Quanta Services (PWR) 10-K risk factor changes: FY2015 vs FY2014

If any of the following risks actually occur, our business, financial condition, results of operations and cash flows could be negatively [removed: affected] [added: affected,] and we may not be able to achieve our goals or expectations.

| | • | | variations in the [added: size, scope and] margins of projects [removed: performed] [added: we perform and the mix of our customers, contracts and business] during any particular quarter; |

| | • | | liabilities associated with [added: multiemployer] pension plans in which our employees participate or withdrawals therefrom; |

| | • | | payment risk associated with the financial condition of our [removed: customers;] [added: customers, including those customers affected by the volatility of natural gas and oil prices;] |

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

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

| | • | | significant fluctuations in foreign currency exchange [removed: rates.] [added: rates;] |

_Negative economic and market [removed: conditions] [added: conditions, including continued low oil and natural gas prices,] may adversely impact our customers’ future spending as well as payment for our services and, as a result, our operations and growth._

In addition, economic and market conditions specifically affecting any of the industries we serve could adversely affect our [added: business, financial condition,] results of [removed: operations.][added: operations and cash flows.]

These risks, which are not subject to our control, include the volatility of natural gas and oil prices, the lack of [removed: demand for natural gas and oil, including from power generation from natural gas, and a slowdown in the development or discovery of natural gas and/or oil reserves.]

Specifically, lower natural gas and oil prices [added: have resulted in and] could [added: continue to] result in decreased spending by [added: some of] our customers in our Oil and Gas Infrastructure Services segment.

The [added: increase in the global supply of oil and the] significant increase in the North American supply of natural gas [added: and oil] due to ongoing development of unconventional shale formations has resulted in [removed: low] [added: significant declines in] natural gas [removed: prices for the past several years.][added: and oil prices.]

[removed: If the development or discovery of natural gas and/or oil reserves slowed or stopped as] [added: As] a [removed: result of low natural gas and oil prices or otherwise,] [added: result, our] customers [removed: could] [added: may also] reduce capital spending on mainline pipe, gas gathering and compressor systems and other related [removed: infrastructure,] [added: infrastructure in the future,] resulting in less demand for our services.

If the profitability of our [removed: business under the] Oil and Gas Infrastructure Services segment were to [added: continue to] decline, our overall financial position, results of operations and cash flows could also be adversely affected.

A reduction in cash flow or the lack of availability of debt or equity financing [removed: may] [added: for our customers could] result in a reduction in our customers’ spending for our services and may also impact the ability of our customers to pay amounts owed to us, which could have a material adverse effect on our [removed: operations] [added: business, financial condition, results of operations, cash flows] and our ability to [removed: grow at historical levels.][added: grow.]

Because the vast majority of our revenue is derived from a few industries, [added: the] regulatory and environmental requirements affecting [removed: any of] those industries [removed: would] [added: have a material effect on our business, and increased regulatory and environmental requirements in those industries could] adversely affect our [added: business, financial condition,] results of [removed: operations.][added: operations and cash flows.]

Customers in the industries we serve [added: also] face heightened regulatory and environmental requirements and stringent permitting processes [removed: as they implement plans for] [added: that impact] their projects, which can result in delays, reductions and cancellations of some of their projects.

These regulatory 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 [removed: operations] [added: business, financial condition, results of operations, cash flows] and our ability to [removed: grow at historical levels.][added: grow.]

Many projects involve challenging engineering, [added: permitting,] procurement and construction phases that may occur over extended time periods, sometimes over several years.

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

A failure by us to properly manage and invest in our equipment fleet could also negatively impact project performance and our [added: financial condition,] results of [removed: operations.][added: operations and cash flows.]

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

Our customers may change or delay various elements of a project [added: before or] after its commencement, or the design, engineering information, equipment or materials that are to be provided by the customer or other parties may be [added: preliminarily] deficient or delivered later than required by the project schedule, resulting in additional direct or indirect costs.

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

A failure to obtain adequate [added: extensions or] compensation for these matters could require us to record a reduction to amounts of [removed: revenue] [added: revenues] and gross profit recognized in prior periods under the percentage-of-completion accounting method.

We may also be required to invest significant working capital to fund cost overruns while the resolution of claims is pending, which could adversely affect [removed: liquidity and] [added: our business,] financial [added: condition,] results [removed: in any given period.][added: of operations and cash flows.]

Our ability to maintain our productivity and profitability [removed: will be] [added: is] limited by our ability to employ, train and retain [removed: skilled personnel] [added: the] necessary [removed: to meet our requirements.][added: skilled personnel.]

We [removed: cannot be certain that we will] [added: may not] be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy.

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

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

_Our use of fixed price contracts could adversely affect our [removed: business and] [added: business, financial condition,] results of [removed: operations._][added: operations and cash flows._]

We currently generate [removed: a portion] [added: some] of our revenues under fixed price contracts.

[removed: We assume] risks related to [removed: revenue and] [added: revenue,] cost [added: and profitability] on fixed-priced contracts.

| | • | | unforeseen circumstances not included in our cost estimates or covered by our contract for which we cannot obtain adequate [removed: compensation;] [added: compensation, including concealed or unknown environmental conditions;] |

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

| | • | | failure to perform [added: and delays in performance] by our project owners, suppliers or subcontractors; |

| | • | | quality issues requiring [removed: rework;] [added: rework or replacement;] |

| | • | | changes in laws [removed: and] [added: or] regulations; and |

These [removed: variations,] [added: factors,] along with other risks inherent in performing fixed price contracts may cause actual [removed: revenue] [added: revenues] and gross profits for a project to differ from [removed: those] [added: what] we originally estimated and could result in reduced profitability or losses on projects.

Depending upon the size of a particular project, [added: these] variations [removed: from the estimated contract costs] could have a significant impact on our [removed: operating] [added: business, financial condition,] results [removed: for any fiscal period.][added: of operations and cash flows.]

demand for natural gas and oil, including from power generation from natural gas, and a slowdown in the development or discovery of natural gas and/or oil reserves.

Exploration and production companies, as well as some midstream companies, have significantly reduced capital spending and are expected to continue to operate with reduced budgets for the foreseeable future.

A sustained period of lower prices, or the perceived risk of a sustained period of lower prices, may further reduce spending on exploration and production.

Additionally, if further declines in natural gas and oil prices further reduce investment in the development of resource plays and meaningfully reduce oil and natural gas production, our Electric Power Infrastructure Services segment could be negatively impacted.

For example, the low price of oil has had an adverse impact on the Canadian economy, which has impacted demand for some of our electric power services in Canada.

During depressed markets, such as the one facing the oil and natural gas industry currently, our customers may be unable to access capital markets or otherwise obtain financing for budgeted capital expenditures.

Also, as we expand our scope of services for larger projects, we may face additional performance risks due to the larger and more complex work involved.

The bidding processes for larger projects can also be longer and more complex, often taking six to nine months.

Further, regulatory and permitting delays on larger projects tend to be more challenging and cause more uncertainty as to project timing.

We assume

| | • | | delays and additional costs associated with obtaining required permits or approvals; |

| | • | | general economic conditions and the economic conditions affecting the industries we serve. |

Additionally, we may be required to pay liquidated damages under certain of our contracts if we fail to meet schedule or performance requirements, which could harm our reputation and have a material adverse impact on our business, financial condition, results of operations and cash flows.

These types of

_Our business is highly competitive, and competitive pressures can affect our business, financial condition, results of operations and cash flows._

The competitive environment we operate in can also affect the timing of contract awards and the commencement or progress of work under awarded contracts.

For example, based on rapidly changing competition dynamics, we have experienced, and may in the future experience, more competitive pricing in certain markets, such as the smaller scale transmission and distribution electric power market.

Additionally, changing competitive pressures can present difficulties in matching workforce size with available contract awards.

As a result, the competitive environment we operate in could have a material adverse effect on our business, financial condition, results of operations and cash flows and could cause our results of operations and cash flows to fluctuate significantly from quarter to quarter.

The United States is also a party to a recent global, non-binding agreement that includes a voluntary plan to reduce greenhouse gas emissions over the next decade.

We may also face competition for acquisition opportunities, and other potential acquirers may offer more favorable terms or have greater financial resources available for potential acquisitions.

Additionally, failure to successfully integrate acquired businesses could adversely impact on our business, financial condition, results of operations and cash flows.

As part of our 2015 annual test for goodwill impairment, we recorded a non-cash impairment charge of $39.8 million related to goodwill and $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets.

The extended low commodity price environment has significantly impacted certain reporting units within our Oil and Gas Infrastructure Services Division.

Specifically, lower forecasted oil and gas services revenues for our Gulf of Mexico operations and certain operations in Australia resulted in impairments of goodwill and intangible assets.

During the fourth quarter of 2015, in conjunction with our annual test for goodwill impairment, we also recorded a property and equipment impairment of $6.6 million related to certain international renewable energy services operations based on the estimated future undiscounted cash flows associated with the asset group as compared to the carrying value before the impairment.

Future events and unanticipated changes to assumptions could require additional provisions for impairment in future periods.

the projects.

The ultimate liability associated with these matters will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available.

foreign tax regulations and other laws and international treaties.

implementation of the IT solutions.

We rely heavily on computer, information, and communications technology and related systems to manage our operations and other business processes and to protect sensitive information maintained in the normal course of business.

Additionally, cyber-attacks or acts of terrorism against us, our customers and/or our vendors or other breaches of our data security could cause service disruption or loss of control of our customers’ energy infrastructure systems, which could subject us to significant liabilities and cause damage to our reputation.

Our ability to increase the current commitments under our credit facility is also dependent upon additional commitments from our lenders.

Furthermore, if we are permitted under our credit facility to seek additional debt or equity financings, we cannot be certain they will be available to us on acceptable terms or at all, as banks are often restrictive in their lending practices, and additional debt financing may include covenants that further limit our operational and financial flexibility.

For additional information on the terms of our credit facility, please read Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Instruments — Credit Facility._

The functional currencies for our foreign operations are typically the currency of the country in which the foreign operating unit is located.

Accordingly, our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar.

As the U.S. dollar strengthens against foreign currencies, our translation of foreign currency denominated revenues or expenses will result in lower U.S. dollar denominated revenues and expenses.

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| | • | | a change in the mix of our customers, contracts and business; |

The economic recovery from the recession in 2008 and 2009 has been gradual and measured, and there is continuing uncertainty in the marketplace.

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

Conversely, although higher natural gas and oil prices generally result in increased infrastructure spending by these customers, sustained high energy prices could be an impediment to economic growth and could result in reduced infrastructure spending by such customers.

Higher prices could also decrease spending on natural gas fired electricity generation facilities and related infrastructure, an important component of our electric power infrastructure services business.

Additionally, higher prices would likely reduce demand for power generation from natural gas, which could result in decreased demand for the expansion of North America’s natural gas pipeline infrastructure, and consequently result in less capital spending by these customers and less demand for our services.

A shortage in the supply of these skilled

| | • | | difficulties in obtaining required permits or approvals; |

| | • | | general economic conditions. |

This accounting method is generally accepted for fixed price contracts.

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.

_Our business is highly competitive._

In addition, relatively few barriers prevent entry into some areas of our business.

We are currently experiencing the impacts of competitive pricing in certain of the markets we serve, such as the electric power market with respect

to smaller scale transmission projects and distribution services.

Therefore, they may be able to provide their services at lower rates than we are able to provide.

In addition, we may be required under contractual

Some of our competitors may offer more favorable terms than us or have greater financial resources than we do.

Acquisitions that we may pursue may also involve significant cash expenditures, the incurrence or assumption of debt or burdensome regulatory requirements.

Issues related to the integration process may result in adverse impact to our revenues, earnings and cash flows.

_New federal or state telecommunications regulations, or changes in, or interpretations of, existing regulations, could adversely affect our Fiber Optic Licensing and Other segment._

Many of our Fiber Optic Licensing and Other segment customers benefit from the Universal Service “E-rate” program, which was established by Congress in the 1996 Telecommunications Act and is administered by the Universal Service Administrative Company (USAC) under the oversight of the Federal Communications Commission (FCC).

Under the E-rate program, schools, libraries and certain healthcare facilities may receive subsidies for certain approved telecommunications services, internet access and internal connections.

From time to time, bills have been introduced in Congress that would eliminate or curtail the E-rate program.

Passage of such actions by the FCC or USAC to further limit E-rate subsidies could decrease the demand by certain customers for the services offered by our Fiber Optic Licensing and Other segment.

The licensing services we provide through our Fiber Optic Licensing and Other segment are subject to regulation by the FCC, to the extent that they are interstate telecommunications services, and by state regulatory agencies, when wholly within a particular state.

To remain eligible to provide services under the E-rate program, we must maintain telecommunications authorizations in every state where we operate, and we must obtain such authorizations in any new state where we plan to operate.

Changes in federal or state regulations could reduce the profitability of our Fiber Optic Licensing and Other segment, and delays in obtaining new authorizations could inhibit our ability to grow our Fiber Optic Licensing and Other segment in new geographic areas.

We could be subject to fines if the FCC or a state regulatory agency were to determine that any of our activities or positions are not in compliance with certain regulations.

If the profitability of our Fiber Optic Licensing and Other segment were to decline, or if the business of this segment were to become subject to fines, our overall results of operations and cash flows could also be adversely affected.

_Our fiber optic services are capital intensive, require substantial investments, may expose us to industry specific risks and may have returns on investments that are less than expected._

Our fiber optic licensing business requires substantial amounts of capital investment to build out new fiber networks.

In 2015, our proposed capital expenditures for our fiber optic licensing business are approximately $50 million to $60 million, $16.8 million of which is related to committed licensing arrangements as of December 31, 2014.

Although we generally do not commit capital to new networks until we have a committed license arrangement in place with at least one customer, we may not be able to recoup our initial investment in the network, and we may not realize a return on the capital investment for an extended period of time.

Furthermore, the amount of capital that we invest in our fiber optic network may exceed planned expenditures as a result of various factors, including difficulty in obtaining permits or rights of way or unexpected increases in costs due to labor, materials or project productivity, which would result in a decrease in the returns on our capital investments if licensing fees for the network were committed and could not be renegotiated.

New or developing technologies or significant competition in any of our markets could also negatively impact our fiber optic licensing business.

Any of these events could adversely affect our results of operations or result in an impairment of our fiber optic network.

Our expansion into the lit services market exposes us to additional risks, as we will be providing access to the fiber network that we own, as well as providing networking equipment and assuming responsibility for network management and service quality.

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

Our consolidated revenues for the year ended December 31, [removed: 2014] [added: 2015] were approximately [removed: $7.85] [added: $7.57] billion, of which [removed: 67%] [added: 65%] was attributable to the Electric Power Infrastructure Services [removed: segment, 31%] [added: segment and 35%] to the Oil and Gas Infrastructure Services [removed: segment and 2% to the Fiber Optic Licensing and Other] segment.

For internal management purposes, [added: following the disposition of our fiber optic licensing operations,] we are organized into [removed: three] [added: two] internal divisions, namely, the Electric Power [removed: Division,] [added: Infrastructure Services Division and] the Oil and Gas Infrastructure [removed: Division and the Fiber Optic Licensing] [added: Services] Division.

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

Our operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of infrastructure services under a single customer contract or provide services across [removed: industries —] [added: industries,] for example, joint trenching projects to install distribution lines for electric power and natural gas customers.

To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, installation of traffic networks and the installation of cable and control systems for light rail [removed: lines.][added: lines and limited ancillary telecommunication infrastructure services.]

Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production [added: systems, storage] systems and compressor and pump stations, as well as related trenching, directional boring and automatic welding services.

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 [removed: U.S. based] [added: U.S.-based] general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense [removed: that is] [added: the results of which are] generally included in our Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States [removed: that is] [added: the results of which are] generally included in our Electric Power Infrastructure Services segment.

The aggregate consideration [removed: paid] for these acquisitions [removed: consisted of] [added: was] approximately [removed: $284.3] [added: $279.5] 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 aggregate value of the securities issued [removed: related to 2014 acquisitions] on the [removed: respective closing or] settlement dates of the [removed: acquisitions,] [added: acquisitions] totaled approximately $134.5 million.

These variations are influenced by weather, customer spending patterns, bidding seasons, [removed: project timing and schedules, and holidays.][added: receipt of required regulatory approvals,]

[removed: As a result, our] [added: Our] volume of business may be adversely affected by declines or delays in new projects [removed: in various] [added: due to cyclicality, which may vary by] geographic [removed: regions,] [added: region,] including the United States, Canada and Australia.

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

The recent decline in oil [added: and natural gas] prices has [removed: created uncertainty with respect to the] [added: impacted] demand for [added: some of] our [removed: oil and gas] infrastructure services [removed: in the near term,] and [removed: it is also uncertain if, or for how long, oil] [added: could continue to do so if] prices [removed: will] [added: further decline or] remain at lower levels.

[removed: Over time,] [added: However,] we expect that, as the current oversupply of global oil corrects and global demand for oil [removed: increases,] [added: increases over time,] oil prices could recover from current [removed: levels.][added: levels over the long term.]

We believe [removed: that, at a minimum, medium and long term] [added: that long-term] production of [added: natural gas and] oil from North American unconventional shale formations and the Canadian oil sands will continue, which [removed: will] [added: we expect to] create demand for our infrastructure services over time.

We are closely monitoring our customers and the effect that changes in economic and market conditions have [removed: had] or may have on them.

Certain of our customers 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 [removed: anticipate that these issues may continue to affect demand for some of our services in the near-term.]

As mentioned previously, there have been significant decreases in oil prices [added: and natural gas prices] since mid-2014.

[removed: otherwise, customers may reduce] [added: Reduced] capital spending on mainline pipe, gas gathering and compressor systems and other related [removed: infrastructure, resulting] [added: infrastructure would result] in less demand for our services.

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 [removed: long-term.][added: long term.]

[added: _Seasonal and geographical._] As discussed previously, seasonal patterns can have a significant impact on margins.

[added: _Weather._] Adverse or favorable weather conditions can impact gross margins in a given period.

For example, [removed: snow] [added: snowfall] or rainfall in the areas in which we operate may negatively impact our revenues and margins due to reduced productivity, as projects may be delayed or temporarily placed on hold until weather conditions improve.

[added: _Revenue mix._] The mix of revenues derived from the industries we serve [added: and the types of services we provide within an industry] will impact margins, as certain industries [added: and services] provide higher margin opportunities.

[added: _Service and maintenance versus installation._] Installation work is often performed on a fixed price basis, while maintenance work is often performed under pre-established or negotiated prices or cost-plus pricing arrangements.

[added: _Subcontract work._] Work that is subcontracted to other service providers generally yields lower margins.

[added: _Materials versus labor._] Typically, our customers are responsible for supplying their own materials on projects; however, for some of our contracts, we may agree to procure all or part of the required materials.

[removed: _Insurance_.][added: _Self-Insurance_]

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

[added: _Performance risk._] Margins may fluctuate because of the volume of work and the impacts of pricing and job productivity, which can be affected both favorably and negatively by weather, geography, customer decisions and crew productivity.

Productivity can be influenced by many factors, including where the work is performed [removed: (e.g.,] [added: (_e.g.,_] rural versus urban area or mountainous or rocky area versus open terrain), whether the work is on an open or encumbered right of way, the impacts of inclement weather or the effects of environmental restrictions or regulatory delays.

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

[removed: Selling, general and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, office rent and utilities, communications,] professional fees, bad debt expense, acquisition costs, gains and losses on the sale of property and equipment, letter of credit fees and maintenance, training and conversion costs related to the implementation of an information technology solution.

Additionally, the results of operations [removed: of the telecommunications subsidiaries] [added: for our fiber optic licensing operations, which were] disposed of on [removed: December 3, 2012] [added: August 4, 2015,] have been reclassified from continuing operations to income from discontinued [removed: operations.][added: operations for all periods presented.]

| | | [removed: 2014] [added: 2015] | | | | | | | | [removed: 2013] [added: 2014] | | | | | | | | [removed: 2012] [added: 2013] | | | | | | |

| Interest expense | | | [removed: (4,765] [added: (8,024] | ) | | | (0.1 | ) | | | [removed: (2,668] [added: (4,765] | ) | | | — | | | | [removed: (3,746] [added: (2,668] | ) | | | (0.1 | ) |

| Equity in earnings (losses) of unconsolidated affiliates, including gain on sale of investment | | | [removed: (332] [added: (466] | ) | | | — | | | | [removed: 112,744] [added: (332] | [added: )] | | | [removed: 1.7] [added: —] | | | | [removed: 2,084] [added: 112,744] | | | | [removed: —] [added: 1.8] | |

| Less: Net income attributable to non-controlling interests | | | [removed: 18,368] [added: 10,917] | | | | [removed: 0.2] [added: 0.1] | | | | [removed: 19,388] [added: 18,368] | | | | 0.3 | | | | [removed: 16,027] [added: 19,388] | | | | 0.3 | |

| Net income attributable to common stock | | $ | [removed: 296,714] [added: 310,907] | | | | [removed: 3.8] [added: 4.1] | % | | $ | [removed: 401,921] [added: 296,714] | | | | [removed: 6.2] [added: 3.8] | % | | $ | [removed: 306,629] [added: 401,921] | | | | [removed: 5.2] [added: 6.3] | % |

As a result of the sale of our fiber optic licensing operations on August 4, 2015, we have presented our fiber optic licensing operations as discontinued operations and our ancillary telecommunications infrastructure services as part of our Electric Power Infrastructure Services segment.

During 2015, we acquired 11 companies.

The results of eight of the acquired companies are generally included in our Electric Power Infrastructure Services segment.

These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada.

The results of the remaining three acquired companies are generally included in our Oil and Gas Infrastructure Services segment.

These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia.

The aggregate consideration for these acquisitions consisted of approximately $110.4 million paid or payable in cash, subject to net working capital

adjustments, 461,037 shares of Quanta common stock valued on the settlement dates of the acquisitions at approximately $10.1 million, and $1.0 million in contingent consideration.

As these transactions were effective during 2015, the results have been included in our consolidated financial statements beginning on the respective dates of acquisition.

These acquisitions should enable us to further enhance our electric power and oil and gas infrastructure service offerings in the United States, Canada and Australia.

On April 29, 2015, we entered into a stock purchase agreement with Crown Castle International Corp. pursuant to which we agreed to sell our fiber optic licensing operations.

The purchase agreement contained customary representations and warranties, covenants and indemnities.

On August 4, 2015, we completed the sale for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million.

In the third quarter of 2015, we recognized a net of tax gain of approximately $171 million.

We have presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in our consolidated financial statements.

permits and rights of way, project timing and schedules, and holidays.

For example, in connection with larger, more complicated projects, the timing of obtaining permits and other approvals may be delayed, and we may need to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on such projects when they move forward.

Furthermore, significant declines in oil and natural gas prices since mid-2014 have cast uncertainty on the demand for our oil and gas infrastructure services, which may be exacerbated if we experience a sustained period of lower oil and natural gas prices.

anticipate that these issues may continue to affect demand for some of our services in the near term.

We have experienced a decrease in demand for some of our services, primarily infrastructure services in Australia, Canada and the Gulf of Mexico, as a result of low oil prices.

Further declines in prices or a sustained period of low prices could result in further reduction of our customers’ capital spending on mainline pipe and/or other midstream infrastructure, such as gathering systems and other related infrastructure, resulting in less demand for our services.

_Larger versus smaller transmission projects._ We may experience a decrease or fluctuations in margins when, as was the case in 2015, larger electric transmission projects across the industry experience significant delays.

This has, and may again in the future, lead to an increasingly competitive smaller transmission market, as competitors more aggressively pursue higher volumes of work to absorb fixed costs.

A greater mix of smaller transmission work also could negatively impacts margins due to the inefficiency of transitions between smaller projects versus the continuous production on larger projects.

We believe that the delay in larger transmission projects is temporary, as a number of large projects are awaiting permitting and other approvals.

In the event that we believe delays are temporary, we may choose to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we were strategically positioned to deliver on larger, more complicated electric transmission projects when they move forward, as was the case in 2015.

Selling, general and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, office rent and utilities, communications,

| Revenues | | $ | 7,572,436 | | | | 100.0 | % | | $ | 7,747,229 | | | | 100.0 | % | | $ | 6,411,577 | | | | 100.0 | % |

| Cost of services (including depreciation) | | | 6,648,771 | | | | 87.8 | | | | 6,578,435 | | | | 84.9 | | | | 5,424,644 | | | | 84.6 | |

| Gross profit | | | 923,665 | | | | 12.2 | | | | 1,168,794 | | | | 15.1 | | | | 986,933 | | | | 15.4 | |

| Selling, general and administrative expenses | | | 592,863 | | | | 7.8 | | | | 705,477 | | | | 9.1 | | | | 485,069 | | | | 7.6 | |

| Amortization of intangible assets | | | 34,848 | | | | 0.5 | | | | 34,257 | | | | 0.5 | | | | 25,865 | | | | 0.4 | |

| Asset impairment charges | | | 58,451 | | | | 0.8 | | | | — | | | | — | | | | — | | | | — | |

| Operating income | | | 237,503 | | | | 3.1 | | | | 429,060 | | | | 5.5 | | | | 475,999 | | | | 7.4 | |

| Interest income | | | 1,493 | | | | — | | | | 3,736 | | | | — | | | | 3,378 | | | | 0.1 | |

| Other income (expense), net | | | (1,831 | ) | | | — | | | | (1,100 | ) | | | — | | | | (1,133 | ) | | | — | |

| Income from continuing operations before income taxes | | | 228,675 | | | | 3.0 | | | | 426,599 | | | | 5.5 | | | | 588,320 | | | | 9.2 | |

| Provision for income taxes | | | 97,472 | | | | 1.3 | | | | 139,007 | | | | 1.8 | | | | 196,875 | | | | 3.1 | |

| Net income from continuing operations | | | 131,203 | | | | 1.7 | | | | 287,592 | | | | 3.7 | | | | 391,445 | | | | 6.1 | |

| Net income from discontinued operations, net of taxes | | | 190,621 | | | | 2.5 | | | | 27,490 | | | | 0.4 | | | | 29,864 | | | | 0.5 | |

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 customers.

require judgment on the part of management.

The Fiber Optic Licensing and Other segment designs, procures, constructs, maintains and owns fiber optic telecommunications infrastructure in select markets and licenses the right to use these point-to-point fiber optic telecommunications facilities to our customers pursuant to licensing agreements, typically with terms from five to twenty-five years, inclusive of certain renewal options.

Under those agreements, customers are provided the right to use a portion of the capacity of a fiber optic network, with the network owned and maintained by us.

We are also expanding our 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.

We believe market opportunities exist for lit services that will enable us to leverage capacities of our dark fiber networks, as well as providing other attractive growth opportunities.

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

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

The Fiber Optic Licensing and Other segment also provides various telecommunication infrastructure services on a limited and ancillary basis, primarily to our customers in the electric power industry.

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.

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

The aggregate consideration for these acquisitions consisted of approximately $57.5 million in cash, 1,927,113 shares of our common stock valued, as of the respective dates of acquisition, at approximately $37.3 million and the repayment of $11.0 million in debt.

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.

On December 3, 2012, we sold substantially all of our domestic telecommunications infrastructure services operations and related subsidiaries.

Oil prices have declined significantly over the past several months.

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

_Seasonal and geographical_.

_Weather_.

_Revenue mix_.

_Service and maintenance versus installation_.

_Subcontract work_.

_Materials versus labor_.

_Performance risk_.

_Foreign currency risk_.

| Revenues | | $ | 7,851,250 | | | | 100.0 | % | | $ | 6,522,842 | | | | 100.0 | % | | $ | 5,920,269 | | | | 100.0 | % |

| Cost of services (including depreciation) | | | 6,617,730 | | | | 84.3 | | | | 5,467,389 | | | | 83.8 | | | | 4,982,562 | | | | 84.2 | |

| Gross profit | | | 1,233,520 | | | | 15.7 | | | | 1,055,453 | | | | 16.2 | | | | 937,707 | | | | 15.8 | |

| Selling, general and administrative expenses | | | 722,038 | | | | 9.2 | | | | 501,010 | | | | 7.7 | | | | 434,894 | | | | 7.3 | |

| Amortization of intangible assets | | | 35,907 | | | | 0.4 | | | | 27,515 | | | | 0.4 | | | | 37,691 | | | | 0.6 | |

| Operating income | | | 475,575 | | | | 6.1 | | | | 526,928 | | | | 8.1 | | | | 465,122 | | | | 7.9 | |

| Interest income | | | 3,741 | | | | — | | | | 3,380 | | | | 0.1 | | | | 1,471 | | | | — | |

| Other income (expense), net | | | (1,102 | ) | | | — | | | | (1,135 | ) | | | (0.1 | ) | | | (351 | ) | | | — | |

| Income from continuing operations before income taxes | | | 473,117 | | | | 6.0 | | | | 639,249 | | | | 9.8 | | | | 464,580 | | | | 7.8 | |

| Provision for income taxes | | | 157,408 | | | | 2.0 | | | | 217,940 | | | | 3.3 | | | | 158,859 | | | | 2.6 | |

| Net income from continuing operations | | | 315,709 | | | | 4.0 | | | | 421,309 | | | | 6.5 | | | | 305,721 | | | | 5.2 | |

| Income (loss) from discontinued operations, net of taxes | | | (627 | ) | | | — | | | | — | | | | — | | | | 16,935 | | | | 0.3 | |

| Net income | | | 315,082 | | | | 4.0 | | | | 421,309 | | | | 6.5 | | | | 322,656 | | | | 5.5 | |

| Net income from continuing operations | | $ | 297,341 | | | | 3.8 | % | | $ | 401,921 | | | | 6.2 | % | | $ | 289,694 | | | | 4.9 | % |

| Net income (loss) from discontinued operations | | | (627 | ) | | | — | | | | — | | | | — | | | | 16,935 | | | | 0.3 | |

[removed: In accordance with our investment policies, these] institutions are authorized to invest this cash in a diversified portfolio of what we believe to be high-quality investments, which primarily include interest-bearing demand deposits and money market mutual funds with original maturities of three months or less.

_Interest Rate Risk._ As of December 31, [removed: 2014,] [added: 2015,] we had no derivative financial instruments to manage interest rate risk.

As of December 31, [removed: 2014,] [added: 2015,] the fair value of our variable rate debt of [removed: $68.8] [added: $466.9] million approximated book value.

Our weighted average interest rate for the year ended December 31, [removed: 2014] [added: 2015] was [removed: 2.71%.][added: 1.79%.]

The effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be [removed: negligible.][added: approximately $2.3 million based on our December 31, 2015 balance of variable rate debt.]

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

We are [added: also] 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 [added: foreign] currency risk on a cash flow basis.

There were no outstanding foreign currency derivative contracts at December 31, [removed: 2014.][added: 2015.]

In accordance with our investment policies, these

_Foreign Currency Risk._ The U.S. dollar is the functional currency for the majority of our operations, which are primarily located within the United States.

The functional currency for our foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located.

During 2015, revenues from our foreign operations accounted for 20.4% of our consolidated revenues.

Fluctuations in foreign exchange rates during the year ended December 31, 2015 caused an approximate decrease of $227 million in foreign revenues compared to the year ended December 31, 2014.

We also have foreign exchange risk related to cash and cash equivalents in foreign banks.

Based on the balance of cash and cash equivalents in foreign banks of $112.7 million as of December 31, 2015, an assumed 5% adverse change to foreign exchange rates would result in a fair value decline of $5.6 million.

Fluctuations in fair value are recorded in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity.

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

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

Our consolidated revenues for the year ended December 31, [removed: 2014] [added: 2015] were approximately [removed: $7.85] [added: $7.57] billion, of which [removed: 67%] [added: 65%] was attributable to the Electric Power Infrastructure Services [removed: segment, 31%] [added: segment and 35%] to the Oil and Gas Infrastructure Services [removed: 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: 24,600] [added: 24,500] employees as of December 31, [removed: 2014,] [added: 2015,] which enables us to [removed: quickly, reliably] [added: quickly] and [removed: cost-effectively] [added: reliably] serve a diversified customer base.

| • American Electric Power Company, Inc. | | • [removed: Google Inc.] [added: ITC Holdings Corp.] |

| • Anchorage Municipal Light & Power | | • [removed: Kinder Morgan, Inc.] [added: Marathon Pipeline, LLC] |

| • Australia Pacific LNG | | • [removed: MidAmerican] [added: Nalcor] Energy [removed: Company] |

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

| • Central Maine Power Company | | • [removed: Puget Sound Energy] [added: PPL EnergyPlus] |

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

| • [removed: Duke Energy Corporation] [added: Enbridge, Inc.] | | • Southern California Edison Co. |

| • [removed: Enbridge, Inc.] [added: Entergy Corporation] | | • Suncor Energy Inc. |

| • Enterprise Products Partners L.P. | | • [removed: TransCanada Corporation] [added: Tallgrass Energy] |

| • [removed: Exelon Corporation] [added: Eversource Energy] | | • United States Department of Defense |

| • [removed: ExxonMobil Corporation] [added: First Energy] | | • Williams Companies Inc. |

| • [removed: First Energy] [added: Georgia Power] | | • Xcel Energy Inc. |

We continue to evaluate potential acquisitions of companies with strong management teams and good reputations and believe that our financial strength and experienced management team [removed: is] [added: are] attractive to potential acquisition targets.

These [removed: economic] [added: economic,regulatory] and [removed: regulatory] [added: other] factors have negatively affected [removed: the timing of] demand for our services in the past and may create uncertainty with regard to anticipated customer spending in future periods.

[removed: Accordingly, we] [added: We] have presented the results of operations, financial [removed: position and] [added: position,] cash flows [added: and disclosures] of [removed: such telecommunications subsidiaries] [added: the fiber optic licensing operations] as discontinued operations for all [removed: applicable] periods [removed: presented] in [removed: this Annual Report on Form 10-K.][added: our consolidated financial statements.]

The following is an overview of the types of services provided by each of our reportable [removed: segments and certain of the long-term industry trends impacting each segment.][added: segments.]

[added: 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.

In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure to transport [removed: power to demand centers.][added: power.]

To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, installation of traffic networks and the installation of cable and control systems for light rail [removed: lines.][added: lines and limited ancillary telecommunication infrastructure services.]

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.

Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production [added: systems, storage] systems and compressor and pump stations, as well as related trenching, directional boring and automatic welding services.

We operate primarily in the United States; however, we derived [removed: $1.89] [added: $1.54] billion, [removed: $1.31] [added: $1.89] billion and [removed: $861.5 million] [added: $1.31 billion] of our revenues from foreign operations during the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

Of our foreign revenues, approximately [removed: 82%, 86%] [added: 85%, 82%] and [removed: 96%] [added: 86%] were earned in Canada during the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

In addition, we held property and equipment in the amount of [removed: $372.9] [added: $317.6] million and [removed: $196.8] [added: $372.9] million in foreign countries, primarily Canada, as of December 31, [removed: 2014] [added: 2015] and [removed: 2013.][added: 2014.]

We have a large and diverse customer base, including many of the leading companies in [removed: the industries we serve.]

Our 10 largest customers accounted for approximately [removed: 32%] [added: 36%] of our consolidated revenues during the year ended December 31, [removed: 2014.][added: 2015.]

Our largest customer accounted for approximately [removed: 6%] [added: 8%] of our consolidated revenues for the year ended December 31, [removed: 2014.][added: 2015.]

Our operating unit management teams build upon existing customer relationships to secure additional projects and increase [removed: revenue] [added: revenues] from our current customer base.

Many of these customer relationships originated decades ago and are maintained through a partnering approach [removed: to] [added: with] account management that includes project evaluation and consulting, quality performance, performance measurement and direct customer contact.

Many of [removed: these] [added: our strategic] relationships [added: with customers] take the form of strategic alliance or long-term maintenance agreements.

Our backlog represents the amount of consolidated [removed: revenue] [added: revenues] that we expect to realize from future work under construction contracts, long-term maintenance [removed: contracts,] [added: contracts and] master service agreements [removed: (MSAs) and licensing agreements.][added: (MSAs).]

The following table presents our total backlog by reportable segment as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] along with an estimate of the backlog amounts expected to be realized within 12 months of each balance sheet date (in thousands):

| | | Backlog as of December 31, [removed: 2014] [added: 2015] | | | | | | | | Backlog as of December 31, [removed: 2013] [added: 2014] | | | | | | |

| Oil and Gas Infrastructure Services | | | [removed: 1,824,610] [added: 1,900,845] | | | | [removed: 2,520,635] [added: 3,073,950] | | | | [removed: 1,515,612] [added: 1,824,610] | | | | [removed: 2,218,503] [added: 2,520,635] | |

Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and [removed: while we did not experience any material cancellations during the current periods,] most of our contracts may be terminated, typically upon 30 to 90 [removed: days] [added: days’] notice, even if we are not in default under the contract.

In addition, many of our [removed: MSAs, as well as contracts for fiber optic licensing,] [added: MSAs] are subject to renewal options.

As of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] MSAs accounted for approximately [removed: 38%] [added: 45%] and [removed: 31%] [added: 39%] of our estimated 12 month backlog and approximately [removed: 45%] [added: 50%] and [removed: 44%] [added: 47%] of total backlog.

As a result of the sale of our fiber optic licensing operations on August 4, 2015, we have presented our fiber optic licensing operations as discontinued operations and our ancillary telecommunications infrastructure services as part of our Electric Power Infrastructure Services segment for all periods presented in the accompanying consolidated financial statements.

| • Ameren Corporation | | • Google Inc. |

| • American Transmission Co. | | • Kinder Morgan, Inc. |

| • APA Group | | • Maurepas Pipeline, LLC |

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

| • Cenovus Energy Inc. | | • NiSource |

| • Columbia Pipeline Group | | • Puget Sound Energy |

| • Duke Energy Corporation | | • Spectra Energy |

| • Exelon Corporation | | • TransCanada Corporation |

| | | |

| | | |

Further, significant declines in oil prices and natural gas prices, since mid-2014 have reduced demand for some of our oil and gas infrastructure services, which could persist if market uncertainty continues due to an extended period of low oil and natural gas prices.

On April 29, 2015, we entered into a stock purchase agreement with Crown Castle International Corp. (Crown Castle) pursuant to which we agreed to sell our fiber optic licensing operations.

The purchase agreement contained customary representations and warranties, covenants and indemnities.

On August 4, 2015, we completed the sale for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million.

In the third quarter of 2015, we recognized a net of tax gain of approximately $171 million.

_Risk Factors_ and Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ for additional information and discussion regarding the impact of currency rate fluctuations.

the industries we serve.

| Electric Power Infrastructure Services | | $ | 3,307,837 | | | $ | 6,312,947 | | | $ | 3,395,094 | | | $ | 6,715,593 | |

| Total | | $ | 5,208,682 | | | $ | 9,386,897 | | | $ | 5,219,704 | | | $ | 9,236,228 | |

benefits through a collective bargaining agreement may make contributions through a payroll deduction.

Our operating units have established safety programs, policies and procedures requiring that employees complete prescribed training and service programs prior to starting work.

Additionally, we have implemented two enterprise-wide programs, an Automated External Defibrillator (AED) program, which provides AEDs to all of our crews, and a Flame Resistant Personal Protection Equipment (FR) program, which provides fire resistant clothing to employees that are potentially exposed to flames or

electrical arcs.

During 2015, we also completed a training facility that includes electric power and pipeline infrastructure, which will help facilitate classroom and on-the-job training programs and allow us to train employees in a controlled environment without the challenges of limited structure access and live utility constraints.

Therefore, significant changes in historical weather

Please read the section entitled _Seasonality; Fluctuations of Results; Economic Conditions_ included in Item 7.

Investors and others should note that we announce material financial information and make other public disclosures of information regarding Quanta through SEC filings, press releases, public conference calls, and our website.

We also utilize social media to communicate this information, and it is possible that the information we post on social media could be deemed material.

Accordingly, we encourage investors, the media and others interested in our company to follow Quanta, and review the information we post, on the social media channels listed on our website in the _Investors & Media_ section.

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 customers.

| • Ameren Corporation | | • Georgia Power |

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

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

| • Bird Construction | | • Northeast Utilities System |

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

| • Cenovus Energy Inc. | | • Piedmont Natural Gas Company, Inc. |

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

However, in recent periods we have experienced an increase in project awards and demand for our services, and many projects that had been negatively impacted by regulatory delays have overcome those challenges and commenced construction.

On December 3, 2012, we sold substantially all of our domestic telecommunications infrastructure services operations and related subsidiaries.

Services performed by the Electric Power Infrastructure Services segment

Several industry trends provide opportunities for growth in demand for the services provided by the Electric Power Infrastructure Services segment, including the need to improve the reliability of aging power infrastructure, the expected long-term increase in demand for electric power and the incorporation of renewable generation and other new power generation sources into the North American power grid.

We believe that we are the partner of choice for our electric power and renewable energy customers in need of broad infrastructure expertise, specialty equipment and workforce resources.

Demand for electricity in North America is expected to grow over the long term.

North America’s electric power grid was not designed or constructed to serve today’s power needs and is not adequate to serve the power needs of the future.

The electric power grid is aging, continues to deteriorate and lacks redundancy.

The increasing demand for electricity, coupled with the aging infrastructure, has affected and will continue to affect reliability, requiring utilities to upgrade and expand their existing transmission and distribution systems.

Current federal legislation also requires the power industry to meet federal reliability standards for its transmission and distribution systems.

These system upgrades are resulting in increased spending and increased demand for our services in the near-term, and we expect this will continue over the long-term as well.

As demand for power grows, the need for new power generation facilities will grow as well.

The future development of new traditional power generation facilities, as well as renewable energy sources such as solar, wind and certain types of natural gas generation facilities, will require new or expanded transmission infrastructure to transport power to demand centers.

Renewable energy in particular often requires significant transmission infrastructure due to the remote location of renewable sources of energy.

As a result, we anticipate that future development of new power generation will lead to increased demand over the long-term for our electric transmission design and construction services as well as our substation engineering and installation services.

The significant improvement in access to natural gas resources 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 lower levels going forward.

As a result, it is anticipated that the amount of electricity generated by natural gas powered plants will increase and the majority of new fossil fuel generation facilities built in North America for the foreseeable future will be fueled by natural gas.

Further, the Environmental Protection Agency (EPA) has implemented certain emissions regulations that are resulting in the development of natural gas generation facilities to replace coal generation plants that are being retired in order to comply with the new regulations.

These dynamics are anticipated to result in the need for new transmission and substation infrastructure to be built in North America to interconnect new natural gas fired generation facilities.

It is also anticipated that modifications to and reengineering of existing transmission and substation infrastructure will be required when existing coal generation facilities are retired or shut down.

We consider renewable energy, including solar, wind and certain types of natural gas generation facilities, to be an ongoing opportunity for our engineering, project management and installation services.

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.

Renewable portfolio standards (RPS), which mandate that renewable energy constitute a specified percentage of a utility’s power generation by a specified date, exist in many states.

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

Further, we have the financial strength to selectively provide financing solutions to customers in a modest but strategic way to help facilitate the development of renewable energy and other projects and also potentially create construction backlog for us.

Certain legislative and regulatory actions may also increase demand for our electric power infrastructure services.

For example, in July 2011, the Federal Energy Regulatory Commission (FERC) issued Order No. 1000, which establishes transmission planning and cost allocation requirements for public utility transmission providers that are intended to facilitate multi-state electric transmission lines.

The order requires planning for transmission to occur on both a local and regional basis and to take into account transmission needs driven by public policy requirements.

It also provides rules for cost allocation across areas so that transmission costs are paid for by the beneficiaries of the infrastructure to be developed.

The order also removes certain rights of first refusal from FERC-approved tariffs and agreements, which is intended to encourage a more competitive marketplace for transmission infrastructure development and allow development to occur more quickly.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

| Common Stock, [removed: $.00001] [added: $0.00001] par value | | New York Stock Exchange |

As of June 30, [removed: 2014] [added: 2015] (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: $7.3] [added: $5.7] billion.

As of February 23, [removed: 2015,] [added: 2016,] the number of outstanding shares of Common Stock of the Registrant was [removed: 204,133,234.][added: 152,907,166.]

As of the same date, 3,500,000 exchangeable shares of a Canadian subsidiary of the Registrant associated with one share of Series F Preferred Stock of the Registrant were outstanding, [removed: 899,858] [added: 449,929] exchangeable shares of a Canadian subsidiary of the Registrant associated with one share of Series G Preferred Stock of the Registrant were 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: 2015] [added: 2016] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

For the Year Ended December 31, [removed: 2014][added: 2015]

| ITEM 1. | | [removed: [Business](#tx834546_1)] [added: [Business](#tx69866_1)] | | | 2 | |

| ITEM 1A. | | [Risk [removed: Factors](#tx834546_2)] [added: Factors](#tx69866_2)] | | | [removed: 13] [added: 10] | |

| ITEM 1B. | | [Unresolved Staff [removed: Comments](#tx834546_3)] [added: Comments](#tx69866_3)] | | | [removed: 33] [added: 29] | |

| ITEM 2. | | [removed: [Properties](#tx834546_4)] [added: [Properties](#tx69866_4)] | | | [removed: 33] [added: 30] | |

| ITEM 3. | | [Legal [removed: Proceedings](#tx834546_5)] [added: Proceedings](#tx69866_5)] | | | [removed: 34] [added: 30] | |

| ITEM 4. | | [Mine Safety [removed: Disclosures](#tx834546_6)] [added: Disclosures](#tx69866_6)] | | | [removed: 34] [added: 30] | |

| ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx834546_7)] [added: Securities](#tx69866_7)] | | | [removed: 35] [added: 31] | |

| ITEM 6. | | [Selected Financial [removed: Data](#tx834546_8)] [added: Data](#tx69866_8)] | | | [removed: 38] [added: 34] | |

| ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx834546_9)] [added: Operations](#tx69866_9)] | | | [removed: 40] [added: 36] | |

| ITEM 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx834546_10)] [added: Risk](#tx69866_10)] | | | [removed: 80] [added: 78] | |

| ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#tx834546_11)] [added: Data](#tx69866_11)] | | | [removed: 81] [added: 80] | |

| ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx834546_12)] [added: Disclosure](#tx69866_12)] | | | 139 | |

| ITEM 9A. | | [Controls and [removed: Procedures](#tx834546_13)] [added: Procedures](#tx69866_13)] | | | 139 | |

| ITEM 9B. | | [Other [removed: Information](#tx834546_14)] [added: Information](#tx69866_14)] | | | 140 | |

| ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx834546_15)] [added: Governance](#tx69866_15)] | | | 141 | |

| ITEM 11. | | [Executive [removed: Compensation](#tx834546_16)] [added: Compensation](#tx69866_16)] | | | 141 | |

| ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx834546_17)] [added: Matters](#tx69866_17)] | | | 141 | |

| ITEM 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx834546_18)] [added: Independence](#tx69866_18)] | | | 141 | |

| ITEM 14. | | [Principal Accounting Fees and [removed: Services](#tx834546_19)] [added: Services](#tx69866_19)] | | | 141 | |

| ITEM 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx834546_20)] [added: Schedules](#tx69866_20)] | | | 142 | |

10-K 1 d69866d10k.htm FORM 10-K

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10-K 1 d834546d10k.htm FORM 10-K

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

As of December 31, [removed: 2014,] [added: 2015,] we owned [removed: 47] [added: 48] of the facilities we occupy, many of which are encumbered by a security interest granted under our credit agreement, and we leased the remainder.

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

As of December 31, [removed: 2014,] [added: 2015,] the total size of the rolling-stock fleet was approximately [removed: 28,123] [added: 36,778] units.

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

| Year Ended December 31, [removed: 2013] [added: 2015] | | | | | | | | |

| 1st Quarter | | $ | 29.94 | | | $ | [removed: 27.57] [added: 25.67] | |

On February 23, [removed: 2015,] [added: 2016,] there were [removed: 791] [added: 756] holders of record of our common stock, 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.

Unregistered Sales of Securities During the Fourth Quarter of [removed: 2014][added: 2015]

Issuer Purchases of Equity Securities During the Fourth Quarter of [removed: 2014][added: 2015]

The following table contains information about our purchases of equity securities during the three months ended December 31, [removed: 2014.][added: 2015.]

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

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

| [removed: (2)] [added: (1)] | On [removed: December 6, 2013,] [added: August 5, 2015,] 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 time through [removed: December 31, 2016,] [added: February 28, 2017,] up to [removed: $500.0 million] [added: $1.25 billion] of our outstanding common stock. [removed: These repurchases] [added: Repurchases under the program] can be made in open market [removed: transactions] or [removed: in] privately negotiated transactions, including [removed: block purchases] [added: pursuant to an accelerated share repurchase arrangement, issuer repurchase plan] or otherwise, at [removed: management’s discretion] [added: our discretion,] based on market and business conditions, applicable [added: contractual and] legal requirements and other factors. This program does not obligate us to acquire any specific amount of common stock and [removed: will continue until completed or otherwise] [added: may be] modified or terminated by our board of directors at any time at its sole discretion and without notice. [added: We have paid $150.0 million under an accelerated share repurchase arrangement (the ASR), entered into on August 10, 2015, for shares expected to be delivered upon final settlement of the ASR.] As of December 31, [removed: 2014, we had repurchased an aggregate $93.5] [added: 2015, after consideration of the settlement of the ASR, approximately $50.1] million [removed: in Quanta common stock] [added: remained available] under [removed: this] [added: the] program. [removed: In addition, as discussed in] [added: For additional information on the program and the ASR, please see] _Liquidity and Capital [removed: Resources — Debt Instruments — Credit Facility_] [added: Resources—Cash Requirements_] in Item 7. _Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,_ our credit agreement includes limitations on the repurchase] [added: Operations_] of [removed: common stock without consent] [added: Part II] of [removed: our lenders.] [added: this Annual Report on Form 10-K.] |

We did not declare any cash dividends on our common stock during the years ended December 31, [removed: 2014] [added: 2015] or [removed: 2013,] [added: 2014,] or in any previous periods.

The following graph compares, for the period from December 31, [removed: 2009] [added: 2010] to December 31, [removed: 2014,] [added: 2015,] the cumulative stockholder return on our common stock with [added: a peer group selected by our management that includes public companies within our industries and] the cumulative total return [removed: on] [added: of] the Standard & Poor’s 500 Index (the S&P 500 [removed: Index) and two peer groups selected by our management that include public companies][added: Index).]

The companies in [removed: each] [added: the] peer group were selected to represent a broad group of publicly held corporations with operations similar to ours.

The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the [removed: S&P 500 Index, the 2014] Peer Group and the [removed: 2013 Peer Group] [added: S&P 500 Index] on December 31, [removed: 2009] [added: 2010] and tracks their relative performance through December 31, [removed: 2014.][added: 2015.]

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

The stock price performance reflected [removed: on] [added: in] the following graph is not necessarily indicative of future stock price performance.

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

[removed: ][added: ]

| 2nd Quarter | | | 30.61 | | | | 27.68 | |

| 3rd Quarter | | | 29.10 | | | | 21.35 | |

| 4th Quarter | | | 27.05 | | | | 18.46 | |

None.

| October 1 – 31, 2015 | | | | | | | | | | | | | | | | |

| Open Market Stock Repurchases (2015 Repurchase Program) (1) | | | 3,579,775 | | | $ | 21.45 | | | | 3,579,775 | | | | | |

| November 1 – 30, 2015 | | | | | | | | | | | | | | | | |

| Tax Withholdings (2) | | | 12,958 | | | $ | 21.72 | | | | | | | | | |

| December 1 – 31, 2015 | | | | | | | | | | | | | | | | |

| Tax Withholdings (2) | | | 54 | | | $ | 21.66 | | | | | | | | | |

| Total | | | 3,592,787 | | | | | | | | 3,579,775 | | | $ | 200,120,407 | |

Please see _Liquidity and Capital Resources — Debt_ _Instruments — Credit Facility_ in Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ of Part II of this Annual Report on Form 10-K for a discussion of our credit agreement, which includes certain limitations on the repurchase of common stock without consent of our lenders.

The peer group (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.

| | | 12/10 | | | | 12/11 | | | | 12/12 | | | | 12/13 | | | | 12/14 | | | | 12/15 | | |

| Quanta Services, Inc. | | $ | 100.00 | | | $ | 108.13 | | | $ | 137.00 | | | $ | 158.43 | | | $ | 142.52 | | | $ | 101.66 | |

| Peer Group | | | 100.00 | | | | 87.39 | | | | 101.91 | | | | 143.09 | | | | 102.22 | | | | 92.58 | |

| S&P 500 | | | 100.00 | | | | 102.11 | | | | 118.45 | | | | 156.82 | | | | 178.29 | | | | 180.75 | |

| | | | | | | | | |

| 2nd Quarter | | | 30.56 | | | | 25.26 | |

| 3rd Quarter | | | 29.13 | | | | 25.57 | |

| 4th Quarter | | | 31.60 | | | | 26.72 | |

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_.

Such exchangeable shares were issued, and the common stock 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 owner of the business acquired in a privately negotiated transaction not involving any public offering or solicitation.

| 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 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 | |

Additionally, on [added: August 4, 2015, we sold our fiber optic licensing operations, and on] December 3, 2012, we sold substantially all of our domestic telecommunications infrastructure services operations and related subsidiaries.

We have presented the results of operations, financial position and cash flows of such [added: fiber optic licensing and] telecommunications subsidiaries as discontinued operations for all applicable periods presented in this Annual Report on Form 10-K.

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Interest expense | | | [removed: (4,765] [added: (8,024] | ) | | | [removed: (2,668] [added: (4,765] | ) | | | [removed: (3,746] [added: (2,668] | ) | | | [removed: (1,803] [added: (3,746] | ) | | | [removed: (4,902] [added: (1,803] | ) |

| Interest income | | | [removed: 3,741] [added: 1,493] | | | | [removed: 3,380] [added: 3,736] | | | | [removed: 1,471] [added: 3,378] | | | | [removed: 1,066] [added: 1,471] | | | | [removed: 1,417] [added: 1,066] | |

| Equity in earnings (losses) of unconsolidated affiliates, including gain on sale of investment | | | [removed: (332] [added: (466] | ) | | | [removed: 112,744] [added: (332] | [removed: (c)] [added: )] | | | [removed: 2,084] [added: 112,744] | [added: (d)] | | | [removed: —] [added: 2,084] | | | | — | |

| Net income | | | [removed: 315,082] [added: 321,824] | | | | [removed: 421,309] [added: 315,082] | | | | [removed: 322,656] [added: 421,309] | | | | [removed: 144,416] [added: 322,656] | | | | [removed: 155,557] [added: 144,416] | |

| Less: Net income attributable to non-controlling interests | | | [removed: 18,368] [added: 10,917] | | | | [removed: 19,388] [added: 18,368] | | | | [removed: 16,027] [added: 19,388] | | | | [removed: 11,901] [added: 16,027] | | | | [removed: 2,381] [added: 11,901] | |

| Net income attributable to common stock | | $ | [removed: 296,714] [added: 310,907] | | | $ | [removed: 401,921] [added: 296,714] | | | $ | [removed: 306,629] [added: 401,921] | | | $ | [removed: 132,515] [added: 306,629] | | | $ | [removed: 153,176] [added: 132,515] | |

| Basic earnings per share attributable to common stock from continuing operations | | $ | [removed: 1.35] [added: 0.62] | | | $ | [removed: 1.87] [added: 1.22] | | | $ | [removed: 1.36] [added: 1.73] | | | $ | [removed: 0.56] [added: 1.22] | | | $ | [removed: 0.68] [added: 0.43] | |

| Diluted earnings per share attributable to common stock from continuing operations | | $ | [removed: 1.35] [added: 0.62] | | | $ | [removed: 1.87] [added: 1.22] | | | $ | [removed: 1.36] [added: 1.73] | | | $ | [removed: 0.56] [added: 1.22] | | | $ | [removed: 0.67] [added: 0.43] | |

| [removed: (a)] [added: (c)] | 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. [removed: 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_.] |

| [removed: (c)] [added: (d)] | In 2013, we 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 (HEP). |

| [removed: (d)] [added: (e)] | In 2011, cost of services included a $32.6 million charge related to our partial withdrawal from an underfunded pension plan. 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._ |

| Long-term debt, net of current maturities | | | [removed: 72,489] [added: 475,364] | | | | [removed: 1,053] [added: 72,489] | | | | [removed: —] [added: 1,053] | | | | — | | | | — | |

| Total stockholders’ equity | | | [removed: 4,514,473] [added: 3,085,494] | | | | [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] | |

| Revenues | | $ | 7,572,436 | | | $ | 7,747,229 | | | $ | 6,411,577 | | | $ | 5,825,085 | | | $ | 4,103,756 | |

| Cost of services (including depreciation) | | | 6,648,771 | | | | 6,578,435 | | | | 5,424,644 | | | | 4,953,176 | | | | 3,604,706 | (e) |

| Gross profit | | | 923,665 | | | | 1,168,794 | | | | 986,933 | | | | 871,909 | | | | 499,050 | |

| Selling, general and administrative expenses | | | 592,863 | | | | 705,477 | (c) | | | 485,069 | | | | 421,726 | | | | 325,791 | |

| Amortization of intangible assets | | | 34,848 | | | | 34,257 | | | | 25,865 | | | | 34,049 | | | | 25,034 | |

| Asset impairment charges | | | 58,451 | (a) | | | — | | | | — | | | | — | | | | — | |

| Operating income | | | 237,503 | | | | 429,060 | | | | 475,999 | | | | 416,134 | | | | 148,225 | |

| Other income (expense), net | | | (1,831 | ) | | | (1,100 | ) | | | (1,133 | ) | | | (349 | ) | | | (596 | ) |

| Income from continuing operations before income taxes | | | 228,675 | | | | 426,599 | | | | 588,320 | | | | 415,594 | | | | 146,892 | |

| Provision for income taxes (b) | | | 97,472 | | | | 139,007 | | | | 196,875 | | | | 139,988 | | | | 43,434 | |

| Net income from continuing operations | | | 131,203 | | | | 287,592 | | | | 391,445 | | | | 275,606 | | | | 103,458 | |

| Net income from discontinued operations | | | 190,621 | | | | 27,490 | | | | 29,864 | | | | 47,050 | | | | 40,958 | |

| Net income from continuing operations | | $ | 120,286 | | | $ | 269,224 | | | $ | 372,057 | | | $ | 259,579 | | | $ | 91,557 | |

| Net income from discontinued operations | | | 190,621 | | | | 27,490 | | | | 29,864 | | | | 47,050 | | | | 40,958 | |

| Net income attributable to common stock | | $ | 310,907 | | | $ | 296,714 | | | $ | 401,921 | | | $ | 306,629 | | | $ | 132,515 | |

| (a) | During the fourth quarter of 2015, we recorded total asset impairment charges of $58.5 million ($44.6 million net of tax). These impairment charges related to goodwill, intangible assets and property and equipment. Included in these charges was a $39.8 million goodwill impairment and a $12.1 million impairment related to customer relationships, trade names and non-compete agreement intangible assets. These goodwill and intangible |

| | impairments primarily resulted from lower forecasted oil and gas services revenues for our Gulf of Mexico operations and certain operations in Australia, due to the extended low commodity price environment. Additionally, we recorded a property and equipment impairment of $6.6 million related to certain international renewable energy services operations. |

| (b) | The effective tax rate was higher in 2015 due to a lower proportion of income before taxes from international jurisdictions, which are generally taxed at lower statutory rates. Additionally, certain of the asset impairments recorded were not deductible for tax purposes. A change in the Alberta provincial statutory income tax, effective as of June 1, 2015 resulted in additional taxes of $5.0 million. These negative impacts were partially offset by the realization of $4.2 million in tax benefits associated with the realization of a previously unrecognized deferred tax asset related to our investment in a foreign subsidiary. The effective tax rate in 2015 did not reflect a significant decrease in reserves for uncertain tax positions because the statute of limitations remains open for various tax years currently under audit. The effective tax rates in 2014, 2013, 2012 and 2011 were impacted by the recording of $8.1 million, $9.9 million, $7.8 million and $8.4 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. |

| --- | --- |

| | | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |

| Working capital (a) | | $ | 1,073,775 | | | $ | 1,389,393 | | | $ | 1,226,012 | | | $ | 1,310,405 | | | $ | 950,535 | |

| Goodwill | | | 1,552,658 | | | | 1,596,695 | | | | 1,445,927 | | | | 1,202,854 | | | | 1,136,020 | |

| Total assets | | | 5,213,543 | | | | 6,253,583 | | | | 5,731,982 | | | | 5,111,408 | | | | 4,656,951 | |

| (a) | During the quarter ended December 31, 2015, we adopted an accounting update that was issued by the FASB that requires deferred tax assets and liabilities to be classified as non-current in a classified balance sheet. The guidance has been applied retrospectively to all periods presented. |

| --- | --- |

| Revenues | | $ | 7,851,250 | | | $ | 6,522,842 | | | $ | 5,920,269 | | | $ | 4,193,764 | | | $ | 3,629,433 | |

| Cost of services (including depreciation) | | | 6,617,730 | | | | 5,467,389 | | | | 4,982,562 | | | | 3,632,048 | (d) | | | 3,039,912 | |

| Gross profit | | | 1,233,520 | | | | 1,055,453 | | | | 937,707 | | | | 561,716 | | | | 589,521 | |

| Selling, general and administrative expenses | | | 722,038 | (a) | | | 501,010 | | | | 434,894 | | | | 337,835 | | | | 307,875 | |

| Amortization of intangible assets | | | 35,907 | | | | 27,515 | | | | 37,691 | | | | 29,039 | | | | 37,655 | |

| Operating income | | | 475,575 | | | | 526,928 | | | | 465,122 | | | | 194,842 | | | | 243,991 | |

| Loss on early extinguishment of debt, net | | | — | | | | — | | | | — | | | | — | | | | (7,107 | )(e) |

| Other income (expense), net | | | (1,102 | ) | | | (1,135 | ) | | | (351 | ) | | | (597 | ) | | | 559 | |

| Income from continuing operations before income taxes | | | 473,117 | | | | 639,249 | | | | 464,580 | | | | 193,508 | | | | 233,958 | |

| Provision for income taxes (b) | | | 157,408 | | | | 217,940 | | | | 158,859 | | | | 63,096 | | | | 88,884 | |

| Net income from continuing operations | | | 315,709 | | | | 421,309 | | | | 305,721 | | | | 130,412 | | | | 145,074 | |

| Income (loss) from discontinued operations, net of taxes | | | (627 | ) | | | — | | | | 16,935 | | | | 14,004 | | | | 10,483 | |

| Net income from continuing operations | | $ | 297,341 | | | $ | 401,921 | | | $ | 289,694 | | | $ | 118,511 | | | $ | 142,693 | |

| Net income (loss) from discontinued operations | | | (627 | ) | | | — | | | | 16,935 | | | | 14,004 | | | | 10,483 | |

| (b) | The effective tax rates in 2014, 2013, 2012, 2011 and 2010 were impacted by the recording of $8.2 million, $10.0 million, $7.9 million, $8.4 million and $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. |

| (e) | In 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. |

| Working capital | | $ | 1,416,651 | | | $ | 1,270,851 | | | $ | 1,320,548 | | | $ | 984,078 | | | $ | 1,095,969 | |

| Goodwill | | | 1,931,485 | | | | 1,780,717 | | | | 1,537,645 | | | | 1,470,811 | | | | 1,430,756 | |

| Total assets | | | 6,312,024 | | | | 5,793,245 | | | | 5,140,757 | | | | 4,699,114 | | | | 4,341,212 | |

| [Report of [removed: Management](#tx834546_100)] [added: Management](#tx69866_100)] | | | [removed: 82] [added: 81] | |

| [Report of Independent Registered Public Accounting [removed: Firm](#tx834546_101)] [added: Firm](#tx69866_101)] | | | [removed: 84] [added: 83] | |

| [Consolidated Balance [removed: Sheets](#tx834546_102)] [added: Sheets](#tx69866_102)] | | | 85 | |

| [Consolidated Statements of [removed: Operations](#tx834546_103)] [added: Operations](#tx69866_103)] | | | 86 | |

| [Consolidated Statements of Comprehensive [removed: Income](#tx834546_104)] [added: Income](#tx69866_104)] | | | 87 | |

| [Consolidated Statements of Cash [removed: Flows](#tx834546_105)] [added: Flows](#tx69866_105)] | | | 88 | |

| [Consolidated Statements of [removed: Equity](#tx834546_106)] [added: Equity](#tx69866_106)] | | | 89 | |

| [Notes to Consolidated Financial [removed: Statements](#tx834546_107)] [added: Statements](#tx69866_107)] | | | 90 | |

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2014] [added: 2015] 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: 2014] [added: 2015] 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: 2014] [added: 2015] excluded the [removed: nine] [added: 11] acquisitions we completed in [removed: 2014.][added: 2015.]

These acquisitions comprised approximately [removed: 9.7%] [added: 1.4%] of our consolidated assets [removed: at December 31, 2014] and [removed: 4.0% of our consolidated] revenues [added: as of and] for the year ended December 31, [removed: 2014.][added: 2015.]

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: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] 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: 2014,] [added: 2015,] based on criteria established in _Internal Control — Integrated Framework (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: 2014] [added: 2015] acquisitions from its assessment of internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] because these acquisitions were made by the Company through purchase business combinations during [removed: 2014.][added: 2015.]

We have also excluded the Company’s [removed: 2014] [added: 2015] acquisitions from our audit of internal control over financial reporting.

[removed: The 2014 acquisitions of the] Company and [removed: its related subsidiaries are wholly owned subsidiaries of the Company and] have total assets and revenues which represent approximately [removed: 9.7% and 4.0%, respectively,] [added: 1.4%] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2014.][added: 2015.]

| | | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 190,515 | | | [removed: $] | 488,777 | | [added: | | 394,701 | |]

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 290,447] [added: 317,745] | | | | [removed: 213,478] [added: 290,447] | |

| Inventories | | | [removed: 38,921] [added: 75,285] | | | | [removed: 31,877] [added: 38,921] | |

| Prepaid expenses and other current assets | | | [removed: 221,554] [added: —] | | | | [removed: 140,071] [added: 2,258] | |

| Current maturities of long-term debt and short-term borrowings | | $ | [removed: 8,876] [added: 7,067] | | | $ | [removed: 1,181] [added: 8,876] | |

| Accounts payable and accrued expenses | | [added: $] | [removed: 877,336] [added: 15,313] | | | [added: $] | [removed: 802,180] [added: 21,091] | |

| Billings in excess of costs and estimated earnings on uncompleted contracts | | | [removed: 251,113] [added: 399,230] | | | | [removed: 239,106] [added: 251,113] | |

| Long-term debt and notes payable, net of current maturities | | | [removed: 72,489] [added: 475,364] | | | | [removed: 1,053] [added: 72,489] | |

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

| Insurance and other non-current liabilities | | | [removed: 276,154] [added: 260,129] | | | | [removed: 264,150] [added: 227,730] | |

| Common stock, $.00001 par value, 600,000,000 shares authorized, [removed: 226,194,656] [added: 227,898,509] and [removed: 224,968,797] [added: 226,194,656] shares issued, and [removed: 210,819,790] [added: 152,907,166] and [removed: 212,942,767] [added: 210,819,790] shares outstanding | | | 2 | | | | 2 | |

| Exchangeable Shares, no par value, [removed: 7,325,971] [added: 6,876,042] and [removed: 3,500,000] [added: 7,325,971] shares issued and outstanding | | | — | | | | — | |

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

| Additional paid-in capital | | | [removed: 3,592,906] [added: 3,497,740] | | | | [removed: 3,416,585] [added: 3,592,906] | |

| Retained earnings | | | [removed: 1,366,791] [added: 1,677,698] | | | | [removed: 1,070,077] [added: 1,366,791] | |

| Accumulated other comprehensive income (loss) | | | [removed: (123,290] [added: (294,689] | ) | | | [removed: (37,236] [added: (123,290] | ) |

| Treasury stock, [removed: 15,374,866] [added: 74,991,343] and [removed: 12,026,030] [added: 15,374,866] common shares, at cost | | | [removed: (321,936] [added: (1,795,257] | ) | | | [removed: (215,240] [added: (321,936] | ) |

| Total stockholders’ equity | | | [removed: 4,514,473] [added: 3,085,494] | | | | [removed: 4,234,188] [added: 4,514,473] | |

| Non-controlling interests | | | [removed: 11,067] [added: 2,321] | | | | [removed: 7,131] [added: 11,067] | |

| Total equity | | | [removed: 4,525,540] [added: 3,087,815] | | | | [removed: 4,241,319] [added: 4,525,540] | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Interest expense | | | [removed: (4,765] [added: (8,024] | ) | | | [removed: (2,668] [added: (4,765] | ) | | | [removed: (3,746] [added: (2,668] | ) |

As discussed in Note 3 to the consolidated financial statements, the Company has changed the manner in which it accounts for the presentation of deferred income taxes in 2015.

The 2015 acquisitions of the Company and its related subsidiaries are wholly owned subsidiaries of the

February 29, 2016

| | | 2015 | | | | 2014 | | |

| Cash and cash equivalents | | $ | 128,771 | | | $ | 190,515 | |

| Accounts receivable, net of allowances of $5,226 and $6,174 | | | 1,621,133 | | | | 1,801,110 | |

| Prepaid expenses and other current assets | | | 134,585 | | | | 161,024 | |

| Total current assets | | | 2,277,519 | | | | 2,495,704 | |

| Property and equipment, net of accumulated depreciation of $755,272 and $651,559 | | | 1,101,959 | | | | 1,099,574 | |

| Other assets, net | | | 76,333 | | | | 78,964 | |

| Other intangible assets, net of accumulated amortization of $264,674 and $225,367 | | | 205,074 | | | | 243,584 | |

| Goodwill | | | 1,552,658 | | | | 1,596,695 | |

| Non-current assets of discontinued operations | | | — | | | | 739,062 | |

| Total assets | | $ | 5,213,543 | | | $ | 6,253,583 | |

| Accounts payable and accrued expenses | | | 782,134 | | | | 825,231 | |

| Current liabilities of discontinued operations | | | 15,313 | | | | 21,091 | |

| Total current liabilities | | | 1,203,744 | | | | 1,106,311 | |

| Deferred income taxes | | | 186,491 | | | | 215,981 | |

| Non-current liabilities of discontinued operations | | | — | | | | 105,532 | |

| Total liabilities | | | 2,125,728 | | | | 1,728,043 | |

| Total liabilities and equity | | $ | 5,213,543 | | | $ | 6,253,583 | |

| Revenues | | $ | 7,572,436 | | | $ | 7,747,229 | | | $ | 6,411,577 | |

| Cost of services (including depreciation) | | | 6,648,771 | | | | 6,578,435 | | | | 5,424,644 | |

| Gross profit | | | 923,665 | | | | 1,168,794 | | | | 986,933 | |

| Selling, general and administrative expenses | | | 592,863 | | | | 705,477 | | | | 485,069 | |

| Amortization of intangible assets | | | 34,848 | | | | 34,257 | | | | 25,865 | |

| Asset impairment charges | | | 58,451 | | | | — | | | | — | |

| Operating income | | | 237,503 | | | | 429,060 | | | | 475,999 | |

| Interest income | | | 1,493 | | | | 3,736 | | | | 3,378 | |

| Provision for income taxes | | | 97,472 | | | | 139,007 | | | | 196,875 | |

| Net income from continuing operations | | | 131,203 | | | | 287,592 | | | | 391,445 | |

| Net income from continuing operations | | $ | 120,286 | | | $ | 269,224 | | | $ | 372,057 | |

| Net income from discontinued operations | | | 190,621 | | | | 27,490 | | | | 29,864 | |

| Net income attributable to common stock | | $ | 310,907 | | | $ | 296,714 | | | $ | 401,921 | |

| Continuing operations | | $ | 0.62 | | | $ | 1.22 | | | $ | 1.73 | |

| Discontinued operations | | | 0.97 | | | | 0.13 | | | | 0.14 | |

| Net income | | $ | 321,824 | | | $ | 315,082 | | | $ | 421,309 | |

| Income from discontinued operations | | | (190,621 | ) | | | (27,490 | ) | | | (29,864 | ) |

| Depreciation | | | 162,845 | | | | 141,106 | | | | 118,830 | |

| Amortization of intangible assets | | | 34,848 | | | | 34,257 | | | | 25,865 | |

| --- | --- |

| --- | --- | --- | --- | --- |

March 2, 2015

| Accounts receivable, net of allowances of $6,174 and $5,215 | | | 1,812,539 | | | | 1,439,115 | |

| Total current assets | | | 2,553,976 | | | | 2,313,318 | |

| Property and equipment, net of accumulated depreciation of $739,545 and $631,939 | | | 1,480,128 | | | | 1,205,608 | |

| Other assets, net | | | 85,842 | | | | 285,725 | |

| Other intangible assets, net of accumulated amortization of $255,858 and $223,355 | | | 260,593 | | | | 207,877 | |

| Goodwill | | | 1,931,485 | | | | 1,780,717 | |

| Total assets | | $ | 6,312,024 | | | $ | 5,793,245 | |

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

| Total liabilities | | | 1,786,484 | | | | 1,551,926 | |

| Total liabilities and equity | | $ | 6,312,024 | | | $ | 5,793,245 | |

| Revenues | | $ | 7,851,250 | | | $ | 6,522,842 | | | $ | 5,920,269 | |

| Cost of services (including depreciation) | | | 6,617,730 | | | | 5,467,389 | | | | 4,982,562 | |

| Gross profit | | | 1,233,520 | | | | 1,055,453 | | | | 937,707 | |

| Selling, general and administrative expenses | | | 722,038 | | | | 501,010 | | | | 434,894 | |

| Amortization of intangible assets | | | 35,907 | | | | 27,515 | | | | 37,691 | |

| Operating income | | | 475,575 | | | | 526,928 | | | | 465,122 | |

| Interest income | | | 3,741 | | | | 3,380 | | | | 1,471 | |

| Provision for income taxes | | | 157,408 | | | | 217,940 | | | | 158,859 | |

| Net income from continuing operations | | | 315,709 | | | | 421,309 | | | | 305,721 | |

| Net income from continuing operations | | $ | 297,341 | | | $ | 401,921 | | | $ | 289,694 | |

| Continuing operations | | $ | 1.35 | | | $ | 1.87 | | | $ | 1.36 | |

| (Income) loss from discontinued operations | | | 627 | | | | — | | | | (16,935 | ) |

| Depreciation | | | 158,110 | | | | 134,110 | | | | 120,303 | |

| Amortization of deferred revenues | | | (10,087 | ) | | | (9,025 | ) | | | (10,149 | ) |

| Accounts and notes receivable | | | (231,974 | ) | | | (74,249 | ) | | | (341,825 | ) |

| Other, net | | | (5,129 | ) | | | 3,881 | | | | (8,479 | ) |

| Net cash provided by operating activities of continuing operations | | | 310,824 | | | | 446,592 | | | | 166,839 | |

| Additions of property and equipment | | | (301,476 | ) | | | (263,558 | ) | | | (209,445 | ) |

| Net cash used in investing activities of continuing operations | | | (542,866 | ) | | | (319,966 | ) | | | (321,101 | ) |

| Cash and cash equivalents, beginning of year | | | 488,777 | | | | 394,701 | | | | 315,349 | |

| Income taxes paid | | | (229,187 | ) | | | (253,175 | ) | | | (155,494 | ) |

| Balance, December 31, 2011 | | | 206,203,005 | | | $ | 2 | | | | 3,909,110 | | | $ | — | | | | 1 | | | $ | — | | | | — | | | $ | — | | | $ | 3,216,206 | | | $ | 361,527 | | | $ | 710 | | | $ | (196,493 | ) | | $ | 3,381,952 | | | $ | 7,311 | | | $ | 3,389,263 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,743 | | | | — | | | | 13,743 | | | | — | | | | 13,743 | |

| Acquisitions | | | 1,927,113 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 37,291 | | | | — | | | | — | | | | — | | | | 37,291 | | | | — | | | | 37,291 | |

| Restricted stock activity | | | 915,816 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 31,501 | | | | — | | | | — | | | | (6,656 | ) | | | 24,845 | | | | — | | | | 24,845 | |

| Stock options exercised | | | 224,652 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,385 | | | | — | | | | — | | | | — | | | | 2,385 | | | | — | | | | 2,385 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 306,629 | | | | — | | | | — | | | | 306,629 | | | | 16,027 | | | | 322,656 | |

Based on this evaluation, these officers have concluded that, as of December 31, [removed: 2014,] [added: 2015,] our disclosure controls and procedures were effective to provide reasonable assurance of achieving their objectives.

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 Act within 120 days following the end of our [removed: 2014] [added: 2015] 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 Act within 120 days following the end of our [removed: 2014] [added: 2015] 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 Act within 120 days following the end of our [removed: 2014] [added: 2015] 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 Act within 120 days following the end of our [removed: 2014] [added: 2015] 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 Act within 120 days following the end of our [removed: 2014] [added: 2015] fiscal year.

(1) _Financial Statements._ Reference is made to the Index to Consolidated Financial Statements on page [removed: 81] [added: 80] of this Annual Report on Form 10-K.

| [removed: Exhibit No.] [added: Exhibit No.] | | | | Description |

| [removed: 10.13*] [added: 10.14*] | | — | | Form of Performance Unit Award Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 7, 2014 and incorporated herein by reference) |

| [removed: 10.14*] [added: 10.15 *] | | — | | 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) |

| [removed: 10.15*] [added: 10.16 *] | | — | | Employment Agreement dated March 29, 2012, effective as of May 17, 2012, by and between Quanta Services, Inc. and Derrick A. Jensen (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed April 2, 2012 and incorporated herein by reference) |

| [removed: 10.16*] [added: 10.17 *] | | — | | Employment Agreement dated December 20, 2012, effective as of January 1, 2013, by and between Quanta Services, Inc. and Earl C. Austin, Jr. (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed December 21, 2012 and incorporated herein by reference) |

| [removed: 10.17*] [added: 10.18 *] | | — | | Employment Agreement dated March 4, 2014, effective as of January 6, 2014, by and between Quanta Services, Inc. and Jesse E. Morris (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2014 (No. 001-13831) filed May 8, 2014 and incorporated herein by reference) |

| [removed: 10.18] [added: 10.19] * | | — | | Employment Agreement dated and effective as of September 19, 2014 by and between Quanta Services, Inc. and Steven J. Kemps (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2014 (No. 001-13831) filed November 5, 2014 and incorporated herein by reference) |

| 10.19* | | — | | Employment Agreement dated [removed: March 8, 2000] [added: and effective as of September 19, 2014] by and between Quanta Services, Inc. and [removed: Nicholas M. Grindstaff, as amended by Amendment No. 1 to Employment Agreement dated November 6, 2008] [added: Steven J. Kemps] (previously filed as Exhibit [removed: 10.3] [added: 10.1] to the Company’s Form 10-Q for the quarter ended [removed: March 31,] [added: September 30,] 2014 (No. 001-13831) filed [removed: May 8,] [added: November 5,] 2014 and incorporated herein by reference) |

| [removed: 10.20*] [added: 10.18*] | | — | | Employment Agreement dated March 4, 2014, effective as of [removed: February 20,] [added: January 6,] 2014, by and between Quanta Services, Inc. and [removed: Eric B. Brown] [added: Jesse E. Morris] (previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 10-Q for the quarter ended March 31, 2014 (No. 001-13831) filed May 8, 2014 and incorporated herein by reference) |

| [removed: 10.22*] [added: 10.20*] | | — | | Quanta Services, Inc. [removed: 2014] [added: 2015] Incentive [added: Bonus] Plan for Senior Leadership (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March [removed: 7, 2014] [added: 11, 2015] and incorporated herein by reference) |

| [removed: 10.23*] [added: 10.21*] | | — | | Director Compensation Summary effective as of the [removed: 2013] [added: 2015] Annual Meeting of the Board of Directors (previously filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended [removed: June 30, 2013] [added: March 31, 2015] (No. 001-13831) filed [removed: August 9, 2013] [added: May 8, 2015] and incorporated herein by reference) |

| [removed: 10.24*] [added: 10.22*] | | — | | 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: 10.25*] [added: 10.23*] | | — | | Amendment No. 1 to the Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan effective as of April 30, 2013 (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2014 (No. 001-13831) filed May 8, 2014 and incorporated herein by reference) |

| [removed: 10.26*] [added: 10.24*] | | — | | 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: 10.27*] [added: 10.25*] | | — | | 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: 10.28] [added: 10.26*] | | — | | 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: 10.29] [added: 10.27] | | — | | [removed: Third] [added: Fourth] Amended and Restated Credit [removed: Agreement] [added: Agreement,] dated as of [removed: October 30, 2013,] [added: December 18, 2015,] among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, [removed: the] [added: certain] subsidiaries of Quanta Services, Inc. identified [removed: therein,] [added: therein] as Guarantors, Bank of America, N.A., as Administrative Agent, [added: Domestic] Swing Line Lender and an L/C Issuer, and the [added: other] Lenders party thereto (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed [removed: November 5, 2013] [added: December 23, 2015] and incorporated herein by reference) |

| [removed: 10.30] [added: 10.28] | | — | | [removed: Third] [added: Fourth] Amended and Restated Security [removed: Agreement] [added: Agreement,] dated as of [removed: October 30, 2013,] [added: December 18, 2015,] among Quanta Services, Inc., the other Debtors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed [removed: November 5, 2013] [added: December 23, 2015] and incorporated herein by reference) |

| [removed: 10.31] [added: 10.29] | | — | | [removed: Third] [added: Fourth] Amended and Restated Pledge [removed: Agreement] [added: Agreement,] dated as of [removed: October 30, 2013,] [added: December 18, 2015,] among Quanta Services, Inc., the other Pledgors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.3 to the Company’s Form 8-K (No. 001-13831) filed [removed: November 5, 2013] [added: December 23, 2015] and incorporated herein by reference) |

| [removed: 10.32] [added: 10.30] | | — | | Assignment and Assumption Agreement dated as of August 30, 2007, by and between InfraSource Services, Inc. and Quanta Services, Inc. (previously filed as Exhibit 10.3 to Quanta’s Form 8-K (001-13831) filed September 6, 2007 and incorporated herein by reference) |

| [removed: 10.33] [added: 10.31] | | — | | Underwriting, Continuing Indemnity and Security Agreement dated as of March 14, 2005 by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein, in favor of Federal Insurance Company (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference) |

| [removed: 10.34] [added: 10.32] | | — | | Intercreditor Agreement dated March 14, 2005 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference) |

| [removed: 10.35] [added: 10.33] | | — | | First Amendment to Intercreditor Agreement dated December 3, 2012 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.7 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: 10.36] [added: 10.34] | | — | | Joinder Agreement and Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of November 28, 2006, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed December 4, 2006 and incorporated herein by reference) |

| [removed: 10.37] [added: 10.35] | | — | | Second Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of January 9, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.34 to the Company’s Form 10-K for the year ended December 31, 2007 (No. 001-13831) filed February 29, 2008 and incorporated herein by reference) |

| [removed: 10.38] [added: 10.36] | | — | | Joinder Agreement and Third Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 19, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2011 (No. 001-13831) filed February 29, 2012 and incorporated herein by reference) |

| [removed: 10.39] [added: 10.37] | | — | | Joinder Agreement and Fourth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of March 31, 2009, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed April 1, 2009 and incorporated herein by reference) |

| [removed: 10.40] [added: 10.38] | | — | | Joinder Agreement and Fifth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of May 17, 2012, among Federal Insurance Company, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2012 (No. 001-13831) filed August 8, 2012 and incorporated herein by reference) |

| [removed: 10.41] [added: 10.39] | | — | | Sixth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 3, 2012, among Federal Insurance Company, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.32 to the [removed: Company’a] [added: Company’s] Form 10-K for the year ended December 31, 2012 (No. 001-13831) filed March 1, 2013 and incorporated herein by reference) |

| [removed: 21.1^] [added: 21.1ˆ] | | — | | Subsidiaries |

| [removed: 23.1^] [added: 23.1ˆ] | | — | | Consent of PricewaterhouseCoopers LLP |

| [removed: 31.1^] [added: 31.1ˆ] | | — | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| [removed: 31.2^] [added: 31.2ˆ] | | — | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| [removed: 101.INS^] [added: 101.INSˆ] | | | | XBRL Instance Document |

| [removed: 101.SCH^] [added: 101.SCHˆ] | | | | XBRL Taxonomy Extension Schema Document |

| [removed: 101.CAL^] [added: 101.CALˆ] | | | | XBRL Taxonomy Extension Calculation Linkbase Document |

| [removed: 101.LAB^] [added: 101.LABˆ] | | | | XBRL Taxonomy Extension Label Linkbase Document |

| [removed: 101.PRE^] [added: 101.PREˆ] | | | | XBRL Taxonomy Extension Presentation Linkbase Document |

| [removed: 101.DEF^] [added: 101.DEFˆ] | | | | XBRL Taxonomy Extension Definition Linkbase Document |

| 2.2 | | — | | Stock Purchase Agreement dated as of April 29, 2015, among Quanta Services, Inc., CC SCN Fiber LLC, and Crown Castle International Corp. (previously filed as Exhibit 2.1 to the Company’s Form 8-K (No. 001-13831) filed May 4, 2015 and incorporated herein by reference) |

| Exhibit No. | | | | Description |

| 10.13* | | — | | Form of Restricted Stock Unit Award Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan (Settled in Stock Unless Cash Settlement Elected) (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2015 (No. 001-13831) filed August 10, 2015 and incorporated herein by reference) |

| Exhibit No. | | | | Description |

| 10.21* | | — | | Director Compensation Summary effective as of the 2015 Annual Meeting of the Board of Directors (previously filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2015 (No. 001-13831) filed May 8, 2015 and incorporated herein by reference) |

| Exhibit No. | | | | Description |

| Exhibit No. | | | | Description |

| 99.1 | | — | | Master Confirmation — Uncollared Accelerated Share Repurchase, dated August 7, 2015, between Quanta Services, Inc. and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed August 12, 2015 and incorporated herein by reference) |

| 2.2 | | — | | Stock Purchase Agreement dated as of April 29, 2015, by and among Quanta Services, Inc., CC SCN Fiber LLC, and Crown Castle International Corp. (previously filed as Exhibit 2.1 to the Company’s Form 8-K (No. 001-13831) filed May 4, 2015 and incorporated herein by reference) |

| 10.13* | | — | | Form of Restricted Stock Unit Award Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan (Settled in Stock Unless Cash Settlement Elected) (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2015 (No. 001-13831) filed August 10, 2015 and incorporated herein by reference) |

| 10.14* | | | | Form of Performance Unit Award Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 7, 2014 and incorporated herein by reference) |

| 10.15* | | — | | 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) |

| 10.16* | | — | | Employment Agreement dated March 29, 2012, effective as of May 17, 2012, by and between Quanta Services, Inc. and Derrick A. Jensen (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed April 2, 2012 and incorporated herein by reference) |

| 10.20* | | — | | Quanta Services, Inc. 2015 Incentive Bonus Plan for Senior Leadership (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 11, 2015 and incorporated herein by reference) |

| 10.22* | | — | | 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) |

| 10.24* | | — | | 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) |

| 10.25* | | — | | 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) |

| 10.27 | | — | | Fourth Amended and Restated Credit Agreement, dated as of December 18, 2015, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, Bank of America, N.A., as Administrative Agent, Domestic Swing Line Lender and an L/C Issuer, and the other Lenders party thereto (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference) |

| 10.28 | | — | | Fourth Amended and Restated Security Agreement, dated as of December 18, 2015, among Quanta Services, Inc., the other Debtors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference) |

| 10.29 | | — | | Fourth Amended and Restated Pledge Agreement, dated as of December 18, 2015, among Quanta Services, Inc., the other Pledgors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.3 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference) |

| 10.30 | | — | | Assignment and Assumption Agreement dated as of August 30, 2007, by and between InfraSource Services, Inc. and Quanta Services, Inc. (previously filed as Exhibit 10.3 to Quanta’s Form 8-K (001-13831) filed September 6, 2007 and incorporated herein by reference) |

| 10.31 | | — | | Underwriting, Continuing Indemnity and Security Agreement dated as of March 14, 2005 by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein, in favor of Federal Insurance Company (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference) |

| 10.32 | | — | | Intercreditor Agreement dated March 14, 2005 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference) |

| 10.33 | | — | | First Amendment to Intercreditor Agreement dated December 3, 2012 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.7 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) |

| 10.34 | | — | | Joinder Agreement and Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of November 28, 2006, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed December 4, 2006 and incorporated herein by reference) |

| 10.35 | | — | | Second Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of January 9, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.34 to the Company’s Form 10-K for the year ended December 31, 2007 (No. 001-13831) filed February 29, 2008 and incorporated herein by reference) |

| 10.36 | | — | | Joinder Agreement and Third Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 19, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2011 (No. 001-13831) filed February 29, 2012 and incorporated herein by reference) |

| 10.37 | | — | | Joinder Agreement and Fourth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of March 31, 2009, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed April 1, 2009 and incorporated herein by reference) |

| 10.38 | | — | | Joinder Agreement and Fifth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of May 17, 2012, among Federal Insurance Company, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2012 (No. 001-13831) filed August 8, 2012 and incorporated herein by reference) |

| 10.39 | | — | | Sixth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 3, 2012, among Federal Insurance Company, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.32 to the Company’s Form 10-K for the year ended December 31, 2012 (No. 001-13831) filed March 1, 2013 and incorporated herein by reference) |

| 21.1ˆ | | — | | Subsidiaries |

| 23.1ˆ | | — | | Consent of PricewaterhouseCoopers LLP |

| 31.1ˆ | | — | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| 31.2ˆ | | — | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

| 99.1 | | | | Master Confirmation — Uncollared Accelerated Share Repurchase, dated August 7, 2015, between Quanta Services, Inc. and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed August 12, 2015 and incorporated herein by reference) |

| 101.INSˆ | | | | XBRL Instance Document |

| 101.SCHˆ | | | | XBRL Taxonomy Extension Schema Document |

| 101.CALˆ | | | | XBRL Taxonomy Extension Calculation Linkbase Document |

| 101.LABˆ | | | | XBRL Taxonomy Extension Label Linkbase Document |

| 101.PREˆ | | | | XBRL Taxonomy Extension Presentation Linkbase Document |

| 10.21*^ | | — | | Severance Agreement and General Release of All Claims dated September 10, 2014 by and between Quanta Services, Inc. and Eric B. Brown |