removed: in] [added: Australia and] select [added: other] international markets.

We also own fiber optic telecommunications infrastructure in select markets and license the right to use these point-to-point fiber optic telecommunications facilities to [removed: customers and have recently expanded our fiber optic service offerings to include lit network services.][added: customers.]

[removed: Our] [added: We report our] results [removed: are reported] under three reportable segments: (1) Electric Power Infrastructure Services, (2) Oil and Gas Infrastructure Services and (3) Fiber Optic Licensing and Other.

Our consolidated revenues for the year ended December 31, [removed: 2013] [added: 2014] were approximately [removed: $6.52] [added: $7.85] billion, of which [removed: 69%] [added: 67%] was attributable to the Electric Power Infrastructure Services segment, [removed: 29%] [added: 31%] to the Oil and Gas Infrastructure Services segment and 2% to the Fiber Optic Licensing and Other segment.

We have established a presence throughout the United States, Canada and Australia with a workforce of approximately [removed: 20,900] [added: 24,600] employees as of December 31, [removed: 2013,] [added: 2014,] which enables us to quickly, reliably and cost-effectively serve a diversified customer base.

Our ability to deploy services to customers throughout [removed: North America] [added: the United States, Canada and Australia] as a result of our broad geographic presence and significant scope and scale of services is particularly important to our customers who operate networks that span multiple states or regions.

| • American Electric Power Company, Inc. | | • [removed: Lower Colorado River Authority] [added: Google Inc.] |

| • [removed: Australia Pacific LNG] [added: BC Hydro] | | • National Grid plc |

| • [removed: BC Hydro] [added: Bird Construction] | | • Northeast Utilities System |

| • CenterPoint Energy, Inc. | | • [removed: PG&E Corporation] [added: PPL EnergyPlus] |

| • [removed: Central Maine Power Company] [added: Cenovus Energy Inc.] | | • Piedmont Natural Gas Company, Inc. |

| • Dominion Resources, Inc. | | • [removed: PPL EnergyPlus] [added: SNC Lavalin] |

| • Enterprise Products Partners L.P. | | • [removed: Solar Project Solutions] [added: TransCanada Corporation] |

| • [removed: First] [added: Duke] Energy [added: Corporation] | | • Southern California Edison Co. |

| • [removed: Georgia Power] [added: Enbridge, Inc.] | | • Suncor Energy Inc. |

| • [removed: ITC Holdings Corp.] [added: First Energy] | | • Xcel Energy Inc. |

We and our customers continue to operate in [removed: a somewhat] [added: an] uncertain business environment, and although there has been gradual improvement in the economy, our customers continue to face [removed: stringent] [added: heightened] regulatory and environmental requirements as they implement projects to enhance and expand their infrastructure.

[removed: Services performed by the Electric Power Infrastructure Services segment] generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services.

This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and our proprietary robotic arm technologies, and the installation of [added: “smart grid” technologies on electric power networks.]

The significant improvement in access to natural gas resources [removed: in] [added: from] unconventional shale formations in the United States and Canada, driven by technological advancements, has dramatically increased the near- and long-term supply of natural gas in North America.

This increase in supply has also resulted in low natural gas prices for the past several years and the anticipation that natural gas prices will remain at [removed: attractive] [added: lower] levels [removed: for the next several years.][added: going forward.]

[removed: Concerns about] greenhouse gas emissions, as well as the goal of reducing reliance on power generation from fossil fuels, are creating the need for more renewable energy sources.

We believe that our comprehensive services, industry knowledge and experience in the design, [added: installation and maintenance of renewable energy facilities will enable us to support our customers’ renewable energy efforts.]

The Oil and Gas Infrastructure Services segment provides comprehensive [removed: network] [added: infrastructure] solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products.

[removed: In 2013, we expanded into] [added: We also serve] the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication, pipeline construction, integrity services and marine asset repair.

To a lesser extent, this segment designs, installs and maintains [removed: airport] fueling systems as well as water and sewer infrastructure.

We [removed: see potential] [added: believe there are] growth opportunities in this segment, primarily in the installation and maintenance of natural gas, natural gas byproducts and oil [added: mainline] pipelines and related services for gathering systems and pipeline integrity.

In particular, we believe the existing pipeline and gathering system infrastructure in North America is insufficient to support the increasing development of new sources of natural gas, oil and other liquids, [removed: such as] [added: from] the unconventional shale formations and Canadian oil sands.

We anticipate it will take [removed: several] [added: a number of] years to build this infrastructure and believe this need will increase demand for our services over time.

Also, power generation from renewable energy sources [added: continues to increase and become a larger percentage of the overall power generation mix.]

[removed: We also believe] natural gas will be the fuel of choice to provide backup power generation during times when renewable energy sources are not available.

Although a number of LNG export facilities are in various stages of planning, permitting and development in the United States and Canada, and it is unlikely that all of them will be developed, we believe our comprehensive service offerings and broad geographic presence will enable us to competitively pursue these [removed: opportunities.][added: opportunities as they develop.]

In addition, unconventional shale [removed: plays] [added: formations] in Australia are in the early stages of exploration and development and will require construction of significant gathering, mainline [added: pipe] and related infrastructure.

Heavy crude oil from the Canadian oil sands is [removed: also] being developed and requires pipelines to be built to take the product to refineries, many of which are in the coastal region along the Gulf of [removed: Mexico.][added: Mexico, and to the east and west coasts of Canada for export to foreign markets.]

Canadian oil sands and shale formations in certain parts of the [removed: U.S.] [added: United States] and Canada contain significant reserves, and the economics of [removed: the production of] [added: producing] these reserves depend on the price of oil.

We believe there are meaningful [added: long-term] opportunities for us to penetrate the offshore and inland water energy markets in providing various infrastructure design, installation and maintenance services primarily to the Gulf of Mexico region but also in select international markets.

Under [removed: these] [added: those] agreements, customers are provided the right to use a portion of the capacity of a fiber optic [removed: network (dark fiber),] [added: network,] with the network owned and maintained by us.

We are also expanding our [removed: fiber optic] service offerings to provide lit services, with Quanta providing network management services to customers as well as owning the electronic equipment necessary to make the fiber optic network operational.

The Fiber Optic Licensing and Other segment provides services to communication [removed: carriers] [added: carriers,] as well as education, financial services, healthcare and other business enterprises with high bandwidth telecommunication needs.

The telecommunication services [removed: primarily] provided through this segment are subject to regulation by the Federal Communications Commission and certain state public utility commissions.

| • Ameren Corporation | | • Georgia Power |

| | | |

| • American Transmission Co. | | • ITC Holdings Corp. |

| | | |

| • Anchorage Municipal Light & Power | | • Kinder Morgan, Inc. |

| | | |

| • ATCO Electric LTD | | • Labrador Transmission Corporation |

| | | |

| • Australia Pacific LNG | | • MidAmerican Energy Company |

| | | |

| | | |

| | | |

| • Burns & McDonnell | | • PG&E Corporation |

| | | |

| | | |

| | | |

| • Central Maine Power Company | | • Puget Sound Energy |

| | | |

| • Con Edison Development, Inc. | | • Rice Energy |

| | | |

| • ConocoPhillips | | • SaskPower |

| | | |

| | | |

| | | |

| | | |

| | | |

| • Exelon Corporation | | • United States Department of Defense |

| | | |

| • ExxonMobil Corporation | | • Williams Companies Inc. |

| | | |

Services performed by the Electric Power Infrastructure Services segment

Concerns about

We also believe

Oil prices have declined significantly over the past several months.

The recent decline in oil prices has created uncertainty with respect to the demand for our oil and gas infrastructure services in the near term, and it is also uncertain if, or for how long, oil prices will remain at lower levels.

Over time, we expect that, as the current oversupply of global oil corrects and global demand for oil increases, oil prices could recover from current levels.

We believe that, at a minimum, medium and long term production of oil from North American unconventional shale formations and the Canadian oil sands will continue, which will create demand for our infrastructure services over time.

| Total | | $ | 5,316,753 | | | $ | 9,762,480 | | | $ | 5,000,216 | | | $ | 8,728,067 | |

We are generally self-insured for all claims that do not exceed the amount of the applicable deductible.

We intend to disclose on our website any amendments or waivers to our Code of Ethics and Business Conduct that are required to be disclosed pursuant to Item 5.05 of Form 8-K.

Effective December 31, 2013, Quanta’s Natural Gas and Pipeline Infrastructure Services segment was renamed the Oil and Gas Infrastructure Services segment to better align with this segment’s service offerings and end-customer markets.

No changes have been made to this segment’s financial results.

| • Ameren Corporation | | • Kinder Morgan Energy Partners, L.P. |

| • American Transmission Co. | | • Marathon Petroleum Corporation |

| • Arrow Midstream Holdings | | • MarkWest Energy Partners LP |

| • ATCO Electric LTD | | • MidAmerican Energy Company |

| • Cenovus Energy Inc. | | • OGE Energy Corp. |

| • DTE Energy Co. | | • Puget Sound Energy |

| • Duke Energy Corporation | | • SaskPower |

| • Electric Transmission Texas | | • Sharyland Utilities |

| • Enbridge, Inc. | | • SNC Lavalin |

| • Exelon Corporation | | • South Texas Electric Cooperative |

| • Google Inc. | | • TransCanada Corporation |

“smart grid” technologies on electric power networks.

installation and maintenance of renewable energy facilities will enable us to support our customers’ renewable energy efforts.

To diversify our mainline pipe service offerings, we have focused on opportunities to provide our infrastructure services for gathering systems and related facilities, particularly in the liquid-rich shale formations.

We are increasing our presence in the areas of several shale formations through the establishment of local offices to better position us to pursue these opportunities.

continues to increase and become a larger percentage of the overall power generation mix.

Oil prices are currently at a level that encourages the development of these oil reserves, which will require pipeline infrastructure to be built.

We believe this need will increase demand for our services.

Other infrastructure, primarily midstream gathering systems, is also needed to support the development of unconventional shale formations.

To diversify our transmission pipeline service offerings, we are also focusing on opportunities to provide our infrastructure services for gathering systems and related facilities, particularly in liquids-rich shale formations.

the industries we serve.

| Total | | $ | 5,000,216 | | | $ | 8,728,067 | | | $ | 3,806,953 | | | $ | 6,987,017 | |

Between August 1, 2009 and July 31, 2013, all policy deductible levels were $5.0 million per occurrence, other than employer’s liability, which was subject to a deductible of $1.0 million.

As of December 31, 2013 and 2012, the gross amount accrued for insurance claims totaled $161.8 million and $160.8 million, with $122.6 million and $120.2 million considered to be long term and included in other non-current liabilities.

Related insurance recoveries/receivables as of December 31, 2013 and 2012 were $9.1 million and $22.2 million, of which $0.7 million and $2.3 million are included in prepaid expenses and other current assets and $8.4 million and $19.9 million are included in other assets, net.

holiday season and inclement weather can sometimes cause delays, reducing revenues and increasing costs.

See [removed: _Litigation] [added: _Legal Proceedings_] and [removed: Claims_] [added: _Collective Bargaining Agreements_] in Note 15 of the Notes to Consolidated Financial Statements in Item 8.

[removed: _“Financial] [added: _Financial] Statements and Supplementary [removed: Data”_,] [added: Data,_] which [removed: is] [added: are] incorporated by reference in this Item 3, for additional information regarding [added: litigation, claims and other] legal proceedings.

| [removed: þ] [added: x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2013][added: 2014]

Commission file number [removed: 1-13831][added: 001-13831]

Yes [removed: ¨] [added: x] No [removed: þ][added: ¨]

Yes ¨ No [removed: þ][added: x]

Yes [removed: ¨] [added: x] No [removed: þ][added: ¨]

Yes [removed: þ] [added: x] No ¨

| Large accelerated filer | | [removed: þ] [added: x] | | Accelerated filer | | ¨ |

Yes ¨ No [removed: þ][added: x]

As of June 30, [removed: 2013] [added: 2014] (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant, based on the last sale price of the Common Stock reported by the New York Stock Exchange on such date, was approximately [removed: $5.5] [added: $7.3] billion.

As of February [removed: 21, 2014,] [added: 23, 2015,] the number of outstanding shares of Common Stock of the Registrant was [removed: 213,353,417.][added: 204,133,234.]

As of the same date, 3,500,000 exchangeable shares [added: of a Canadian subsidiary of the Registrant] associated with one share of Series F Preferred Stock [added: of the Registrant] were outstanding, [removed: and] 899,858 exchangeable shares [added: of a Canadian subsidiary of the Registrant] associated with one share of Series G Preferred Stock [added: of the Registrant] were [added: outstanding and an additional 2,926,113 exchangeable shares of certain other Canadian subsidiaries of the Registrant were] outstanding.

Portions of the Registrant’s Definitive Proxy Statement for the [removed: 2014] [added: 2015] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

For the Year Ended December 31, [removed: 2013][added: 2014]

| ITEM 1. | | [removed: [Business](#tx637038_1)] [added: [Business](#tx834546_1)] | | | 2 | |

| ITEM 1A. | | [Risk [removed: Factors](#tx637038_2)] [added: Factors](#tx834546_2)] | | | 13 | |

| ITEM 1B. | | [Unresolved Staff [removed: Comments](#tx637038_3)] [added: Comments](#tx834546_3)] | | | [removed: 32] [added: 33] | |

| ITEM 2. | | [removed: [Properties](#tx637038_4)] [added: [Properties](#tx834546_4)] | | | [removed: 32] [added: 33] | |

| ITEM 3. | | [Legal [removed: Proceedings](#tx637038_5)] [added: Proceedings](#tx834546_5)] | | | [removed: 32] [added: 34] | |

| ITEM 4. | | [Mine Safety [removed: Disclosures](#tx637038_6)] [added: Disclosures](#tx834546_6)] | | | [removed: 32] [added: 34] | |

| ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx637038_7)] [added: Securities](#tx834546_7)] | | | [removed: 33] [added: 35] | |

| ITEM 6. | | [Selected Financial [removed: Data](#tx637038_8)] [added: Data](#tx834546_8)] | | | [removed: 36] [added: 38] | |

| ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx637038_9)] [added: Operations](#tx834546_9)] | | | [removed: 38] [added: 40] | |

| ITEM 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx637038_10)] [added: Risk](#tx834546_10)] | | | [removed: 75] [added: 80] | |

| ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#tx637038_11)] [added: Data](#tx834546_11)] | | | [removed: 76] [added: 81] | |

| ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx637038_12)] [added: Disclosure](#tx834546_12)] | | | [removed: 129] [added: 139] | |

| ITEM 9A. | | [Controls and [removed: Procedures](#tx637038_13)] [added: Procedures](#tx834546_13)] | | | [removed: 129] [added: 139] | |

| ITEM 9B. | | [Other [removed: Information](#tx637038_14)] [added: Information](#tx834546_14)] | | | [removed: 130] [added: 140] | |

| ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx637038_15)] [added: Governance](#tx834546_15)] | | | [removed: 131] [added: 141] | |

| ITEM 11. | | [Executive [removed: Compensation](#tx637038_16)] [added: Compensation](#tx834546_16)] | | | [removed: 131] [added: 141] | |

| ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx637038_17)] [added: Matters](#tx834546_17)] | | | [removed: 131] [added: 141] | |

| ITEM 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx637038_18)] [added: Independence](#tx834546_18)] | | | [removed: 131] [added: 141] | |

| ITEM 14. | | [Principal Accounting Fees and [removed: Services](#tx637038_19)] [added: Services](#tx834546_19)] | | | [removed: 131] [added: 141] | |

| ITEM 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx637038_20)] [added: Schedules](#tx834546_20)] | | | [removed: 132] [added: 142] | |

10-K 1 d834546d10k.htm FORM 10-K

10-K 1 d637038d10k.htm 10-K

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

As of December 31, [removed: 2013,] [added: 2014,] we owned [removed: 37] [added: 47] of the facilities we occupy, many of which are encumbered by a security interest [added: granted] under our credit [removed: facility,] [added: agreement,] and we leased the remainder.

Our owned equipment and the leasehold interest in our leased equipment are encumbered by a security interest [added: granted] under our credit [removed: facility.][added: agreement.]

As of December 31, [removed: 2013,] [added: 2014,] the total size of the rolling-stock fleet was approximately [removed: 27,000] [added: 28,123] units.

##### [Table of Contents](#toc)

| Year Ended December 31, [removed: 2012] [added: 2014] | | | | | | | | |

On February [removed: 21, 2014,] [added: 23, 2015,] there were [removed: 849] [added: 791] holders of record of our common stock, [removed: two] [added: 16] holders of record of exchangeable shares of Canadian subsidiaries of Quanta, one holder of record of our Series F preferred stock and one holder of record of our Series G preferred stock.

See [removed: Notes] [added: Note] 11 [removed: and 18] of the Notes to Consolidated Financial Statements in Item 8.

[removed: _“Financial] [added: _Financial] Statements and Supplementary [removed: Data”_] [added: Data_] for additional discussion of our equity securities.

Unregistered Sales of Securities During the Fourth Quarter of [removed: 2013][added: 2014]

Such [added: exchangeable] shares [removed: of] [added: were issued, and the] common stock [removed: were issued] [added: into which such shares are exchangeable will be issued,] in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the shares were issued to the [removed: owners] [added: owner] of the [removed: businesses] [added: business] acquired in [added: a] privately negotiated [removed: transactions] [added: transaction] not involving any public offering or solicitation.

Issuer Purchases of Equity Securities During the Fourth Quarter of [removed: 2013][added: 2014]

The following table contains information about our purchases of equity securities during the three months ended December 31, [removed: 2013.][added: 2014.]

| Period | | [removed: (a) Total] [added: Total] Number of Shares Purchased | | | | [removed: (b) Average] [added: Average] Price Paid per Share | | | | [removed: (c) Total] [added: Total] Number of Shares Purchased as Part of Publicly [removed: Announced Plans] [added: Announced Plans] or Programs | | | | [removed: (d) Maximum] [added: Maximum] Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or [removed: Programs(1)] [added: Programs (2)] | | |

| [removed: (1)] [added: (2)] | [removed: During the fourth quarter of] [added: On December 6,] 2013, [added: we issued a press release announcing that] our board of directors approved a stock repurchase [removed: program] [added: program,] authorizing us to purchase, from time to [removed: time,] [added: time through December 31, 2016,] up to $500.0 million of our outstanding common [removed: stock through December 31, 2016.] [added: stock.] These repurchases can be made in open market [removed: transactions,] [added: transactions or] in privately negotiated transactions, including block purchases or otherwise, at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This [removed: program, which became effective December 6, 2013,] [added: program] does not obligate us to acquire any specific amount of common stock and will continue until completed or otherwise modified or terminated by our board of directors at any time at its sole discretion and without notice. As of December 31, [removed: 2013, there] [added: 2014, we] had [removed: been no repurchases] [added: repurchased an aggregate $93.5 million in Quanta common stock] under this [removed: plan.] [added: program. In addition, as discussed in _Liquidity and Capital Resources — Debt Instruments — Credit Facility_ in Item 7. _Management’s Discussion and Analysis of Financial Condition and Results of Operations,_ our credit agreement includes limitations on the repurchase of common stock without consent of our lenders.] |

| [removed: (2)] [added: (1)] | Represents shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock [added: and RSU] awards. |

We [removed: have] [added: did] not [removed: declared] [added: declare] any cash dividends on our common stock during the years ended December 31, [removed: 2013] [added: 2014] or [removed: 2012, nor] [added: 2013, or] in any previous periods.

In addition, as discussed in _Liquidity and Capital Resources_ — [removed: _“Debt] [added: _Debt] Instruments — Credit [removed: Facility”_] [added: Facility_] in Item 7.

[removed: _“Management’s] [added: _Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”_] [added: Operations,_] our credit [removed: facility includes limitations on] [added: agreement restricts] the payment of cash dividends [removed: without the consent of the lenders.][added: unless certain conditions are met.]

The following graph compares, for the period from December 31, [removed: 2008] [added: 2009] to December 31, [removed: 2013,] [added: 2014,] the cumulative stockholder return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index (the S&P 500 Index) and [removed: a] [added: two] peer [removed: group] [added: groups] selected by our management that [removed: includes] [added: include] public companies [removed: within our industry.]

The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the S&P 500 [removed: Index] [added: Index, the 2014 Peer Group] and [removed: each of] the [removed: peer groups] [added: 2013 Peer Group] on December 31, [removed: 2008] [added: 2009] and tracks their relative performance through December 31, [removed: 2013.][added: 2014.]

The returns of each company in the peer [removed: group] [added: groups] are weighted based on the market capitalization of each constituent company at the beginning of the measurement period.

Among Quanta Services, Inc., the S&P 500 Index, [added: the 2014 Peer Group and the 2013 Peer Group]

[removed: ][added: ]

| 1st Quarter | | $ | 37.28 | | | $ | 29.85 | |

| 2nd Quarter | | | 37.42 | | | | 32.50 | |

| 3rd Quarter | | | 37.49 | | | | 32.86 | |

| 4th Quarter | | | 36.34 | | | | 25.34 | |

| | | | | | | | | |

On November 21, 2014, we completed the acquisition of an oil and gas infrastructure services business based in Alberta, Canada.

The consideration paid or payable for this acquisition consisted of approximately $112.9 million in cash and the unregistered issuance of 2,104,594 exchangeable shares of a Canadian subsidiary of Quanta, which are exchangeable on a one-for-one basis for our common stock.

For additional information about this acquisition, see _2014 Acquisitions_ in Note 5 of the Notes to Consolidated Financial Statements in Item 8.

_Financial Statements and Supplementary Data_.

| October 1, 2014 — October 31, 2014 | | | 173 | (1) | | $ | 31.38 | | | | — | | | | | |

| November 1, 2014 — November 30, 2014 | | | 13,898 | (1) | | $ | 33.51 | | | | — | | | | | |

| December 1, 2014 — December 31, 2014 | | | 1,662,753 | (2) | | $ | 29.14 | | | | 1,662,753 | | | | | |

| Total | | | 1,676,824 | | | | | | | | 1,662,753 | | | $ | 406,518,349 | |

within our industries.

The companies in each peer group were selected to represent a broad group of publicly held corporations with operations similar to ours.

The current peer group (the 2014 Peer Group) includes AECOM Technology Corporation, Chicago Bridge & Iron Company N.V., EMCOR Group Inc., Fluor Corporation, Jacobs Engineering Group Inc., KBR, Inc., MasTec, Inc., MYR Group Inc., Primoris Services Corporation and Willbros Group, Inc. The peer group used in the prior year (the 2013 Peer Group) included Chicago Bridge & Iron Company N.V., EMCOR Group Inc., Fluor Corporation, Jacobs Engineering Group Inc., MasTec, Inc., MYR Group Inc., Pike Electric Corporation, URS Corp. and Willbros Group, Inc. The shift in the 2014 Peer Group was based on the fact that both Pike Electric Corporation and URS Corp. were acquired and ceased to be publicly traded companies during 2014 and our decision to include additional companies that are similar to us in market capitalization or lines of business or that serve similar end markets.

However, the assumed investment in the 2013 Peer Group does not include an investment in either Pike Electric Corporation or URS Corp., as both ceased to be publicly traded companies during 2014.

| | | 12/09 | | | | 12/10 | | | | 12/11 | | | | 12/12 | | | | 12/13 | | | | 12/14 | | |

| Quanta Services, Inc. | | $ | 100.00 | | | $ | 95.59 | | | $ | 103.36 | | | $ | 130.95 | | | $ | 151.44 | | | $ | 136.23 | |

| S&P 500 | | | 100.00 | | | | 115.06 | | | | 117.49 | | | | 136.30 | | | | 180.44 | | | | 205.14 | |

| 2014 Peer Group | | | 100.00 | | | | 133.21 | | | | 116.42 | | | | 135.76 | | | | 190.62 | | | | 136.18 | |

| 2013 Peer Group | | | 100.00 | | | | 133.96 | | | | 116.65 | | | | 138.72 | | | | 202.36 | | | | 143.74 | |

| 1st Quarter | | $ | 22.55 | | | $ | 20.59 | |

| 2nd Quarter | | | 24.07 | | | | 20.21 | |

| 3rd Quarter | | | 26.07 | | | | 21.63 | |

| 4th Quarter | | | 27.96 | | | | 22.92 | |

During the fourth quarter of 2013, we completed three acquisitions in which a portion of the consideration consisted of the unregistered issuance of shares of our common stock.

Aggregate consideration consisted of approximately $175.8 million in cash and 2,747,412 shares of our common stock.

| October 1, 2013 — October 31, 2013 | | | — | | | $ | — | | | | — | | | | | |

| November 1, 2013 — November 30, 2013 | | | 4,750 | (2) | | $ | 29.62 | | | | — | | | | | |

| December 1, 2013 — December 31, 2013 | | | 114 | (2) | | $ | 31.16 | | | | — | | | | | |

| Total | | | 4,864 | | | | | | | | — | | | $ | 500,000,000 | |

The current peer group (the 2013 Peer Group) includes Chicago Bridge & Iron Company N.V., EMCOR Group Inc., Fluor Corporation, Jacobs Engineering Group Inc., MasTec, Inc., MYR Group Inc., Pike Electric Corporation, URS Corp. and Willbros Group, Inc. These companies were selected because they comprise a broad group of publicly held corporations, each of which has some operations similar to ours.

The peer group used in the previous year (the 2012 Peer Group) included each of the foregoing companies as well as Dycom Industries, Inc. The shift to the 2013 Peer Group was based on our decision to eliminate from the comparison the company whose operations are concentrated in a line of business in which we no longer operate.

the 2013 Peer Group and the 2012 Peer Group

| | | 12/08 | | | | 12/09 | | | | 12/10 | | | | 12/11 | | | | 12/12 | | | | 12/13 | | |

| Quanta Services, Inc. | | $ | 100.00 | | | | 105.25 | | | | 100.61 | | | | 108.79 | | | | 137.83 | | | | 159.39 | |

| S&P 500 | | $ | 100.00 | | | | 126.46 | | | | 145.51 | | | | 148.59 | | | | 172.37 | | | | 228.19 | |

| 2013 Peer Group | | $ | 100.00 | | | | 104.00 | | | | 131.74 | | | | 114.25 | | | | 135.57 | | | | 195.96 | |

| 2012 Peer Group | | $ | 100.00 | | | | 103.90 | | | | 132.44 | | | | 116.15 | | | | 137.04 | | | | 197.96 | |

[removed: _“Financial] [added: _Financial] Statements and Supplementary [removed: Data”_] [added: Data_] for information regarding certain acquisitions and the related impact on our results of operations as these acquisitions may affect the comparability of such results.

[removed: _“Financial Statements and Supplementary Data”_ and _“Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”_ included in Item 7.][added: Operations._]

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | |]

| | | [removed: 2013] [added: 2014] | | | | [added: 2013] | | | | 2012 | | | | [removed: | | | |] 2011 | | | | [removed: | | | |] 2010 | | | [removed: | | | | | 2009 | | | | | | |]

| | | (In thousands, except per share information) | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | |]

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | |]

| Revenues | | $ | [removed: 6,522,842] [added: 7,851,250] | | | [added: $] | [added: 6,522,842] | | | $ | 5,920,269 | | | [removed: | | | |] $ | 4,193,764 | | | [removed: | | | |] $ | 3,629,433 | | [removed: | | | | | $ | 2,987,010 | | | | | |]

| Cost of services (including depreciation) | | | [removed: 5,467,389] [added: 6,617,730] | | | | [added: 5,467,389] | | | | 4,982,562 | | | | [removed: | | | |] 3,632,048 | [removed: | | | (c | )] [added: (d)] | | | 3,039,912 | | [removed: | | | | | | 2,449,177 | | | | | |]

| Gross profit | | | [removed: 1,055,453] [added: 1,233,520] | | | | [added: 1,055,453] | | | | 937,707 | | | | [removed: | | | |] 561,716 | | | | [removed: | | | |] 589,521 | | [removed: | | | | | | 537,833 | | | | | |]

| Selling, general and administrative expenses | | | [removed: 501,010] [added: 722,038] | [added: (a)] | | | [added: 501,010] | | | | 434,894 | | | | [removed: | | | |] 337,835 | | | | [removed: | | | |] 307,875 | | [removed: | | | | | | 277,920 | | | | | |]

| Amortization of intangible assets | | | [removed: 27,515] [added: 35,907] | | | | [added: 27,515] | | | | 37,691 | | | | [removed: | | | |] 29,039 | | | | [removed: | | | |] 37,655 | | [removed: | | | | | | 37,479 | | | | | |]

| Operating income | | | [removed: 526,928] [added: 475,575] | | | | [added: 526,928] | | | | 465,122 | | | | [removed: | | | |] 194,842 | | | | [removed: | | | |] 243,991 | | [removed: | | | | | | 222,434 | | | | | |]

| Interest expense | | | [removed: (2,668] [added: (4,765] | ) | | | [added: (2,668] | [added: )] | | | (3,746 | ) | | | [removed: | | | |] (1,803 | ) | | | [removed: | | | |] (4,902 | ) | [removed: | | | | | | (11,257 | ) | | | | |]

| Interest income | | | [removed: 3,380] [added: 3,741] | | | | [added: 3,380] | | | | 1,471 | | | | [removed: | | | |] 1,066 | | | | [removed: | | | |] 1,417 | | [removed: | | | | | | 2,456 | | | | | |]

| Loss on early extinguishment of debt, net | | | — | | | | [removed: | | | |] — | | | | [removed: | | | |] — | | | | [removed: | | | | (7,107 | ) | | | (d | ) | | |] — | | | | [added: (7,107] | [added: )(e)] |

| Equity in earnings [added: (losses)] of unconsolidated affiliates, including gain on sale of investment | | | [removed: 112,744 | | | | (a] [added: (332] | ) | | | [removed: 2,084 | | | | | | | | —] [added: 112,744] | [added: (c)] | | | [added: 2,084] | | | | — | | | | [removed: | | | |] — | | [removed: | | | |]

| Other income (expense), net | | | [removed: (1,135] [added: (1,102] | ) | | | [added: (1,135] | [added: )] | | | (351 | ) | | | [removed: | | | |] (597 | ) | | | [removed: | | | |] 559 | | [removed: | | | | | | 358 | | | | | |]

| Income from continuing operations before income taxes | | | [removed: 639,249] [added: 473,117] | | | | [added: 639,249] | | | | 464,580 | | | | [removed: | | | |] 193,508 | | | | [removed: | | | |] 233,958 | | [removed: | | | | | | 213,991 | | | | | |]

| Provision for income taxes [added: (b)] | | | [removed: 217,940] [added: 157,408] | | | | [removed: (b] [added: 217,940] | [removed: )] | | | 158,859 | | | | [removed: (b | ) | | |] 63,096 | | | | [removed: (b | ) | | |] 88,884 | | [removed: | | (b | ) | | | 69,828 | | | | (b | ) |]

| Net income from continuing operations | | | [removed: 421,309] [added: 315,709] | | | | [added: 421,309] | | | | 305,721 | | | | [removed: | | | |] 130,412 | | | | [removed: | | | |] 145,074 | | [removed: | | | | | | 144,163 | | | | | |]

| Income [added: (loss)] from discontinued operations, net of taxes | | | [removed: —] [added: (627] | [added: )] | | | [added: —] | | | | 16,935 | | | | [removed: | | | |] 14,004 | | | | [removed: | | | |] 10,483 | | [removed: | | | | | | 19,372 | | | | | |]

| Net income | | | [removed: 421,309] [added: 315,082] | | | | [added: 421,309] | | | | 322,656 | | | | [removed: | | | |] 144,416 | | | | [removed: | | | |] 155,557 | | [removed: | | | | | | 163,535 | | | | | |]

| Less: Net income attributable to [removed: noncontrolling] [added: non-controlling] interests | | | [removed: 19,388] [added: 18,368] | | | | [added: 19,388] | | | | 16,027 | | | | [removed: | | | |] 11,901 | | | | [removed: | | | |] 2,381 | | [removed: | | | | | | 1,373 | | | | | |]

| Net income attributable to common stock | | $ | [removed: 401,921] [added: 296,714] | | | [added: $] | [added: 401,921] | | | $ | 306,629 | | | [removed: | | | |] $ | 132,515 | | | [removed: | | | |] $ | 153,176 | | [removed: | | | | | $ | 162,162 | | | | | |]

| Amounts attributable to common stock: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | |]

| Net income from continuing operations | | $ | [removed: 401,921] [added: 297,341] | | | [added: $] | [added: 401,921] | | | $ | 289,694 | | | [removed: | | | |] $ | 118,511 | | | [removed: | | | |] $ | 142,693 | | [removed: | | | | | $ | 142,790 | | | | | |]

| Net income [added: (loss)] from discontinued operations | | | [removed: —] [added: (627] | [added: )] | | | [added: —] | | | | 16,935 | | | | [removed: | | | |] 14,004 | | | | [removed: | | | |] 10,483 | | [removed: | | | | | | 19,372 | | | | | |]

| Net income attributable to common stock | | $ | [removed: 401,921] [added: 296,714] | | | [added: $] | [added: 401,921] | | | $ | 306,629 | | | [removed: | | | |] $ | 132,515 | | | [removed: | | | |] $ | 153,176 | | [removed: | | | | | $ | 162,162 | | | | | |]

| Basic earnings per share attributable to common stock from continuing operations | | $ | [removed: 1.87] [added: 1.35] | | | [added: $] | [added: 1.87] | | | $ | 1.36 | | | [removed: | | | |] $ | 0.56 | | | [removed: | | | |] $ | 0.68 | | [removed: | | | | | $ | 0.72 | | | | | |]

| Diluted earnings per share attributable to common stock from continuing operations | | $ | [removed: 1.87] [added: 1.35] | | | [added: $] | [added: 1.87] | | | $ | 1.36 | | | [removed: | | | |] $ | 0.56 | | | [removed: | | | |] $ | 0.67 | | [removed: | | | | | $ | 0.71 | | | | | |]

| [removed: (a)] [added: (c)] | In [removed: the fourth quarter of] 2013, we [removed: sold] [added: recorded a pre-tax gain of approximately $112.7 million from the sale of] all of our equity ownership interest in Howard Midstream Energy Partners, LLC [removed: (HEP), which resulted in a pre-tax gain of approximately $112.7 million.] [added: (HEP).] |

| (b) | The effective tax rates in [added: 2014,] 2013, 2012, [removed: 2011, 2010] [added: 2011] and [removed: 2009] [added: 2010] were impacted by the recording of [added: $8.2 million,] $10.0 million, $7.9 million, $8.4 [removed: million, $7.6] million and [removed: $16.1] [added: $7.6] million of tax benefits in each respective year primarily due to decreases in reserves for uncertain tax positions resulting from the expiration of various federal and state statute of limitations periods. |

| [removed: (c)] [added: (d)] | In [removed: the fourth quarter of] 2011, [removed: we recorded] [added: cost of services included] a $32.6 million charge [removed: to cost of services] related to our partial withdrawal from an underfunded pension plan. [added: For additional information, see _Collective Bargaining Agreements_ in Note 15 of the Notes to Consolidated Financial Statements in Item 8. _Financial Statements and Supplementary Data._] |

| [removed: (d)] [added: (e)] | In [removed: the second quarter of] 2010, we recorded a $7.1 million loss on early extinguishment of debt as a result of the redemption of all of our outstanding 3.75% convertible subordinated notes due 2026 (3.75% Notes). This loss includes a non-cash loss of $3.5 million related to the difference between the net carrying value and the estimated fair value of the 3.75% Notes calculated as of the date of redemption, the payment of $2.3 million representing the 1.607% redemption premium above par value and a non-cash loss of $1.3 million from the write-off of the remaining unamortized deferred financing costs related to the 3.75% Notes. |

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Working capital | | $ | [removed: 1,269,798] [added: 1,416,651] | | | $ | [removed: 1,320,548] [added: 1,270,851] | | | $ | [removed: 984,078] [added: 1,320,548] | | | $ | [removed: 1,095,969] [added: 984,078] | | | $ | [removed: 1,087,104] [added: 1,095,969] | |

| Goodwill | | | [removed: 1,780,717] [added: 1,931,485] | | | | [removed: 1,537,645] [added: 1,780,717] | | | | [removed: 1,470,811] [added: 1,537,645] | | | | [removed: 1,430,756] [added: 1,470,811] | | | | [removed: 1,319,160] [added: 1,430,756] | |

| Total assets | | | [removed: 5,793,245] [added: 6,312,024] | | | | [removed: 5,140,757] [added: 5,793,245] | | | | [removed: 4,699,114] [added: 5,140,757] | | | | [removed: 4,341,212] [added: 4,699,114] | | | | [removed: 4,116,954] [added: 4,341,212] | |

| Total stockholders’ equity | | | [removed: 4,234,188] [added: 4,514,473] | | | | [removed: 3,766,548] [added: 4,234,188] | | | | [removed: 3,381,952] [added: 3,766,548] | | | | [removed: 3,365,555] [added: 3,381,952] | | | | [removed: 3,109,183] [added: 3,365,555] | |

_Financial Statements and Supplementary Data_ and _Item 7.

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| (a) | In 2014, selling, general and administrative expenses included a $102.5 million charge to provision for long-term contract receivable associated with an electric power infrastructure services project completed in 2012. Additionally, we recorded $38.8 million of expense resulting from an arbitration decision associated with a contract dispute on a 2010 directional drilling project. For additional information, see _Current and Long-Term Accounts Receivable and Allowances for Doubtful Accounts_ in Note 2 and _Legal Proceedings — Sunrise Powerlink Arbitration_ and _— National Gas Company of Trinidad and Tobago Arbitration_ in Note 15 of the Notes to Consolidated Financial Statements in Item 8. _Financial Statements and Supplementary Data_. |

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| Long-term debt, net of current maturities | | | 72,489 | | | | 1,053 | | | | — | | | | — | | | | — | |

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| Convertible subordinated notes, net of current maturities | | | — | | | | — | | | | — | | | | — | | | | 126,608 | |

| [Report of [removed: Management](#tx637038_21)] [added: Management](#tx834546_100)] | | | [removed: 77] [added: 82] | |

| [Report of Independent Registered Public Accounting [removed: Firm](#tx637038_22)] [added: Firm](#tx834546_101)] | | | [removed: 79] [added: 84] | |

| [Consolidated Balance [removed: Sheets](#tx637038_23)] [added: Sheets](#tx834546_102)] | | | [removed: 80] [added: 85] | |

| [Consolidated Statements of [removed: Operations](#tx637038_24)] [added: Operations](#tx834546_103)] | | | [removed: 81] [added: 86] | |

| [Consolidated Statements of Comprehensive [removed: Income](#tx637038_25)] [added: Income](#tx834546_104)] | | | [removed: 82] [added: 87] | |

| [Consolidated Statements of Cash [removed: Flows](#tx637038_26)] [added: Flows](#tx834546_105)] | | | [removed: 83] [added: 88] | |

| [Consolidated Statements of [removed: Equity](#tx637038_27)] [added: Equity](#tx834546_106)] | | | [removed: 84] [added: 89] | |

[removed: | [Notes to Consolidated Financial Statements](#tx637038_28) | | | 85 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the criteria established in _Internal Control — Integrated Framework [removed: (1992)_] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2013] [added: 2014] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

The effectiveness of Quanta Services, Inc.’s internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] excluded the [removed: six] [added: nine] acquisitions we completed in [removed: 2013.][added: 2014.]

These acquisitions comprised approximately [removed: 10.1%] [added: 9.7%] of our consolidated assets at December 31, [removed: 2013] [added: 2014] and [removed: 3.9%] [added: 4.0%] of our consolidated revenues for the year ended December 31, [removed: 2013.][added: 2014.]

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, cash flows and equity, present fairly, in all material respects, the financial position of Quanta Services, Inc. and its subsidiaries at December 31, [removed: 2013] [added: 2014] and December 31, [removed: 2012,] [added: 2013,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2013] [added: 2014] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in _Internal Control — Integrated Framework [removed: (1992)_] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded its [removed: 2013] [added: 2014] acquisitions from its assessment of internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] because these acquisitions were made by the Company through purchase business combinations during [removed: 2013.][added: 2014.]

We have also excluded the Company’s [removed: 2013] [added: 2014] acquisitions from our audit of internal control over financial reporting.

The [removed: 2013] [added: 2014] acquisitions of the Company and its related subsidiaries are wholly owned subsidiaries of the Company and have total assets and revenues which represent approximately [removed: 10.1%] [added: 9.7%] and [removed: 3.9%,] [added: 4.0%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2013.][added: 2014.]

| | | [added: 2014 | | | |] 2013 | | | | 2012 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 488,777 | | | [removed: $] | 394,701 | | [added: | | 315,349 | |]

| Accounts receivable, net of allowances of [removed: $5,215] [added: $6,174] and [removed: $5,447] [added: $5,215] | | | [removed: 1,439,115] [added: 1,812,539] | | | | [removed: 1,328,081] [added: 1,439,115] | |

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 213,478] [added: 290,447] | | | | [removed: 342,777] [added: 213,478] | |

| Inventories | | | [removed: 31,877] [added: 38,921] | | | | [removed: 38,261] [added: 31,877] | |

| Prepaid expenses and other current assets | | | [removed: 140,071] [added: 221,554] | | | | [removed: 97,907] [added: 140,071] | |

| Total current assets | | | [removed: 2,313,318] [added: 2,553,976] | | | | [removed: 2,201,727] [added: 2,313,318] | |

| Property and equipment, net of accumulated depreciation of [removed: $631,939] [added: $739,545] and [removed: $555,030] [added: $631,939] | | | [removed: 1,205,608] [added: 1,480,128] | | | | [removed: 1,045,983] [added: 1,205,608] | |

| Other assets, net | | | [removed: 285,725] [added: 85,842] | | | | [removed: 171,566] [added: 285,725] | |

| Other intangible assets, net of accumulated amortization of [removed: $223,355] [added: $255,858] and [removed: $198,082] [added: $223,355] | | | [removed: 207,877] [added: 260,593] | | | | [removed: 183,836] [added: 207,877] | |

| Goodwill | | | [removed: 1,780,717] [added: 1,931,485] | | | | [removed: 1,537,645] [added: 1,780,717] | |

| Total assets | | $ | [removed: 5,793,245] [added: 6,312,024] | | | $ | [removed: 5,140,757] [added: 5,793,245] | |

| [removed: Current maturities of long-term] [added: Long-term] debt and notes [removed: payable] [added: payable, net of current maturities] | | [removed: $] | [removed: 2,234] [added: 72,489] | | | [removed: $] | [removed: 9] [added: 1,053] | |

| Accounts payable and accrued expenses | | | [removed: 802,180] [added: 877,336] | | | | [removed: 707,285] [added: 802,180] | |

| Billings in excess of costs and estimated earnings on uncompleted contracts | | | [removed: 239,106] [added: 251,113] | | | | [removed: 173,885] [added: 239,106] | |

| Deferred income taxes | | | [removed: 244,256] [added: 300,516] | | | | [removed: 225,050] [added: 244,256] | |

| Insurance and other non-current liabilities | | | [removed: 264,150] [added: 276,154] | | | | [removed: 262,612] [added: 264,150] | |

| Total liabilities | | | [removed: 1,551,926] [added: 1,786,484] | | | | [removed: 1,368,841] [added: 1,551,926] | |

| Common stock, $.00001 par value, 600,000,000 shares authorized, [removed: 224,968,797] [added: 226,194,656] and [removed: 220,917,050] [added: 224,968,797] shares issued, and [removed: 212,942,767] [added: 210,819,790] and [removed: 209,270,586] [added: 212,942,767] shares outstanding | | | 2 | | | | 2 | |

| Exchangeable Shares, no par value, [removed: 3,500,000] [added: 7,325,971] and [removed: 3,909,110] [added: 3,500,000] shares issued and outstanding | | | — | | | | — | |

| Additional paid-in capital | | | [removed: 3,416,585] [added: 3,592,906] | | | | [removed: 3,287,086] [added: 3,416,585] | |

| Retained earnings | | | [removed: 1,070,077] [added: 1,366,791] | | | | [removed: 668,156] [added: 1,070,077] | |

| [Notes to Consolidated Financial Statements](#tx834546_107) | | | 90 | |

March 2, 2015

| | | 2014 | | | | 2013 | | |

| Cash and cash equivalents | | $ | 190,515 | | | $ | 488,777 | |

| Current maturities of long-term debt and short-term borrowings | | $ | 8,876 | | | $ | 1,181 | |

| Total current liabilities | | | 1,137,325 | | | | 1,042,467 | |

| Series G Preferred Stock, $.00001 par value, 1 share and 0 shares authorized, issued and outstanding | | | — | | | | — | |

| Non-controlling interests | | | 11,067 | | | | 7,131 | |

| Provision for contract receivable | | | 102,460 | | | | — | | | | — | |

| Non-cash portion of arbitration expense | | | 10,518 | | | | — | | | | — | |

| Borrowings of short-term debt | | | 5,056 | | | | — | | | | — | |

| Acquisitions | | | 686,382 | | | | — | | | | 3,825,971 | | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 134,538 | | | | — | | | | — | | | | — | | | | 134,538 | | | | — | | | | 134,538 | |

| Restricted stock activity | | | 95,475 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 39,030 | | | | — | | | | — | | | | (12,340 | ) | | | 26,690 | | | | — | | | | 26,690 | |

| Common stock repurchases | | | (2,996,278 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (93,482 | ) | | | (93,482 | ) | | | — | | | | (93,482 | ) |

| Deferral plan shares | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 874 | | | | — | | | | — | | | | (874 | ) | | | — | | | | — | | | | — | |

| Distributions to non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (14,432 | ) | | | (14,432 | ) |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 296,714 | | | | — | | | | — | | | | 296,714 | | | | 18,368 | | | | 315,082 | |

| Balance, December 31, 2014 | | | 210,819,790 | | | $ | 2 | | | | 7,325,971 | | | $ | — | | | | 1 | | | $ | — | | | | 1 | | | $ | — | | | $ | 3,592,906 | | | $ | 1,366,791 | | | $ | (123,290 | ) | | $ | (321,936 | ) | | $ | 4,514,473 | | | $ | 11,067 | | | $ | 4,525,540 | |

Quanta also serves the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication, pipeline construction, integrity services and marine asset repair.

These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense that is generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States that is generally included in Quanta’s Electric Power Infrastructure Services segment.

Quanta reviews all

As of December 31, 2014 and 2013, cash and cash equivalents held by Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $19.1 million and $18.9 million.

Quanta has no rights with respect to the joint ventures’ cash except as permitted pursuant to their respective partnership agreements.

Long-term accounts receivable are included within other assets, net on the consolidated balance sheets.

Within this balance at December 31, 2013 was a long-term contract receivable previously recorded in the amount of approximately $165 million attributable to recognized contract price adjustments related to a change order from the Sunrise Powerlink project, an electric power infrastructure services project completed in 2012 by PAR Electrical Contractors, Inc. (PAR), a wholly owned subsidiary of Quanta, for San Diego Gas and Electric Company (SDG&E).

This receivable was the subject of a recently settled arbitration proceeding discussed further

In December 2014, the parties reached an agreement to settle the arbitration under terms providing for a cash payment by SDG&E to PAR in the amount of $65 million, representing the final amount to compensate PAR for substantially all of the unpaid portion of its costs incurred on the project.

Accordingly, a provision of $102.5 million was recognized in 2014 as a charge to selling, general and administrative expense, and the remaining balance of $65 million was reclassified to accounts receivable, leaving no balance remaining in other assets, net related to the Sunrise Powerlink project as of December 31, 2014.

Payment was received in January 2015, and the arbitration was dismissed shortly thereafter.

are directly associated with and devote time to placing the assets into service.

In 2014, Quanta recorded $102.5 million to provision for long-term contract receivable associated with the Sunrise Powerlink project receivable.

The remaining balance of $65 million was reclassified to accounts receivable in the fourth quarter of 2014 as a result of the settlement of the arbitration in December 2014 and collection of the receivable in January 2015.

Accordingly, as of December 31, 2014, there was no balance remaining in other assets, net related to the Sunrise Powerlink project.

and $2.4 million.

Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available.

results of the assessment at December 31, 2014 did not change.

required.

is therefore not included in contract revenues and costs.

As of December 31, 2013 and throughout most of 2014, Quanta also had previously recognized contract price adjustments related to a change order from the Sunrise Powerlink project of approximately $165 million.

In December 2014, Quanta and SDG&E reached an agreement to settle the arbitration under terms providing for a cash payment by SDG&E in the amount of $65 million, representing the final amount to compensate Quanta/PAR for substantially all of the unpaid portion of costs incurred by Quanta/PAR on the project.

March 3, 2014

| Total current liabilities | | | 1,043,520 | | | | 881,179 | |

| Noncontrolling interests | | | 7,131 | | | | 5,368 | |

| Cash and cash equivalents, beginning of year | | | 394,701 | | | | 315,349 | | | | 539,221 | |

| Balance, December 31, 2010 | | | 211,138,091 | | | $ | 2 | | | | 3,909,110 | | | $ | — | | | | 432,485 | | | $ | — | | | | 1 | | | $ | — | | | $ | 3,162,779 | | | $ | 229,012 | | | $ | 14,122 | | | $ | (40,360 | ) | | $ | 3,365,555 | | | $ | 1,364 | | | $ | 3,366,919 | |

| Acquisitions | | | 1,939,813 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32,368 | | | | — | | | | — | | | | — | | | | 32,368 | | | | — | | | | 32,368 | |

| Exchange of Limited Vote Common Stock for common stock | | | 454,107 | | | | — | | | | — | | | | — | | | | (432,485 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |

| Restricted stock activity | | | 729,688 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 21,618 | | | | — | | | | — | | | | (6,586 | ) | | | 15,032 | | | | — | | | | 15,032 | |

| Common stock repurchases | | | (8,133,329 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (149,547 | ) | | | (149,547 | ) | | | — | | | | (149,547 | ) |

| Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5,954 | ) | | | (5,954 | ) |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 132,515 | | | | — | | | | — | | | | 132,515 | | | | 11,901 | | | | 144,416 | |

Effective December 31, 2013, Quanta’s Natural Gas and Pipeline Infrastructure Services segment was renamed the Oil and Gas Infrastructure Services segment to better align with this segment’s service offerings and end-customer markets.

No changes have been made to this segment’s financial results.

allocations, liabilities for self-insured and other claims, multi-employer pension plan withdrawal liabilities, revenue recognition for construction contracts and fiber optic licensing, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.

Capitalized costs are included in property and equipment on the consolidated balance sheets.

third quarter of 2013 due to the expected timetable for resolution of the related arbitration.

As of December 31, 2013, no interest has been accrued related to this long-term receivable since the arbitration process is still ongoing.

If the carrying value of the

Discount rates for the 2012 analysis declined from those of the prior year for the reporting units providing predominately electric power and oil and gas infrastructure services due to generally more favorable market conditions for these reporting units in 2012 as compared to 2011.

Additionally, discount rates for the 2012 analysis declined from those of the prior year for the reporting unit providing predominately fiber optic licensing due to generally more favorable market conditions for this reporting unit in 2012 as compared to 2011.

Quanta accounted for this investment using the equity method of accounting, and the carrying value of Quanta’s investment in HEP was approximately $90.5 million at December 31, 2012.

maintenance contracts and fixed price and non-fixed price installation contracts.

The December 31, 2013 and 2012 balances of recognized change orders and claims included a change order from the Sunrise Powerlink project, an electric power infrastructure services project, primarily as a result of multiple customer-directed changes to the construction schedule which required PAR Electrical Contractors, Inc. (PAR), a wholly owned subsidiary of Quanta, to significantly increase its resources to the project in order to meet the customer-required completion date.

Revenues associated with this change order of approximately $165 million were accrued and recognized as a component of costs and estimated earnings in excess of billings on

uncompleted contracts.

Following completion of the project, PAR and San Diego Gas & Electric Company (SDG&E) had ongoing meetings to review project scope, costs and performance criteria in order to reach resolution on the additional work performed and pricing of the change order under the contract, which resulted in PAR and SDG&E being in agreement as to PAR’s direct costs incurred in completing the project.

Although the parties agreed upon PAR’s direct costs, the parties have been unsuccessful in agreeing on the final amount owed to PAR.

Quanta has reclassified the recognized balance related to this contract from costs and estimated earnings in excess of billings on uncompleted contracts into other assets, net as this process is not expected to conclude within the next twelve months.

As of December 31, 2013, no interest has been accrued related to this long-term receivable since the arbitration process is still ongoing.

Although Quanta believes that it is entitled to the amount PAR is seeking in the matter related to the Sunrise Powerlink project, due to the nature of those proceedings, an adverse result in that matter could have a material adverse effect on Quanta’s consolidated financial condition, results of operations and cash flows.

| 2014 | | $ | 82,043 | |

| 2015 | | | 54,631 | |

| 2016 | | | 45,193 | |

| 2017 | | | 36,220 | |

| Thereafter | | | 128,018 | |

The translation of the balance sheets at the month-end exchange rates results in translation gains or losses.

foreign currency denominated transactions.

transaction between market participants.

On January 1, 2013, Quanta adopted an update that gives entities an option to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that its indefinite-lived intangible assets are impaired.

If, based on its qualitative assessment, an entity concludes that it is more likely than not that the fair value of its indefinite-lived intangible assets is less than their carrying amount, quantitative impairment testing is required.

[removed: This _“Controls and Procedures”_] section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Our management has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, such as this Annual [removed: Report,] [added: Report on Form 10-K,] is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Based on this evaluation, these officers have concluded that, as of December 31, [removed: 2013,] [added: 2014,] our disclosure controls and procedures were effective to provide reasonable assurance of achieving their objectives.

Management’s report on internal control over financial reporting can be found in Item [removed: 8 of this Annual Report under the heading “Report of Management” and is incorporated herein by reference.][added: 8.]

The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the financial statements, and its opinion on the effectiveness of internal control over financial reporting, can also be found in Item [removed: 8 of this Annual Report under the heading “Report of Independent Registered Public Accounting Firm” and is incorporated herein by reference.][added: 8.]

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2013,] [added: 2014] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This Item 9A.

_Financial Statements and Supplementary Data_ under the heading _Report of Management_ and is incorporated herein by reference.

_Financial Statements and Supplementary Data_ under the heading _Report of Independent Registered Public Accounting Firm_ and is incorporated herein by reference.

The information required by this Item 10 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange [removed: Act,] [added: Act] within 120 days following the end of our [removed: 2013] [added: 2014] fiscal year.

The information required by this Item 11 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange [removed: Act,] [added: Act] within 120 days following the end of our [removed: 2013] [added: 2014] fiscal year.

The information required by this Item 12 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange [removed: Act,] [added: Act] within 120 days following the end of our [removed: 2013] [added: 2014] fiscal year.

The information required by this Item 13 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange [removed: Act,] [added: Act] within 120 days following the end of our [removed: 2013] [added: 2014] fiscal year.

The information required by this Item 14 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange [removed: Act,] [added: Act] within 120 days following the end of our [removed: 2013] [added: 2014] fiscal year.

The following financial statements, schedules and exhibits are filed as part of this [removed: Report:][added: Annual Report on Form 10-K:]

(1) _Financial Statements._ Reference is made to the Index to Consolidated Financial Statements on page [removed: 76] [added: 81] of this [removed: Report.][added: Annual Report on Form 10-K.]

(2) All schedules are omitted because they are not applicable or the required information is shown in the [added: consolidated] financial statements or the notes to the [added: consolidated] financial [removed: statements.][added: statements in Item 8.]

| 3.2 | | — | | Certificate of Designation of Series G Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Form 8-K (No. 001-13831) filed January 17, 2014 and incorporated herein by [removed: reference] [added: reference)] |

| 3.3 | | — | | Bylaws of Quanta Services, Inc., as amended and restated [removed: August 16, 2012] [added: March 27, 2014] (previously filed as Exhibit [removed: 3.2] [added: 3.1] to the Company’s Form 8-K (No. 001-13831) filed [removed: August 21, 2012] [added: March 31, 2014] and incorporated herein by reference) |

| 10.12* | | — | | Form of Restricted Stock Unit Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2013 (No. 001-13831) filed May 8, 2013 and incorporated herein by [removed: reference] [added: reference)] |

| [removed: 10.13*] [added: 10.14*] | | — | | Employment Agreement dated March 24, 2011, effective as of May 19, 2011, by and between Quanta Services, Inc. and James F. O’Neil III (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 25, 2011 and incorporated herein by reference) |

| 10.14* | | — | | Employment Agreement dated [removed: as of] March [removed: 29, 2012,] [added: 24, 2011,] effective as of May [removed: 17, 2012,] [added: 19, 2011,] by and between Quanta Services, Inc. and James [removed: H. Haddox] [added: F. O’Neil III] (previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s Form 8-K (No. 001-13831) filed [removed: April 2, 2012] [added: March 25, 2011] and incorporated herein by reference) |

| 10.17* | | — | | Employment Agreement dated [removed: effective] March [added: 4, 2014, effective as of January] 6, [removed: 2013] [added: 2014,] by and between Quanta Services, Inc. and [removed: Gérard J. Sonnier] [added: Jesse E. Morris] (previously filed as Exhibit [removed: 10.8] [added: 10.1] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2013] [added: 2014] (No. 001-13831) filed May 8, [removed: 2013] [added: 2014] and incorporated herein by reference) |

| [removed: 10.18*] [added: 10.22*] | | — | | [removed: 2013] [added: Quanta Services, Inc. 2014] Incentive [removed: Bonus] Plan [added: for Senior Leadership] (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March [removed: 8, 2013] [added: 7, 2014] and incorporated herein by reference) |

| [removed: 10.19*] [added: 10.23*] | | — | | Director Compensation Summary effective as of the 2013 Annual Meeting of the Board of Directors (previously filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference) |

| [removed: 10.20*] [added: 10.24*] | | — | | Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan dated effective April 30, 2013, including the Cash Deferral Election Form (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2013 (No. 001-13831) filed May 8, 2013 and incorporated herein by reference) |

| [removed: 10.21*] [added: 10.26*] | | — | | Restricted Stock Unit Deferral Election Form, pursuant to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2013 (No. 001-13831) filed May 8, 2013 and incorporated herein by reference) |

| [removed: 10.22*] [added: 10.27*] | | — | | Quanta Services, Inc. Nonqualified Deferred Compensation Plan dated January 22, 2014, including the Adoption Agreement and Plan Document (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed January 27, 2014 and incorporated herein by reference) |

| [removed: 10.23*] [added: 10.28] | | — | | Form of Amended and Restated Indemnity Agreement (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed January 31, 2012 and incorporated herein by reference) |

| [removed: 10.24*] [added: 10.18 *] | | — | | [removed: Letter] [added: Employment] Agreement dated [removed: November 19, 2012,] [added: and] effective as of [removed: December 3, 2012,] [added: September 19, 2014] by and between Quanta Services, Inc. and [removed: Kenneth W. Trawick] [added: Steven J. Kemps] (previously filed as Exhibit [removed: 10.18] [added: 10.1] to the Company’s Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2012] [added: September 30, 2014] (No. 001-13831) filed [removed: March 1, 2013] [added: November 5, 2014] and incorporated herein by reference) |