Quanta Services (PWR) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A124 rewritten55 added103 removed458 unchanged
All filing items1,235 rewritten655 added1,010 removed1,808 unchanged
Summary
counted, not written
- Item 1A lists 46 risk factor headings: 1 new, 3 reworded and 42 unchanged since FY2021. 4 headings from FY2021 no longer appear.
- Sentence by sentence, 655 added, 1,010 removed, 1,235 rewritten and 1,808 unchanged across 18 items that differ.
New Item 1A headings (1)
- Our variable rate indebtedness subjects us to interest rate risk.Interest rates
Removed Item 1A headings (4)
- We may not realize the anticipated benefits and synergies from our acquisition of Blattner.
- The effects of the COVID-19 pandemic and related economic repercussions have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will negatively impact our future results of operations and overall financial performance remains uncertain.
- Our results of operations and financial condition may be adversely affected as a result of asset impairments.
- Our variable rate indebtedness subjects us to interest rate risk and the transition away from LIBOR could have an adverse impact on us.
Reworded Item 1A headings (3)
- Our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage our
[removed: workforce.][added: workforce or the cost of labor increases.] - Our financial
[removed: results][added: results, financial condition and other financial and operational disclosures] are based upon estimates and assumptions that may differ from actual[removed: results.][added: results or future outcomes.] - Increasing scrutiny and changing expectations from
[removed: investors and customers][added: various stakeholders] with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
124 rewritten, 55 added, 103 removed, 458 unchanged
- [removed: During the ordinary course of our business, we] [added: We] are subject to lawsuits, claims and other legal proceedings, as well as [removed: bonding claims and related reimbursement requirements.][added: project surety claims.]
- [removed: Limitations on] [added: Our business is subject to] the availability of suppliers, subcontractors and equipment [removed: manufacturers could adversely affect our business or our customers.][added: manufacturers.]
- the timing and volume of work we perform and our performance with respect to ongoing [removed: projects,] [added: projects and services,] including as a result of [removed: project delays,] [added: fluctuations in the amount of work customers assign to us under our agreements, including MSAs, delays and] reductions in [removed: project scope,] [added: scope of projects, and] project [removed: terminations or cancellations,] and agreement [removed: terminations and expirations;][added: terminations, expirations or cancellations;]
- fluctuations in economic, [removed: political] [added: political, financial, industry] and market conditions on a regional, national or global basis, including as a result of, among other things, [removed: global conflicts, political unrest, or] inflationary pressure that impacts our costs associated with labor, equipment and materials; [added: increased interest rates; default or threat of default by the U.S. federal government with respect to its debt obligations; U.S. government shutdowns; natural disasters and other emergencies (e.g., wildfires, weather-related events, pandemics); deterioration of global or specific trade relationships; or geopolitical conflicts and political unrest;]
- the complexities and difficulties associated with [removed: our] [added: a] decentralized management structure;
[added: which could result in project delays or cancellations and in turn] have a material adverse effect on our business, financial condition, results of operations or cash flows.
- changes in laws or permitting and regulatory requirements during the course of our [removed: work (e.g., challenge to nationwide permits issued by the U.S. Army Corps of Engineers);][added: work;]
- other factors such as terrorism, military [removed: action and] [added: action,] public health crises (e.g., the [removed: COVID-19 pandemic);][added: pandemic associated with the novel coronavirus that began in 2019 (COVID-19)) and delays attributable to U.S. government shutdowns or any related under-staffing of government departments or agencies;]
- changes in the [removed: cost or] [added: cost,] availability [added: or quality] of equipment, commodities, [removed: materials] [added: materials, consumables] or labor; and
[removed: Furthermore, we] [added: We also] generate a significant portion of our revenues under fixed price contracts, including contracts for projects where we provide [removed: engineering, procurement and construction (EPC)] [added: EPC] services (e.g., large transmission and pipeline projects, facility and terminal projects), and we have strategically expanded these service offerings in recent years, including with respect to renewable energy projects through our acquisition of Blattner.
[removed: Additionally, performance] [added: Performance] difficulties can result in project cancellation by a customer and damage to our reputation or relationship with a customer, which can adversely affect our ability to secure new contracts.
[removed: For example,] [added: Additionally,] as [removed: discussed in] [added: described] further [removed: detail] in [removed: *Legal Proceedings* within] Note [removed: 16] [added: 2] of the Notes to Consolidated Financial Statements in Item 8.
For example, certain of Quanta’s operating companies perform inspection, consulting, construction, repair and maintenance and other services for [removed: utilities and other] customers that operate electric power, natural gas, communications and other infrastructure in California and other areas in the western United States, including inspection of, and construction, upgrade, repair and maintenance and other services relating [removed: to,] [added: to] the electrical power and natural gas transmission and distribution infrastructure operated by [removed: PG&E Corporation and its primary operating subsidiary, Pacific Gas and Electric Company (together, PG&E), Southern California Edison Company (SCE) and San Diego Gas and Electric Company, as well as their affiliates, and other utilities and customers in California and other western states.][added: them.]
PG&E, SCE and certain other [removed: utility] customers have been determined to be or are potentially responsible for catastrophic wildfire events that have occurred in recent years.
In connection with certain of these events, some of Quanta’s operating companies have received document hold requests and subpoenas, and in connection with [removed: one of these events, as described further in Note 16 of the Notes to Consolidated Financial Statements in Item 8.]
[removed: As] [added: one of these events, as] described further in Note [removed: 2] [added: 16] of the Notes to Consolidated Financial Statements in Item 8.
[removed: *Financial Statements and Supplementary Data* of this Annual Report, we] [added: We] maintain [removed: a significant amount of] insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.
We also manage and maintain a portion of our casualty risk through our wholly-owned captive insurance company, which insures all claims up to the amount of the applicable deductible of our third-party insurance programs, [added: as well as with respect to certain other amounts,] and issue letters of credit to secure our obligations in connection with our casualty insurance programs.
Furthermore, our third-party insurers could also decide to further reduce or exclude coverage for wildfires or other events in connection with [removed: future insurance renewals.]
Changes in climate have caused, and are expected to continue to cause, among other things, increasing [added: mean annual] temperatures, rising sea levels and changes to patterns and [added: the frequency and] intensity of wildfires, hurricanes, floods, [added: droughts,] other storms and severe weather-related events and natural disasters.
For example, [removed: a] catastrophic natural [removed: disaster could] [added: disasters can] negatively impact [removed: any] [added: projects we are working on, our office locations, portions] of our [removed: projects] [added: equipment,] or [removed: office locations and] the locations and service regions of our customers.
Accordingly, a natural disaster has the potential to disrupt our and our customers’ businesses and may cause us to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational [removed: losses.][added: losses, and we expect that increasing physical climate-related impacts may result in further changes to the cost or availability of insurance in the future.]
Our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage our [removed: workforce.][added: workforce or the cost of labor increases.]
A shortage in the supply of personnel creates competitive hiring markets that may result in increased labor expenses, and we have incurred, and expect to continue to incur, significant [added: education and training expenses in order to recruit and train employees.]
Additionally, the recent inflationary pressure in the United States [added: and our other markets] has increased, and is expected to continue to increase, our labor costs.
However, the costs related to a significant amount of our workforce are subject to market conditions, and therefore inflationary pressure could [removed: significantly] increase our labor [removed: costs, which could in turn have a material adverse effect on our business, financial condition, results of operations or cash flows.][added: costs with respect to those employees.]
For example, our ten largest customers accounted for [removed: 38%] [added: 36%] of our consolidated revenues for the year ended December 31, [removed: 2021.][added: 2022.]
For example, as of December 31, [removed: 2021,] [added: 2022,] the amount recognized related to unapproved change orders and claims was [removed: $367.8 million and] [added: $549.3 million, which] is discussed further in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings [added: that arise in the ordinary course of our business.]
[removed: Because our services in certain instances can be integral to the] operation and performance of our customers’ infrastructure, we have been and may become subject to lawsuits or claims for any failure of the systems that we work on or damages caused by accidents and events related to such systems, even if our services are not the cause of such failures and damages.
As of December 31, [removed: 2021,] [added: 2022,] the total amount of our outstanding performance bonds was estimated to be approximately [removed: $3.9] [added: $4.5] billion.
Our ability to generate internal growth will be affected by, among other factors, our ability to profitably scale the services we currently [removed: offer and] [added: offer,] expand our overall service [removed: offerings,] [added: offerings and product solutions,] attract new customers, increase the number of projects we perform for existing customers; hire and retain qualified employees and expand geographically within our current markets, as well as our ability to address regulatory, environmental and permitting requirements and economic or market conditions that affect us or our customers.
Certain of our customers assign work to us on a project-by-project basis under [removed: master service agreements.][added: MSAs.]
Our financial condition, results of operations and cash flows can be negatively impacted if our customers cancel or suspend contracts having significant value, we fail to renew or replace a significant number of our existing contracts when they expire or are completed or the anticipated volume of work under an existing [removed: master service agreement] [added: MSA] is not assigned to us.
While we generally require materials suppliers to provide us warranties that are consistent with those we provide customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to [added: repair or replace the defective materials.]
We rely on information technology systems to manage our operations and other business processes and to protect sensitive company [removed: information, and our reliance on those systems has increased as a result of remote working arrangements necessitated by the COVID-19 pandemic.][added: information.]
We also collect and retain information about our customers, stockholders, [removed: vendors] [added: vendors, employees] and [removed: employees,] [added: other parties,] all of which expect that we will adequately protect such information.
Breaches or disruptions of our information systems, or systems of key third parties and information technology vendors that we rely upon, can result from, among other things, cyber-attacks, theft, inadvertent exposure of sensitive information, acts of terrorism, [added: war,] storms or other natural phenomena, information technology solution failures or network disruptions, and any such cyber-attacks or breaches can go unnoticed for some period of time.
For example, a cyber-attack on one of our vendors or vulnerabilities identified in proprietary or open-source code disclosed by vendors or federal agencies could potentially impact [added: information technology systems relevant to] our [removed: systems.][added: business and/or sensitive information that we retain.]
While to date we have not experienced any material impact as a result of cyber-attacks, the ultimate impact of [removed: these] [added: future] and similar events remains unknown, and [added: we expect] additional vulnerabilities [removed: will arise in the future.][added: may arise.]
- We are subject us to credit and investment risk with respect to our customers and projects.
- protests and other public activism, legal challenges or other political activity or opposition to a project;
These customers include PG&E Corporation and its primary operating subsidiary, Pacific Gas and Electric Company (together, PG&E), Southern California Edison Company (SCE) and San Diego Gas and Electric Company, as well as their affiliates, and other utilities and customers in California and other western states.
Our third-party insurers could also fail, cancel our coverage or otherwise be unable or unwilling to provide us with adequate insurance coverage for certain items, including wildfires, or we may elect not to obtain certain types or incremental levels of insurance based on the potential benefits considered relative to the cost of such insurance, or coverage may not be available at reasonable and competitive rates.
future insurance renewals.
Increased labor costs can also impact our customers’ decision-making with respect to viability or timing of certain projects,
Furthermore, given our recent growth, we have become a more attractive target for lawsuits by various third parties.
Because our services in certain instances can be integral to the
Additionally, the increased use of remote working arrangements by employees, vendors, and other third parties expands the possible attack surfaces, thereby increasing the risk of a data security compromise.
We have addressed breaches and disruptions of our information systems, or systems of key third parties and information technology vendors that we rely upon, in the past, and we expect such events to continue to arise in the future.
other negative publicity;
Furthermore, the increased antitrust scrutiny of potential acquisitions, including by the Federal Trade Commission (FTC) or Department of Justice under the Hart-Scott Rodino Act, the Sherman Act, the Clayton Act (each as amended) or other applicable laws, could impact the viability or timing of certain potential acquisitions.
Additionally, the Federal Trade Commission has proposed rulemaking to, among other things, prohibit and make unenforceable any post-termination non-compete arrangement that restricts an employee or individual independent contractor, unless such arrangement was entered into in connection with an acquisition and meets certain conditions.
Furthermore, our decentralized structure can increase the cost and complexity associated with implementation and management of information technology systems associated with critical functions (e.g., accounting and financial systems, human resources systems, fleet management systems).
As a result, the loss of key personnel, as well as our inability to attract, develop and retain
Additionally, if the proposed FTC rulemaking regarding non-compete covenants discussed above is finalized, Quanta would be required to individually rescind any post-termination non-compete clauses in its employment and other service agreements with key management, other employees and individual independent contractors, which would increase the risk that key individuals, upon departure from Quanta, would compete with us despite any severance or other consideration paid or owed to any such individual.
For example, during 2022, we recorded a $91.5 million impairment in connection with our investment in Starry Group Holdings, Inc. (Starry).
Quanta may also be exposed to reputational harm based on poor or incomplete performance of our investments or an investment fund in which we participate, or based on the actions or conduct of the entities in which we are invested or our partners in such investments, all of which may be outside of our control.
amounts due to us as retainage until a project is complete.
provide additional services to mitigate such shortcomings.
There are also increasing expectations in various jurisdictions that companies monitor the environmental and social performance of their value chain, including compliance with a variety of labor practices, as well as consider a wider range of potential environmental and social matters.
Compliance can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or potentially design supply chains to avoid certain regions altogether.
Failure to comply with such regulations can result in fines, reputational damage, denial of import for materials for our projects, or otherwise adversely impact our business.
For example, recent supply chain and logistical challenges resulting from the U.S. Department of Commerce’s investigation into an antidumping and countervailing duties circumvention claim on solar cells and panels supplied from Malaysia, Vietnam, Thailand and Cambodia, as well as other sourcing restrictions, have caused disruption in the solar panel supply chain and created delays in the timing of development and/or financing of certain renewable energy projects.
Furthermore, some of our fixed price contracts do not allow us to adjust our prices and certain of our other contracts, such as some long-term MSAs, allow for price adjustments within a certain range that may be insufficient for us to recover the full amount associated with increased fuel costs.
Additionally, to the extent we are required to transition our fleet to alternative sources of power, including EVs, and the availability of such vehicles is limited or fluctuates, we may be unable to efficiently plan for such transition, which could result in, among other things, the retirement of certain vehicles prior to the end of their useful life.
Expectations and requirements of our investors, customers and other third parties evolve rapidly and are largely out
of our control, and our ESG-based initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain services, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters.
For example, the SEC has published proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.
Certain of our operations within our Underground Utility and Infrastructure Solutions
Our subcontracting requirements have also increased in recent years, primarily as a result of these requirements, which not only increases the number of viable competitors but could also negatively impact our ability to self-perform projects.
negatively impact certain of our customers and reduce demand for certain of our services.
These regulations are complex and subject to change both in substance and interpretation and often regulations across various industries can differ or conflict, all of which can negatively impact our or our customers’ ability to efficiently operate.
For example, supply chain and logistical challenges resulting from the U.S. Department of Commerce’s investigation into an antidumping and countervailing duties circumvention claim on solar cells and panels supplied from Malaysia, Vietnam, Thailand and Cambodia, as well as other sourcing restrictions, caused disruption in the solar panel supply chain during 2022 and adversely impacted the timing of development and/or financing of certain renewable energy projects, which in turn had a negative impact on the financial performance of our Renewable Energy Infrastructure Solutions segment.
Furthermore, with respect to our contracts under which we are responsible for procuring all or a portion of the materials needed for projects, including our EPC contracts, we are often required to comply with complex sourcing and transportation regulations, which can involve cross-border movement of such materials.
Changes to, or our failure to comply with, these regulatory requirements can result in project delays and additional project costs, which may be substantial and not recoverable from third parties, and in some cases, we may be required to compensate the customer for such delays, including in circumstances where we have guaranteed project completion or performance by a scheduled date and incur liquidated damages if we do not meet such schedule.
Additionally, our failure to comply with these regulatory requirements could result in criminal or civil fines, penalties, forfeitures or other sanctions.
For example, the interaction between the IRA and the IIJA could lead to additional complex requirements associated with, among other things, union labor or prevailing wages, domestic material production obligations, and affirmative action programs, which we and our customers must comply with in order to secure government funding for
projects completed thereunder.
- We may not realize the anticipated benefits and synergies from our acquisition of Blattner.
- The COVID-19 pandemic and related economic repercussions have materially affected our and our customers’ businesses, and the duration and extent of the negative impact resulting from the pandemic remains uncertain.
- Our financial results and financial condition may be adversely affected as a result of asset impairments.
- We extend credit to, and enter into other financing arrangements with customers, which subject us to credit and investment risk.
We may not realize the anticipated benefits and synergies from our acquisition of Blattner.
The success of our acquisition of Blattner will depend, in part, on our ability to realize the anticipated benefits from successfully integrating Blattner’s business.
We plan on devoting substantial management attention and resources to integrating
our and Blattner’s business practices and operations so that we can fully realize the anticipated benefits of the acquisition.
Nonetheless, the business and assets acquired may not be successful, achieve the anticipated financial results or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated.
The acquisition of Blattner could also result in the assumption of unknown or contingent liabilities.
Potential difficulties we may encounter in the integration process include the following:
- the inability to successfully integrate Blattner’s business in a manner that permits us to achieve the strategic operational benefits, additional opportunities with customers, reputational benefits or cost savings anticipated to result from the acquisition, which would result in some anticipated benefits of the acquisition not being realized in the time frame currently anticipated, or at all;
- the failure to integrate operations and internal systems, programs and controls;
- the inability to successfully realize the anticipated value from some of Blattner’s assets;
- lost revenues and lost or damaged commercial relationships with significant customers;
- the additional complexities of integrating a business with a different customer base, markets, history, culture and strategy;
- the failure to retain key employees of Blattner that may be difficult to replace;
- the disruption of our ongoing businesses or inconsistencies in our services, standards, controls, procedures and policies;
- potential unknown, unforeseen or greater than expected liabilities and expenses associated with the acquired business;
- changes in estimates related to revenues and costs associated with Blattner’s ongoing contracts with customers; and
- performance shortfalls as a result of the diversion of management’s attention caused by integrating Blattner’s operations.
We have also incurred, and expect to continue to incur, substantial expenses in connection with the acquisition of Blattner and integrating the business, operations, practices, policies and procedures of Blattner.
While we assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our and Blattner’s control that could affect the total amount or the timing of their integration expenses.
The overall expenses in connection with the acquisition are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.
The effects of the COVID-19 pandemic and related economic repercussions have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will negatively impact our future results of operations and overall financial performance remains uncertain.
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets.
We have experienced some resulting disruptions to our business operations, and we expect the COVID-19 pandemic could continue to have a material adverse impact on our business and financial performance.
Specifically, we have been negatively impacted by the COVID-19 pandemic as a result of the shelter-in-place restrictions and work disruptions in some of our service areas creating disruptions to portions of our operations, including (i) our Canadian operations and financial results during 2020 and 2021; (ii) our Australian operations and financial results during 2020 and 2021; (iii) our operations in certain major U.S. metropolitan markets that were meaningfully impacted by the pandemic during the first half of 2020; and (iv) our Latin American operations during 2020.
During the course of the pandemic we have also experienced permitting and regulatory delays and certain restrictions on operations at industrial facilities, as well as reduced demand for refined products, which resulted in suspensions and delays related to our high-pressure and critical-path turnaround services to the downstream and midstream energy markets.
Additionally, governmental requirements related to COVID-19, as well as certain standards and guidance as to preventing the spread of COVID-19, have impacted and may continue to impact our business in the future.
These include vaccination or testing standards and requirements issued by federal, state and local governmental entities that require employers to ensure their workforce is fully vaccinated or to require testing for unvaccinated workers.
For example, Executive Order 14042 issued by President Biden requires federal contractors and subcontractors to mandate their employees be fully vaccinated against COVID-19.
This executive order could apply to employees at certain of our operating companies if such companies or their customers are considered federal contractors and may result in employee attrition and difficulty securing future labor needs and could impair our ability to perform certain contractual services, retain such contracts and obtain new business, which could
In addition, many of our customers have established vaccination requirements that could apply to our employees performing work on their premises, or in proximity of their employees.
The implementation of vaccination and testing requirements could have a material adverse effect on our business, financial condition, results of operations or cash flows in the event that, among other things, a significant portion of our workforce does not choose to become vaccinated, as such employees may not be able to perform work for certain customers that require vaccination.
Moreover, the costs related to mandatory testing for unvaccinated employees are significant, and time away from work for testing is disruptive to our operations.
In addition to these current dynamics, the COVID-19 pandemic may create or exacerbate risks related to our operations and regulatory and compliance matters, including as a result of:
- evolving governmental guidance or requirements, including travel and movement restrictions and vaccination and testing requirements, that could impact our ability to perform services or complete projects in accordance with required delivery schedules, which could result in additional costs or penalties (e.g., liquidated damages);
- additional delays with respect to permitting and regulatory matters and additional project deferrals, delays, and cancellations and changes in customer spending patterns and strategic plans as a result of, among other things, prolonged decreases in energy demand, lack of available financing for our customers’ businesses or termination of, or force majeure events arising under, existing customer agreements;
- potential illness that negatively impacts the availability or productivity of our key personnel or a significant number of employees or causes other disruptions to our business, corporate governance or financial reporting processes;
An excerpt. Shown here: 40 of 124 rewritten, 40 of 55 added and 40 of 103 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
152 rewritten, 114 added, 316 removed, 159 unchanged
The following discussion and analysis of [removed: our] [added: the] financial condition and results of operations of Quanta Services, Inc. (together with its subsidiaries, Quanta, we, us or our) should be read in conjunction with our consolidated financial statements and related notes in Item 8.
Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in *Cautionary Statement About Forward-Looking Statements and Information* above and [added: in] Item 1A.
[removed: Beginning with the three months ended December 31, 2021, we] [added: We] report our results under three reportable segments: [removed: (1)] Electric Power Infrastructure Solutions, [removed: (2)] Renewable Energy Infrastructure Solutions and [removed: (3)] Underground Utility and Infrastructure [removed: Solutions, as further described in Item 1.][added: Solutions.]
[removed: *Business – Reportable Segments*] [added: *Business*] of this Annual Report.
[removed: -] [added: *EBITDA* and *adjusted EBITDA.*] EBITDA [removed: (a non-GAAP financial measure)] increased [removed: 22.0%,] [added: 31.5%,] or [removed: $200.5] [added: $350.9] million, to [removed: $1.11] [added: $1.46] billion as compared to [removed: $912.7 million] [added: $1.11 billion] for the year ended December 31, [removed: 2020,] [added: 2021,] and adjusted EBITDA [removed: (a non-GAAP financial measure)] increased [removed: 19.9%,] [added: 33.8%,] or [removed: $209.3] [added: $425.8] million, to [removed: $1.26] [added: $1.68] billion as compared to [removed: $1.05] [added: $1.26] billion for the year ended December 31, [removed: 2020;][added: 2021.]
For a reconciliation of EBITDA and adjusted EBITDA to net income attributable to common stock, the most comparable GAAP financial measure, [removed: and a reconciliation of backlog to remaining performance obligations, the most comparable GAAP financial measure,] see *Non-GAAP Financial Measures* below.
[removed: - Revenues increased] [added: *Revenues.* The increase in revenues for the year ended December 31, 2022 was] primarily due to [removed: growth in] [added: increased] spending by our utility customers on grid [removed: modernization,] [added: modernization and hardening,] resulting in increased demand for our electric power services, as well as approximately [removed: $245] [added: $280] million [removed: of] [added: in] revenues attributable to acquired [removed: businesses and a $90 million positive impact related to more favorable foreign currency exchange rates, primarily the Canadian dollar and U.S. dollar exchange rate.][added: businesses.]
[removed: Also positively impacting operating income was $44.1 million of equity] [added: Equity] in earnings [removed: in] [added: from] LUMA and other integral [removed: affiliates, which represented a $32.8] [added: unconsolidated affiliates increased $8.4] million [removed: increase from] [added: in 2022 as compared to] the year ended December 31, [removed: 2020.][added: 2021.]
[removed: Partially offsetting] [added: The decrease in operating margin was partially offset by improved performance on various communication projects in 2022, and] the [removed: positive impact] [added: absence] of [removed: these items were] losses associated with certain [removed: communications] [added: communication] projects [removed: during the year ended December 31,] [added: in] 2021 [removed: due to] [added: from] various production issues, poor subcontractor performance, challenging site conditions, permitting delays, increased completion costs and [added: adverse] weather [removed: and seasonal] impacts.
[removed: -] [added: *Operating Income.*] The increase in operating income was primarily due to [removed: higher] [added: the increase in] revenues associated with the acquisition of Blattner.
[removed: within] [added: See] Note [removed: 4] [added: 8] of the Notes to Consolidated Financial Statements in Item 8.
[removed: *Finan*cial Statemen*ts] [added: *Financial Statements] and Supplementary Data* of this Annual [removed: Report*.*][added: Report.]
[removed: Utilities] [added: With respect to our Electric Power Infrastructure Services segment, utilities] are continuing to invest significant capital in their electric power delivery [removed: systems, particularly transmission, substation and distribution infrastructure,] [added: systems] through [removed: multi-year, multi-billion dollar] [added: multi-year] grid modernization and reliability programs, [removed: which have provided, and are expected] [added: as well as with respect] to [removed: continue] [added: system upgrades and hardening programs in response] to [removed: provide, demand for our services.][added: recurring severe weather events.]
Our revenues, profit, margins and other results of operations can be influenced by a variety of factors in any given period, including those described in [removed: *Business Environment* above, *Results of Operations* below and] Item [removed: 1A.][added: 1.]
For example, revenues [added: for certain projects] in Canada are typically higher in the first quarter because projects are often accelerated in order to complete work while the ground is frozen and prior to the break up, or seasonal thaw, as productivity is adversely affected by wet ground conditions during warmer months.
*Weather, natural disasters and emergencies.* The results of our business in a given period can be impacted by adverse weather conditions, severe weather events, natural disasters or other emergencies, which include, among other things, heavy or prolonged snowfall or rainfall, hurricanes, tropical storms, tornadoes, floods, blizzards, extreme temperatures, wildfires, post-wildfire floods and debris flows, pandemics [removed: (including the ongoing COVID-19 pandemic)] and earthquakes.
However, severe weather events can [added: also] increase our emergency restoration services, which typically yield higher margins due in part to higher equipment utilization and absorption of fixed [removed: costs, and we had a significant amount of emergency restoration services revenues in 2020 and 2021.][added: costs.]
We perform the majority of our services under existing contracts, including [removed: master service agreements (MSAs)] [added: MSAs] and similar agreements pursuant to which our customers are not committed to specific volumes of our services.
[removed: Therefore,] [added: Therefore] our volume of business can be positively or negatively affected by fluctuations in the amount of work our customers assign us in a given period, which may vary by geographic region.
Examples of [removed: other] items that may cause demand for our services to fluctuate materially from quarter to quarter include: the financial condition of our customers, their capital spending and their access to capital; [added: acceleration of any projects or programs by customers (e.g., modernization or hardening programs);] economic and political conditions on a regional, national or global scale, including availability of renewable energy tax credits; interest rates; governmental regulations affecting the sourcing [added: and costs] of materials and equipment; other changes in U.S. and global trade relationships; and project deferrals and cancellations.
Our larger or more complex projects typically include, among others, transmission projects with higher voltage capacities; pipeline projects with larger-diameter throughput capacities; large-scale renewable generation [removed: projects, which we expect to increase subsequent to our acquisition of Blattner;] [added: projects;] and projects with increased engineering, design or construction complexities, more difficult terrain or geographical requirements, or longer distance requirements.
[removed: These variations can result in a reduction in expected profit or] the incurrence of losses on a project or the issuance of change orders [removed: or] [added: and/or] assertion of contract claims against customers.
See *Revenue Recognition - Contract [added: Estimates and Changes in] Estimates* in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
*Subcontract work and provision of materials.* Work that is subcontracted to other service providers generally yields lower margins, and therefore an increase in subcontract work in a given period can decrease [added: operating] margins.
However, under some contracts, including contracts for projects where we provide [removed: engineering, procurement and construction (EPC)] [added: EPC] services, we agree to procure all or part of the required materials.
Margins may be lower on projects where we furnish a significant amount of materials, as our markup on materials is generally lower than our markup on labor costs, and in a given period an increase in the percentage of work with greater materials procurement requirements may decrease our overall [removed: margins.][added: margins, including in some cases our assuming price risk.]
[removed: Furthermore, as discussed further in *Overview -* *Business Environment*,] [added: *Business,*] fluctuations in the price or availability of [removed: materials and] [added: materials,] equipment [added: and consumables that] we or our customers utilize could impact [removed: demand for our services or] costs to complete projects.
[removed: A] [added: The] discussion [added: summarizing the significant factors which affected the results] of [added: operations and financial condition for] the [added: year ended December 31, 2021, including the] changes in [removed: our consolidated] results of operations between the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019 is included] [added: 2020, can be found] in [added: Part II,] Item 7.
*Management’s Discussion and Analysis of Financial Condition and Results of Operations* of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] which was filed with the SEC on [removed: March 1, 2021.][added: February 25, 2022.]
The following table sets forth selected statements of operations data, such data as a percentage of revenues for the years [removed: indicated] [added: indicated,] as well as the dollar and percentage change from the prior year (dollars in [removed: thousands):][added: thousands).]
| Cost of services (including [added: related] depreciation) | | | | | | [removed: 11,026,954] [added: 14,544,748] | | | | | | [removed: 85.0] [added: 85.2] | | | | | | [removed: 9,541,825] [added: 11,026,954] | | | | | | [removed: 85.2] [added: 85.0] | | | | | | [removed: 1,485,129] [added: 3,517,794] | | | | | | [removed: 15.6] [added: 31.9] | | % |
| Equity in earnings of integral unconsolidated affiliates | | | | | | [removed: 44,061] [added: 52,466] | | | | | | 0.3 | | | | | | [removed: 11,303] [added: 44,061] | | | | | | [removed: 0.1] [added: 0.3] | | | | | | [removed: 32,758] [added: 8,405] | | | | | | [removed: 289.8] [added: 19.1] | | % |
| Selling, general and administrative expenses | | | | | | [removed: (1,155,956)] [added: (1,336,711)] | | | | | | [removed: (8.9)] [added: (7.8)] | | | | | | [removed: (975,074)] [added: (1,155,956)] | | | | | | [removed: (8.7)] [added: (8.9)] | | | | | | [removed: (180,882)] [added: (180,755)] | | | | | | [removed: 18.6] [added: 15.6] | | % |
| Amortization of intangible assets | | | | | | [removed: (165,366) | | | | | | (1.2) | | | | | | (76,704) | | | | | | (0.6) | | | | | | (88,662)] [added: 353,973] | | | | | | [removed: 115.6] [added: 165,366] | | [removed: %] |
| Asset impairment charges | | | | | | [removed: (5,743)] [added: (14,457)] | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: (8,282)] [added: (5,743)] | | | | | | [removed: (0.1)] [added: —] | | | | | | [removed: 2,539] [added: (8,714)] | | | | | | [removed: (30.7)] [added: 151.7] | | % |
| Change in fair value of contingent consideration liabilities | | | | | | [removed: (6,734) | | | | | | (0.1) | | | | | | (719) | | | | | | — | | | | | | (6,015)] [added: 4,422] | | | | | | [removed: 836.6] [added: 6,734] | | [removed: %] |
| Interest and other financing expenses | | | | | | [removed: (68,899) | | | | | | (0.5) | | | | | | (45,013) | | | | | | (0.4) | | | | | | (23,886)] [added: 124,363] | | | | | | [removed: 53.1] [added: 68,899] | | [removed: %] |
| Interest income | | | | | | [removed: 3,194 | | | | | | — | | | | | | 2,449 | | | | | | — | | | | | | 745] [added: (2,606)] | | | | | | [removed: 30.4] [added: (3,194)] | | [removed: %] |
| Other [added: (expense)] income, net | | | | | | [removed: 25,085] [added: (46,415)] | | | | | | [removed: 0.2] [added: (0.3)] | | | | | | [removed: 2,539] [added: 25,085] | | | | | | [removed: —] [added: 0.2] | | | | | | [removed: 22,546] [added: (71,500)] | | | | | | [removed: 888.0] [added: *] | | [removed: %] |
| Provision for income taxes | | | | | | [removed: 130,918] [added: 192,243] | | | | | | [removed: 1.0] [added: 1.1] | | | | | | [removed: 119,387] [added: 130,918] | | | | | | [removed: 1.1] [added: 1.0] | | | | | | [removed: 11,531] [added: 61,325] | | | | | | [removed: 9.7] [added: 46.8] | | % |
General
Overall, our 2022 results reflect increased demand for our services, as revenue and operating income increased in all our segments as compared to 2021.
We have also experienced high demand for new and expanded transmission, substation and distribution infrastructure needed to reliably transport power.
With respect to our Renewable Energy Infrastructure Solutions segment, the transition to a reduced-carbon economy is continuing to drive demand for renewable generation and related infrastructure (e.g., high-voltage electric transmission and substation infrastructure), as well as interconnection services necessary to connect and transmit renewable-generated electricity to existing electric power delivery systems.
Our acquisition of Blattner in the fourth quarter of 2021 had a significant incremental impact on our ability to perform these services during 2022.
Despite these positive longer-term trends, certain of our customers experienced supply chain challenges during 2022 that resulted in delays and shortages of, and increased costs for, materials necessary for certain projects, particularly sourcing restrictions related to solar panels necessary for the utility scale solar industry.
With respect to our Underground Utility and Infrastructure Solutions segment, in 2022 we continued to experience strong demand for our services focused on utility spending, in particular our gas distribution services to natural gas utilities that are implementing modernization programs, and our downstream industrial services, as these customers continued to move forward with certain maintenance and capital spending that was deferred during the course of the COVID-19 pandemic.
Our revenues with respect to larger pipeline services have also fluctuated in recent years, and we had a significant increase in larger pipeline projects in Canada in 2022 as compared to 2021.
Increased revenues and operating income across all our segments during 2022 generated $1.1 billion of cash provided by operating activities, a 94.1% increase relative to 2021, which allowed us to execute our business plan, repurchase $128 million of common stock and pay $41 million of dividends.
Available commitments under our senior credit facility and cash and cash equivalents as of December 31, 2022 was $2.4 billion.
We expect the strong demand for our services will continue.
Our remaining performance obligations and backlog as of December 31, 2022 of $8.8 billion and $24.1 billion increased 49.3%, and 25.0%, respectively, relative to 2021.
For a reconciliation of backlog to remaining performance obligations, the most comparable financial measure prepared in conformity with generally accepted accounting principles in the United States (GAAP), see *Non-GAAP Financial Measures* below.
For additional information regarding our overall business environment, see *Overview* in Part I, Item 1.
*Business* and Item 1A.
These variations can result in a reduction in expected profit,
*Financial Statements and Supplementary Data* in Part II of the 2022 Annual Report.
Furthermore, as described further in Item 1.
| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | $ | | | | | | % | | |
| Revenues | | | | | | $ | 17,073,903 | | | | | 100.0 | | % | | | | $ | 12,980,213 | | | | | 100.0 | | % | | | | $ | 4,093,690 | | | | | 31.5 | | % |
| Gross profit | | | | | | 2,529,155 | | | | | | 14.8 | | | | | | 1,953,259 | | | | | | 15.0 | | | | | | 575,896 | | | | | | 29.5 | | % |
| Amortization of intangible assets | | | | | | (353,973) | | | | | | (2.1) | | | | | | (165,366) | | | | | | (1.2) | | | | | | (188,607) | | | | | | 114.1 | | % |
| Operating income | | | | | | 872,058 | | | | | | 5.1 | | | | | | 663,521 | | | | | | 5.1 | | | | | | 208,537 | | | | | | 31.4 | | % |
| Income before income taxes | | | | | | 703,886 | | | | | | 4.1 | | | | | | 622,901 | | | | | | 4.8 | | | | | | 80,985 | | | | | | 13.0 | | % |
* The percentage change is not meaningful.
*Cost of services.* Costs of services primarily includes wages, benefits, subcontractor costs, materials, equipment, and other direct and indirect costs, including related depreciation.
The increase in cost of services generally correlates to the increase in revenues.
The increase was primarily driven by our LUMA joint venture.
*Selling, general and administrative expenses.* The increase was primarily attributable to a $149.7 million increase in expenses associated with acquired businesses.
Also contributing to the increase were the following items to support business growth: a $32.8 million increase in compensation expense, primarily associated with increased salaries and non-cash stock compensation expense; a $25.2 million increase in travel and related expenses; and a $7.7 million increase in rent and information technology expenses.
Also partially offsetting these increases was a specific provision for credit loss of $31.7 million recorded in 2021.
*Asset impairment charges.* The increase was primarily due to $11.7 million of asset impairment charges related to a software implementation project at an acquired company, which commenced prior to our acquisition and was discontinued in the fourth quarter of 2022.
Future changes in fair value are expected to be recorded periodically until the contingent consideration liabilities are settled.
*Operating income.* Operating income for the Electric Power Infrastructure Solutions, Renewable Energy Infrastructure Solutions and Underground Utility and Infrastructure Solutions segments increased $93.4 million, $122.4 million and $167.4 million, respectively.
These increases were partially offset by an increase in Corporate and Non-Allocated Costs of $174.6 million, which includes amortization expense.
Results for each of our business segments and Corporate and Non-Allocated Costs are discussed in the Segment Results section below.
*Interest and other financing expenses.* Approximately two-thirds of the increase resulted from higher debt outstanding during 2022 as compared to 2021.
Our long-term debt increased significantly at the end of 2021 in connection with our acquisition of Blattner.
The remaining increase was primarily driven by higher interest rates impacting our variable rate debt.
The net other expense for the year ended December 31, 2022 was primarily the result of an unrealized loss of $91.5 million resulting from the remeasurement of the fair value of our investment in a publicly traded broadband technology provider, Starry Group Holdings, Inc. (Starry), based on the market price of Starry’s common stock as of December 31, 2022.
We are a leading provider of specialty contracting services, delivering comprehensive infrastructure solutions for the utility, renewable energy, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.
The performance of our business generally depends on our ability to obtain contracts with customers and to effectively deliver the services provided under those contracts.
The services we provide include design, engineering, procurement, new construction, upgrade and repair and maintenance services for infrastructure within each of the industries we serve, such as electric power transmission and distribution networks; substation facilities; wind and solar energy generation and transmission and battery storage facilities; communications and cable multi-system operator networks; gas utility systems; pipeline transmission systems and facilities; and downstream industrial facilities.
Our customers include many of the leading companies in the industries we serve, and we endeavor to develop and maintain strategic alliances and preferred service provider status with our customers.
Our services are typically provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price new construction contracts.
This structure is generally focused on broad end-user markets for our services.
Included within the Electric Power Infrastructure Solutions segment are the results related to our communications infrastructure services.
Current Year Financial Results and Significant Operational Trends and Events
Key consolidated financial results for the year ended December 31, 2021 included:
- Revenues increased 15.9%, or $1.78 billion, to $12.98 billion as compared to revenues of $11.20 billion for the year ended December 31, 2020;
- Operating income increased 8.5%, or $52.2 million, to $663.5 million as compared to $611.4 million for the year ended December 31, 2020;
- Net income attributable to common stock increased 9.1%, or $40.4 million, to $486.0 million as compared to $445.6 million for the year ended December 31, 2020;
- Diluted earnings per share increased 8.8%, or $0.27, to $3.34 as compared to $3.07 for the year ended December 31, 2020;
- Net cash provided by operating activities decreased 47.8%, or $533.6 million, to $582.4 million as compared to net cash provided by operating activities of $1.12 billion for the year ended December 31, 2020;
- Remaining performance obligations increased 47.9%, or $1.91 billion, to $5.90 billion as of December 31, 2021 as compared to $3.99 billion as of December 31, 2020; and
- Total backlog (a non-GAAP financial measure) increased 27.4%, or $4.14 billion, to $19.27 billion as of December 31, 2021 as compared to $15.13 billion as of December 31, 2020.
As described below, during the year ended December 31, 2021, our results reflected certain significant operational trends and events as compared to the year ended December 31, 2020, with certain of our segment results of operations recast to conform to our current segment reporting structure.
*Electric Power Infrastructure Solutions Segment*
- Revenues increased by 17.9% to $7.62 billion, as compared to $6.47 billion.
- Operating income increased by 33.5% to $865.4 million, as compared to $648.4 million, and operating income as a percentage of revenues increased to 11.4%, as compared to 10.0%.
- Operating income increased primarily due to higher revenues.
The increase in operating income as a percentage of revenues was primarily attributable to improved performance across the segment, higher levels of fixed cost absorption, and favorable contributions associated with the timing of projects and project mix.
Additionally, although we had substantially completed our exit from Latin America as of December 31, 2020, Electric Power Infrastructure Solutions operating income for the year ended December 31, 2020 included $74.0 million of operating losses related to Latin American operations.
*Renewable Energy Infrastructure Solutions Segment*
- Revenues increased by 39.9% to $1.83 billion, as compared to $1.31 billion.
- Operating income increased by 2.2% to $181.9 million, as compared to $177.9 million, and operating income as a percentage of revenues decreased to 10.0%, as compared to 13.6%.
- Revenues increased primarily due to a $450 million increase in revenues attributable to acquired businesses, primarily Blattner, the results of operations of which are included since the acquisition date of October 13, 2021.
Blattner’s results as a percentage of operating income were largely in line with results associated with the transmission and interconnection construction related to the renewable energy infrastructure.
The decrease in operating income as a percentage of revenues for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to the favorable close-out of certain projects in 2020.
*Underground Utility and Infrastructure Solutions Segment*
- Revenues increased by 3.0% to $3.53 billion, as compared to $3.43 billion.
- Operating income decreased by 11.7% to $150.1 million, as compared to $170.1 million, and operating income as a percentage of revenues decreased to 4.3%, as compared to 5.0%.
- Revenues increased primarily due to higher demand for our services from our gas utility and industrial customers; $25 million related to more favorable foreign currency exchange rates, primarily the Canadian dollar and U.S. dollar exchange rate; and approximately $20 million of revenues attributable to acquired businesses.
- Operating income and operating income as a percentage of revenues decreased primarily due to the recognition of $31.7 million of provision for credit losses related to receivables owed from a customer that declared bankruptcy in July 2021, and its affiliate, which is described further in *Accounts Receivable and Allowance for Credit Losses*
See *Business Environment, Results of Operations* and *Liquidity and Capital Resources* below for additional information and discussion related to consolidated and segment results.
Recent Significant Acquisition and Related Debt Financing
On October 13, 2021, we completed the acquisition of Blattner, a large and leading utility-scale renewable energy infrastructure solutions provider that is located in and primarily operates in North America.
Consideration for this acquisition was $2.37 billion paid or payable in cash (subject to certain adjustments) and 3,326,955 shares of Quanta common stock, which had a fair value of $345.4 million as of the date of the acquisition.
The final amount of consideration for the acquisition remains subject to certain post-closing adjustments, including with respect to net working capital (inclusive of cash) and certain assumed liabilities.
Additionally, the former owners of Blattner are eligible to receive the potential payment of up to $300.0 million of contingent consideration, payable to the extent the acquired business achieves certain financial performance targets over a three-year period beginning in January 2022.
An excerpt. Shown here: 40 of 152 rewritten, 40 of 114 added and 40 of 316 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
3 rewritten, 24 added, 26 removed, 1 unchanged
Our primary exposure to market risk relates to unfavorable changes [removed: in concentration of credit risk,] [added: with respect to] interest rates and currency exchange rates.
For additional information [removed: on] [added: about] our debt [removed: instruments, including our senior notes, senior credit facility, the bridge facility commitment and interest requirements, see] [added: obligations, refer to] Note 10 of the Notes to [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8.
*Financial Statements and Supplementary [removed: Data* of this Annual Report*.*][added: Data*.]
For a discussion about our concentration of credit risk; cash and cash equivalents; and investments in COLI assets, refer to Notes 6, 15, 16 and 17 of the Notes to consolidated financial statements in Item 8.
Interest Rate Risk. We are exposed to interest rate risk with respect to our fixed-rate and variable-rate debt.
Fluctuations in interest rates impact the fair value of fixed-rate debt and expose us to the risk that we may need to refinance debt at higher rates at each instrument’s respective maturity date.
Fluctuations in interest rates impact interest expense from our variable-rate debt.
At December 31, 2022, 69% of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining 31% of the portfolio incurred interest at a variable-rate.
As of December 31, 2022, our fixed-rate debt was $2.57 billion, which consisted primarily of our senior notes outstanding.
The fair value of Quanta’s senior notes was $2.00 billion at December 31, 2022.
We estimate that a 10% change in the market price would cause a change in fair value of $199.7 million.
As of December 31, 2022, our variable-rate debt consisted of $786.9 million outstanding under our senior credit facility and $373.0 million outstanding under our commercial paper program.
The weighted average interest rate on our borrowings under our senior credit facility for the year ended December 31, 2022 was 3.0%, and the weighted average interest rate on borrowings under our commercial paper program, which we entered into during the second half of 2022, was 4.5%.
Based on these borrowings outstanding as of December 31, 2022, we estimate that a 50 basis point increase or decrease in interest rates would impact interest expense by approximately $5.8 million.
Foreign Currency Risk. We perform our services in some foreign countries, primarily Canada and Australia, and as a result, are exposed to changes in foreign currency exchange rates.
Our reporting currency is the U.S. dollar.
Our foreign entities typically use the local currency as their functional currency.
Translation adjustments are deferred in accumulated other comprehensive income.
Some of our consolidated entities enter into transactions that are not denominated in their functional currency.
This results in exposure to foreign currency risk for financial instruments, including, but not limited to, third-party and intercompany receivables and payables and intercompany loans.
Our policy is to maintain a balanced position in foreign currencies to minimize exchange gains and losses arising from changes in exchange rates.
We maintain risk management control practices to monitor the foreign currency risk attributable to our intercompany and third-party outstanding foreign currency balances.
These practices involve the centralization of our exposure to underlying currencies that are not subject to central bank and/or country specific restrictions.
By centralizing most of our foreign currency exposure into one subsidiary, we are able to take advantage of natural offsets thereby reducing the overall impact of changes in foreign currency rates on our earnings.
Historically, we have not had significant exposure to foreign currency risk.
Other (expense) income, net, in the consolidated statements of income in Item 8.
*Financial Statements and Supplementary Data* reflects net foreign currency gains of $0.7 million and $5.1 million in the years ended December 31, 2022 and 2021.
*Credit Risk.* We are subject to concentrations of credit risk related to our cash and cash equivalents and net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and contract assets net of advanced billings with the same customer.
Substantially all of our cash and cash equivalents are managed by what we believe to be high credit quality financial institutions.
In accordance with our investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what we believe to be high-quality investments, which primarily include interest-bearing demand deposits, money market investments and money market mutual funds.
Although we do not currently believe the principal amounts of these cash and cash equivalents are subject to any material risk of loss, changes in economic conditions could impact the interest income we receive from these investments.
In addition, we grant credit under normal payment terms, generally without collateral, and therefore are subject to potential credit risk related to our customers’ inability to pay for services provided.
Furthermore, the risk of nonpayment may be heightened as a result of depressed economic and financial market conditions, including in connection with the uncertainties and challenges in the energy market and overall economy caused by the COVID-19 pandemic.
We believe the concentration of credit risk related to billed and unbilled receivables and contract assets is limited because of the diversity of our customers, and we perform ongoing credit risk assessments of our customers and financial institutions and in some cases obtain collateral or other security from our customers.
However, certain customers within our Underground Utility and Infrastructure Solutions segment have encountered operational and/or financial difficulties that have resulted in delayed payment and nonpayment of receivables in recent years.
For additional information regarding these matters, see *Revenue Recognition - Accounts Receivable and Allowance for Credit Losses* in Note 4 and *Concentrations of Credit Risk* in Note 16 of the Notes to Consolidated Financial Statements in Item 8.
*Interest Rate Risk.* As of December 31, 2021, we had no derivative financial instruments to manage interest rate risk.
As such, we were exposed to earnings and fair value risk due to changes in interest rates with respect to our variable rate debt, which is comprised of certain borrowings under the credit agreement for our senior credit facility.
As of December 31, 2021, the fair value of our variable rate debt of $1.20 billion approximated book value, and our weighted average interest rate on our variable rate debt for the year ended December 31, 2021 was 1.9%.
The annual effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be approximately $6.0 million based on our December 31, 2021 balance of variable rate debt.
Additionally, the transition in financial markets away from LIBOR, which is scheduled to occur by mid-2023 may lead to additional volatility in interest rates and could cause our debt service obligations to increase significantly.
While the credit agreement for our senior credit facility includes LIBOR benchmark replacement provisions that are designed to mitigate volatility associated with this transition, the ultimate impact of the transition away from LIBOR remains unknown and subject to numerous factors, including determination of a replacement benchmark, and could materially and adversely affect our interest expense in future periods.
*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 company is located.
Accordingly, our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar.
During 2021, revenues from our foreign operations accounted for 14.7% of our consolidated revenues.
Fluctuations in foreign exchange rates during the year ended December 31, 2021 caused an increase of approximately $114 million in foreign revenues and an increase of approximately $4 million in foreign operating income compared to the year ended December 31, 2020.
Fluctuations in foreign exchange rates during the year ended December 31, 2020 caused a decrease of approximately $17 million in foreign revenues and an increase of approximately $4 million in foreign operating income compared to the year ended December 31, 2019.
We are 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 companies.
To minimize the risk from changes in foreign currency exchange rates, we may enter into foreign currency derivative contracts to hedge our foreign currency risk on a cash flow basis.
There were no outstanding foreign currency derivative contracts at December 31, 2021.
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 $23.3 million as of December 31, 2021, an assumed 5% adverse change to foreign exchange rates would result in a fair value decline of $0.8 million.
Item 1. Business
102 rewritten, 94 added, 56 removed, 136 unchanged
Quanta Services, Inc. (together with its subsidiaries, “Quanta,” “we,” “us” or “our”) is a leading provider of [removed: specialty contracting services, delivering] comprehensive infrastructure solutions for the electric and gas utility, renewable energy, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.
We provide engineering, procurement, construction, [added: upgrade] and repair and maintenance services for infrastructure within each of these industries, including electric power transmission and distribution networks; substation facilities; wind and solar generation and transmission and battery storage facilities; communications and cable multi-system operator networks; gas utility systems; pipeline transmission systems and facilities; and downstream industrial facilities.
We also have an experienced management team, both at the executive level and within our subsidiaries, which we refer to as operating [removed: companies or operating units.][added: companies.]
Our services are typically provided pursuant to master service [removed: agreements,] [added: agreements (MSAs),] repair and maintenance contracts and fixed price and non-fixed price construction and engineering contracts.
We believe that our business strategies, along with our safety culture and financial resources, differentiate us from our competition and position us to benefit from future [added: programmatic and] capital spending by our customers.
[removed: Services][added: *Services*]
[removed: Beginning with the three months ended December 31, 2021, we] [added: We] report our results under three reportable segments: [removed: (1)] Electric Power Infrastructure Solutions, [removed: (2)] Renewable Energy Infrastructure Solutions and [removed: (3)] Underground Utility and Infrastructure Solutions.
We operate primarily in the United States; however, we derived approximately [removed: 14.7%, 14.2%] [added: 15.7%, 14.7%] and [removed: 16.0%] [added: 14.2%] of our revenues from foreign operations, primarily in Canada and Australia, during the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]
[removed: *Electric] [added: Electric] Power Infrastructure [removed: Solutions*.][added: Solutions]
Our Electric Power Infrastructure Solutions segment provides comprehensive services for the electric power and communications [removed: markets, including:][added: markets.]
*•*design, procurement, new construction, upgrade and repair and maintenance services for electric power transmission and distribution infrastructure, both overhead and underground, and substation facilities, along with other engineering and technical [added: services, including] services [removed: to] [added: that] support the implementation of upgrades by utilities to modernize and harden the electric power grid in order to ensure its safety and enhance [removed: reliability;][added: reliability and to accommodate increased residential and commercial use of electric vehicles (EVs);]
- [removed: the] energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and our robotic arm techniques;
- [removed: the] installation of “smart grid” technologies on electric power networks;
- [removed: comprehensive] design and construction services to wireline and wireless communications companies, cable multi-system operators and other customers within the communications industry (including services in connection with 5G wireless deployment);
This segment also includes (i) [removed: our portion of earnings of our unconsolidated integral affiliates, including LUMA Energy, LLC (LUMA), a joint venture in which we own a 50% interest and which was selected for a 15-year operation and maintenance agreement to operate, maintain and modernize] the [removed: approximately 18,000-mile electric transmission and distribution system in Puerto Rico, and (ii) the] majority of the financial results of our [added: advanced] training facility and our postsecondary educational institution, which specializes in pre-apprenticeship training, apprenticeship training and specialized utility task training for electric workers, as well as training for the gas distribution and communications [removed: industries.][added: industries and (ii) our portion of earnings of our unconsolidated integral affiliates, which includes, among others, our 50% equity interest in LUMA Energy, LLC (LUMA), a joint venture that was selected to operate, maintain, and modernize the approximately 18,000-mile electric transmission and distribution system in Puerto Rico.]
For additional information regarding [removed: LUMA,] [added: our insurance and the risks associated with insurance coverage,] see Note [removed: 8] [added: 16] of the Notes to Consolidated Financial Statements in Item 8.
[removed: *Renewable Energy Infrastructure Solutions.*] Our Renewable Energy Infrastructure Solutions segment provides comprehensive infrastructure solutions to customers that [removed: own and develop] [added: are involved in the] renewable energy [removed: and/or related infrastructure.][added: industry.]
Services performed [removed: by the Renewable Energy Infrastructure Solutions segment] generally include:
*•*engineering, procurement, new construction, [removed: upgrade] [added: repowering] and repair and maintenance services for [added: renewable generation facilities, such as] utility-scale wind, solar and hydropower generation facilities and battery storage facilities; and
[removed: *Underground Utility and Infrastructure Solutions.*] Our Underground Utility and Infrastructure Solutions segment provides comprehensive infrastructure solutions to customers involved in the [removed: development,] transportation, distribution, [removed: storage] [added: storage, development] and processing of natural gas, oil and other products.
[removed: Services performed by the Underground] [added: Underground] Utility and Infrastructure [removed: Solutions segment generally include:][added: Solutions]
- catalyst replacement services, high-pressure and critical-path turnaround services, instrumentation and electrical services, piping, fabrication and storage tank services [removed: to] [added: for] the midstream and downstream industrial energy markets;
- trenching, directional boring and mechanized welding services related to the services described [removed: above and in connection with our electric power infrastructure services;] [added: above;] and
- engineering, construction and maintenance services for [removed: energy-transition] [added: energy transition] and carbon-reduction related projects, such as alternative fuel facilities, carbon capture systems and hydrogen facilities.
The final amount of consideration for [removed: this acquisition] [added: these acquisitions] remains subject to certain post-closing adjustments, including with respect to net working capital.
We have a large and diverse customer base, including many of the leading companies in the industries we serve, and we have developed strong strategic alliances with numerous customers and strive to develop and maintain our status as a preferred [removed: service] [added: solutions] provider to our customers.
[removed: For the year ended December 31, 2021, our largest customer accounted for 7% of our] consolidated revenues and our ten largest customers accounted for [removed: 38%] [added: 36%] of our consolidated revenues.
| l | | | [removed: American] [added: ATCO] Electric [removed: Power Company, Inc.] | | | l | | | National Grid plc | | |
| l | | | CenterPoint Energy, Inc. | | | l | | | [removed: NextEra Energy, Inc.] [added: Pattern Energy] | | |
| l | | | Comcast Corporation | | | l | | | [removed: NiSource] [added: Puget Sound Energy,] Inc. | | |
| l | | | Duke Energy Corporation | | | l | | | [removed: Orsted US] [added: The Southern Company] | | |
| l | | | Edison International | | | l | | | [removed: Pattern] [added: TC] Energy [added: Corporation] | | |
| l | | | Entergy Corporation | | | l | | | [removed: PG&E] [added: Trans Mountain] Corporation | | |
| l | | | Evergy Inc. | | | l | | | [removed: Sempra] [added: Valero] Energy [added: Corporation] | | |
| l | | | [removed: FirstEnergy Corp.] [added: Exelon Corporation] | | | l | | | Verizon Communications Inc. | | |
| l | | | [removed: Lower Colorado River Authority] [added: American Electric Power Company, Inc.] | | | l | | | [removed: Xcel Energy Inc.] [added: Lower Colorado River Authority] | | |
| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Utility | | | | | | [removed: 74] [added: 67] | | % | | | | [removed: 72] [added: 74] | | % | | | | [removed: 64] [added: 72] | | % |
| Renewable Energy Developers | | | | | | [removed: 2] [added: 7] | | % | | | | [removed: 1] [added: 2] | | % | | | | 1 | | % |
| Communications | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 4] [added: 5] | | % | | | | [removed: 3] [added: 4] | | % |
SEGMENTS
Our entrepreneurial business model allows multiple operating companies to serve the same or similar customers and to provide a range of services across end user markets.
Our operating companies may perform joint projects for customers in multiple industries, deliver multiple types of services under a single customer contract or provide service offerings to various industries.
For additional information about LUMA and our other unconsolidated integral affiliates, refer to Note 8 of the Notes to consolidated financial statements in Item 8.
*Financial Statements and Supplementary Data*.
*Business Environment*
With respect to our electric power service offerings, utilities are continuing to invest significant capital in their electric power delivery systems, particularly transmission, substation and distribution infrastructure, through multi-year, multi-billion dollar grid modernization and reliability programs.
We also expect demand for electricity in North America to continue to grow, including through electrification trends such as electric vehicle (EV) adoption, and believe that certain segments of the North American electric power grid are not adequate to efficiently supply this future demand.
To accommodate this growth, we expect continued demand for new or expanded transmission, substation and distribution infrastructure to reliably transport power to meet demand driven by electrification and the modification and reengineering of existing infrastructure as existing coal and nuclear generation facilities are retired or shut down.
In order to reliably and efficiently deliver power, including in response to federal reliability standards and in preparation for emerging technologies, such as EVs, utilities are also integrating smart grid technologies into distribution systems to improve grid management and create efficiencies.
A number of utilities also continue to implement system upgrades and hardening programs in response to recurring severe weather events.
For example, utilities along the Eastern and Gulf Coasts of the United States are executing storm hardening programs to make their systems more resilient to hurricanes and other severe weather events, and there are significant system resiliency initiatives underway in California and other regions in the western United States that are designed to prevent and manage the impact of wildfires.
Utilities are also executing significant initiatives to underground critical infrastructure, including additional underground transmission and distribution initiatives by utilities in California, underground transmission projects in the northeast United States, underground distribution circuits along the U.S. coastlines and underground transmission lines for offshore wind generation projects.
With respect to our communications service offerings, which are focused on the North American market, consumer and commercial demand for communication and data-intensive, high-bandwidth wireline and wireless services and applications are driving significant investment in infrastructure and the deployment of new technologies.
In particular, communications providers remain in the early stages of developing new fifth generation wireless services (5G), which are intended to facilitate bandwidth-intensive services at high speeds for consumers and commercial applications.
Additionally, recent legislative and regulatory initiatives, including the Rural Digital Opportunity Fund and the Infrastructure Investment and Jobs Act (IIJA), have dedicated billions of dollars of funding to support broadband service to underserved markets.
Renewable Energy Infrastructure Solutions
*Services*
Services performed generally include:
*Business Environment*
With respect to these services, we believe the transition to a reduced-carbon economy, which is being driven by consumer and investor preferences, increasing electrification trends and declining levelized costs of renewable energy, will require sizeable long-term investment in renewable generation and related infrastructure, including meaningful repowering and modernization of existing assets.
To that end, renewable energy developers are expected to continue to increase investments in wind and solar projects, as well as energy storage projects.
Utilities have increased the percentage of renewable electricity bought through power purchase agreements (PPAs) with renewable energy developers, and we believe are in the early stages of investing directly in renewable generation facilities, which could expand significantly over time as they pursue clean energy strategies and emissions-reduction initiatives.
Also, a growing number of corporate enterprises, particularly technology companies, are entering into PPAs with renewable energy developers to source renewable electricity to power their facilities and achieve their own carbon-reduction initiatives.
Increased battery storage is also being developed to support increased renewable energy production by providing shorter-term storage of electricity from renewable energy generation, particularly from solar facilities, which helps to manage the amount and timing of intermittent power placed on the grid from renewable generation.
These dynamics necessitate the development and construction of related infrastructure, including high-voltage electric transmission and substation infrastructure, that is necessary to interconnect and transmit electricity from new renewable energy generation facilities into the existing electric power grid and enhance grid reliability.
Additionally, we believe various legislative and policy objectives throughout North America support these industry and market trends.
For example, the Inflation Reduction Act of 2022 (IRA) includes policy and related financial incentives designed to support and accelerate, along with providing certainty for, the United States’ efforts to transition towards a reduced-carbon economy.
We believe the IRA includes, among other things, favorable provisions targeting increases in utility-scale wind, solar and energy storage capacity and increased domestic manufacturing capacity and availability of products and components for these projects, that could reduce supply chain risks in the future.
While we believe demand for our renewable infrastructure services will grow as a result of the IRA, the requirements associated with this legislation are complex, and the timing of the expected growth depends in part on the speed at which our customers determine how to proceed and the speed at which the incentives under the IRA are implemented.
*Services*
Services performed generally include:
*Business Environment*
With respect to these services, we are focused on specialty services and industries that we believe are driven by regulated utility spending; regulation, replacement and rehabilitation of aging infrastructure; and safety and environmental initiatives, including gas utility services, pipeline integrity and transmission services and downstream industrial services.
We believe this strategic decision provides a greater level of business sustainability and predictability and helps to offset the cyclicality of larger pipeline projects described below.
Natural gas utilities have implemented multi-decade modernization programs to replace aging cast iron, bare steel and plastic system infrastructure with modern materials for safety, reliability and environmental purposes, and regulatory measures have increased the frequency and stringency of pipeline integrity testing requirements that require our customers to test, inspect, repair, maintain and replace pipeline infrastructure to ensure that it operates in a safe, reliable and environmentally conscious manner.
Further, permitting challenges associated with construction of new pipelines can make existing pipeline infrastructure more valuable, motivating owners to extend the useful life of existing pipeline assets through integrity initiatives.
Additionally, with respect to our downstream industrial services, including our high-pressure and
critical-path turnaround services, as well as our capabilities with respect to instrumentation and electrical services, piping, fabrication and storage tanks services, and other industrial services, we believe that processing facilities located along the U.S. Gulf Coast region should have certain long-term strategic advantages due to their proximity to competitively priced and abundant hydrocarbon resources.
Our revenues related to larger pipeline services have fluctuated in recent years.
The Renewable Energy Infrastructure Solutions segment was added primarily due to our acquisition of Blattner Holding Company and its operating subsidiaries (collectively, Blattner) during 2021, as described further below.
The acquisition of Blattner significantly expanded and enhanced our existing services with respect to the renewable energy generation industry.
In conjunction with this change in reportable segments, certain prior period amounts have been recast to conform to our new segment reporting structure.
*Financial Statements and Supplementary Data* of this Annual Report, and for additional information on our training facility and postsecondary educational institution, see *Human Capital Resources - Employee Recruiting, Development and Training* below.
Recent Significant Acquisition
On October 13, 2021, we completed the acquisition of Blattner, a large and leading utility-scale renewable energy infrastructure solutions provider that is located in and primarily operates in North America.
Consideration for this acquisition was $2.37 billion paid or payable in cash (subject to certain adjustments) and 3,326,955 shares of Quanta common stock, which had a fair value of $345.4 million as of the date of the acquisition.
Additionally, pursuant to the terms of the agreement and plan of merger, the former owners of Blattner are eligible for the potential payment of up to $300.0 million of contingent consideration, payable to the extent the acquired business achieves certain financial performance targets over a three-year period beginning in January 2022.
Since the acquisition date, Blattner’s results of operations have been included in our consolidated financial statements within the Renewable Energy Infrastructure Solutions segment.
See Note 6 of the Notes to Consolidated Financial Statements in Item 8.
*Financial Statements and Supplementary Data* of this Annual Report for further information regarding this and our other recent acquisitions.
| l | | | ATCO Electric | | | l | | | NextBridge Infrastructure, LP | | |
| l | | | Enterprise Products Partners L.P. | | | l | | | Puget Sound Energy, Inc. | | |
| l | | | Eversource Energy | | | l | | | The Southern Company | | |
| l | | | Exelon Corporation | | | l | | | TC Energy Corporation | | |
| l | | | Fortis Inc. | | | l | | | Wataynikaneyap Power | | |
overall economy caused by the pandemic associated with the novel coronavirus disease (COVID-19).
However, to the extent commodity prices continue to strengthen and the global economy continues to recover, we believe the outlook for services with respect to these customers will improve.
For additional information on the trends associated with these customers and industries, see *Overview - Business Environment* and *Results of Operations* in Item 7.
*Management*’*s Discussion and Analysis of Financial Condition* of this Annual Report.
The markets in which we operate are highly competitive.
*Equipment.* We depend on the availability of certain equipment, including specialty vehicles, to perform our services.
For example, based on, among other things, the significant worldwide shortage of semiconductors, vehicle manufacturers are experiencing production delays with respect to new vehicles for our fleet (both on-road and specialty vehicles) and vehicle parts (e.g., tires), all of which we utilize in our operations.
Certain of our vehicle delivery orders scheduled for delivery in 2022 have
been delayed and canceled.
While we believe we have taken steps to secure delivery of a sufficient amount of vehicles in the near term and do not anticipate any significant disruptions with respect to our fleet, to the extent the production issues become worse than expected or become longer-term in nature, our operations could be negatively impacted.
To the extent these or other dynamics delay our customers’ projects or impact their decision-making with respect to timing of future projects, our business and demand for our services could be negatively impacted.
Furthermore, under these contracts, a number of factors that we may not be able to predict or control, including those described above with respect to our customers, could negatively impact our ability to procure the materials we have agreed to procure for a project.
In such circumstances, we may be responsible for delays and additional costs associated with projects.
For additional information on seasonality and cyclicality, please see *Significant Factors Impacting Results* within Item 7.
*Management’s Discussion and Analysis of Financial Condition and Results of Operations* of this Annual Report.
Additionally, the overall regulatory environment can impact our customers’ projects and demand for our services, and in connection with the current heightened regulatory environment and increased regulatory enforcement and challenges, our customers have experienced delays, reductions in scope and cancellations of projects.
*Risk Factors* of this Annual Report and *Overview - Business Environment* in Item 7.
ongoing training requirements for our employees and have also developed and implemented critical safety equipment and innovations.
Furthermore, throughout the COVID-19 pandemic, the majority of our operations have continued, as they have been deemed essential to critical infrastructure.
In response to the changing operating environment during the course of the pandemic, we implemented additional safety protocols and procedures to protect the health and safety of our employees, such as the adoption of specialized training initiatives and the utilization of additional protective equipment for our employees operating in the field and additional sanitation measures for our offices, vehicles and equipment.
During the course of the pandemic, as circumstances dictated and in accordance with legal requirements, we also reduced non-essential business travel, applied work-from-home policies and developed other human resource guidance to help employees.
We have not experienced any meaningful impact on the availability of our workforce or key personnel as a result of the COVID-19 pandemic.
*Craft Skilled Labor.* Our industry is experiencing a shortage of journeyman linemen and specialty craft labor in certain geographic areas.
As a result, we support and utilize various training and educational programs, have developed additional company-wide and project-specific employee training and educational programs and developed strategic relationships with universities, the military and unions.
An excerpt. Shown here: 40 of 102 rewritten, 40 of 94 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Item 3. Legal Proceedings
2 rewritten, 1 added, 0 removed, 4 unchanged
These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damage, environmental liabilities, wage and hour claims and other employment-related damages, punitive damages, consequential damages, civil penalties or other losses, or injunctive or declaratory relief, as [removed: well as interest and attorneys’ fees associated with such claims.]
With respect to all such lawsuits, claims and proceedings, we record a reserve when [added: we believe] it is probable that a loss has been incurred and the amount of loss can be reasonably estimated.
well as interest and attorneys’ fees associated with such claims.
Cover and table of contents
41 rewritten, 5 added, 4 removed, 84 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
Houston, Texas [removed: 77056][added: 77008]
As of June 30, [removed: 2021] [added: 2022] (the last business day of the [removed: Registrant’s] [added: registrant’s] most recently completed second fiscal quarter), the aggregate market value of the Common Stock of the [removed: Registrant] [added: registrant] held by non-affiliates of the [removed: Registrant,] [added: registrant,] based on the last sale price of the Common Stock reported by the New York Stock Exchange on such date, was [removed: $12.5] [added: $17.8] billion.
As of February [removed: 22, 2022,] [added: 21, 2023,] the number of outstanding shares of Common Stock of the [removed: Registrant] [added: registrant] was [removed: 142,690,314.][added: 144,000,522.]
Portions of the [removed: Registrant’s] [added: registrant’s] Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
For the Year Ended December 31, [removed: 2021][added: 2022]
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| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7200d1c8f00d4244bbc0dba6cf6f0a87_193)] [added: Schedules](#id1c9677b208846fc84e3bdba230b4c3c_244)] | | | [removed: [129](#i7200d1c8f00d4244bbc0dba6cf6f0a87_193)] [added: [117](#id1c9677b208846fc84e3bdba230b4c3c_244)] | | |
| ITEM 16. | | | [Form 10-K [removed: Summary](#i7200d1c8f00d4244bbc0dba6cf6f0a87_199)] [added: Summary](#id1c9677b208846fc84e3bdba230b4c3c_250)] | | | [removed: [135](#i7200d1c8f00d4244bbc0dba6cf6f0a87_199)] [added: [123](#id1c9677b208846fc84e3bdba230b4c3c_250)] | | |
- Projected revenues, net income, earnings per share, margins, cash flows, liquidity, weighted average shares outstanding, capital [removed: expenditures] [added: expenditures, interest rates] and tax rates, as well as other projections of operating [added: results] and GAAP (as defined below) and non-GAAP financial [removed: results;][added: results, including EBITDA, adjusted EBITDA and backlog;]
- Expectations regarding opportunities, technological developments, competitive positioning, future economic and regulatory conditions and other trends in particular markets or industries, including with respect to our increased operations in the renewable energy market [removed: after our acquisition of Blattner (as defined below)] and the transition to a [removed: carbon-neutral] [added: reduced-carbon] economy;
- The business plans or financial condition of our customers, including with respect to the [removed: COVID-19 pandemic and the] transition to a [removed: carbon-neutral] [added: reduced-carbon] economy;
- The potential benefits from, and future financial and operational performance of, acquired businesses and our investments, including Blattner [added: Holding Company] and [added: its operating subsidiaries (collectively, Blattner) and] our equity interest in LUMA (as defined below);
- The expected value of contracts or intended contracts with customers, as well as the [added: expected timing,] scope, services, term or results of any awarded or expected projects;
- The development of and opportunities with respect to future projects, including renewable energy [removed: projects,] [added: projects and other projects designed to support transition to a reduced-carbon economy,] electrical grid modernization, upgrade and hardening projects and [removed: large] [added: larger] transmission and pipeline projects;
- The expected impact of changes and potential changes in [removed: climate;][added: climate and the physical and transition risks associated with climate change and the transition to a reduced-carbon economy;]
- Future capital allocation initiatives, including the amount and timing of, and strategies with respect to, any future acquisitions, [removed: investments or stock] [added: investments, cash dividends,] repurchases [removed: and expectations regarding the declaration, amount and timing] of [removed: any future cash dividends;][added: our equity or debt securities or repayments of other outstanding debt;]
- The [added: expected] impact of existing or potential legislation or [removed: regulation;][added: regulation, including the IRA (as defined below);]
- The expected [added: recognition and] realization of our remaining performance obligations or backlog;
- [removed: The expected] [added: Expectations regarding the] outcome of pending or threatened legal [added: proceedings, as well as the collection of amounts awarded in legal] proceedings;
2727 North Loop West
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| [SIGNATURES](#id1c9677b208846fc84e3bdba230b4c3c_253) | | | | | | [124](#id1c9677b208846fc84e3bdba230b4c3c_253) | | |
- The expected impact of global and domestic economic conditions on our business, financial condition, results of operations, cash flows and liquidity, including inflation, interest rates and recessionary economic conditions;
2800 Post Oak Boulevard, Suite 2600
| [SIGNATURES](#i7200d1c8f00d4244bbc0dba6cf6f0a87_202) | | | | | | [136](#i7200d1c8f00d4244bbc0dba6cf6f0a87_202) | | |
- Expectations regarding the pandemic associated with the novel coronavirus disease that began in 2019 (COVID-19), including the continued and potential impact of the COVID-19 pandemic and of governmental and customer responses to the pandemic on our business, operations, supply chain, personnel, financial condition, results of operations, cash flows and liquidity;
- The expected impact of inflation;
An excerpt. Shown here: 40 of 41 rewritten, all 5 added and all 4 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. Properties
7 rewritten, 0 added, 1 removed, 4 unchanged
We [removed: lease office space for our corporate headquarters in Houston, Texas, and] own and lease [removed: other] facilities throughout the United States, Canada, Australia and certain other foreign countries where we conduct business.
These facilities are utilized for operations in all of our reportable segments and include offices, equipment yards, warehouses, storage, maintenance shops and training and educational [removed: facilities.][added: facilities, including the training and educational facilities located at the Quanta Advanced Training Center in La Grange, Texas, and the campuses of Northwest Lineman College, our postsecondary educational institution, which are located in California, Florida, Idaho and Texas.]
As of December 31, [removed: 2021,] [added: 2022,] we owned [removed: 76] [added: 86] of our facilities and [added: certain real property and] leased the remainder.
Included in the owned facilities is [removed: certain] real [removed: property, including] [added: property and] associated [added: office] buildings and [removed: facilities,] [added: facilities] located in Houston, [removed: Texas,] [added: Texas] that we purchased [removed: through our wholly-owned captive insurance company] during 2021 and [removed: that is being developed for] [added: utilize as] our [removed: future] corporate [removed: headquarters, as further described in Note 8 of the Notes to Consolidated Financial Statements in Item 8.][added: headquarters.]
We believe that our existing [added: property and] facilities are suitable and adequate for our current needs; however, we continue to evaluate real estate strategies to support our recent growth.
We operate a fleet of owned and leased trucks and trailers, [added: as well as] support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, [added: sidebooms, dozers,] backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms, wire pullers, tensioners and helicopters.
As of December 31, [removed: 2021,] [added: 2022,] the total size of our [removed: rolling stock] [added: owned and leased] fleet was approximately [removed: 70,000] [added: 68,000] units.
*Financial Statements and Supplementary Data* of this Annual Report.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16 rewritten, 16 added, 14 removed, 22 unchanged
Our common stock is listed on the New York Stock Exchange [removed: (NYSE)] under the symbol “PWR.” On February [removed: 22, 2022,] [added: 21, 2023,] there were approximately [removed: 517] [added: 430] holders of record of our common stock.
[removed: Unregistered Sales] [added: Issuer Purchases] of [added: Equity] Securities During the Fourth Quarter of [removed: 2021][added: 2022]
[removed: Additionally, on October 1, 2021, December 1, 2021, December 17, 2021 and December 21, 2021,] [added: In January 2023,] we completed [added: three] acquisitions in which a portion of the consideration consisted of the unregistered issuance of shares of our common stock.
The aggregate consideration paid at closing in these acquisitions included [removed: 154,271] [added: 1,018,952] shares of our common stock, valued at [removed: $14.4] [added: $123.5] million as of the acquisition dates.
[removed: *Financial Statements and Supplementary Data* of this Annual Report*.*] The shares of common stock issued in these transactions were 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 owners of the businesses acquired in a privately negotiated transaction not involving any public offering or solicitation.
The following table contains information about our purchases of equity securities during the three months ended December 31, [removed: 2021.][added: 2022.]
| Period | | | | | | Total Number of Shares Purchased [added: (1) (2)] | | | | | | Average Price Paid per Share | | | | | | Total [removed: Number of] [added: Number of] Shares [removed: Purchased as] [added: Purchased as] Part of [removed: Publicly Announced] [added: Publicly Announced] Plans or Programs [added: (1)] | | | | | | Maximum Number (or Approximate Dollar Value) of Shares [removed: That May Yet] [added: that may yet] be Purchased Under the Plans or [removed: Programs(1)] [added: Programs (1)] | | |
| Open Market Stock Repurchases (1) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 472,819,735] [added: 345,073,142] | |
[removed: (1)On] [added: On] August 6, 2020, we issued a press release announcing that our Board of Directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2023, up to [removed: $500.0] [added: $500] million of our outstanding common stock.
In addition, as discussed in [removed: Notes] [added: Note] 10 [removed: and 13] in Item 8.
The following graph compares, for the period from December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021,] [added: 2022,] the cumulative stockholder return on our common stock with the cumulative total return of the S&P 500 Index (the S&P 500), the S&P MidCap 400 Index (the S&P Mid-Cap 400) and a peer group selected by our management that includes public companies within our industries.
The companies in the peer group were selected to represent a broad group of publicly held corporations with operations similar to ours, and includes AECOM, Dycom Industries, Inc., EMCOR Group Inc., Fluor Corporation, Jacobs [removed: Engineering Group] [added: Solutions] Inc., KBR, Inc., MasTec, Inc., MYR Group Inc. and Primoris Services Corporation.
The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the S&P 500, the S&P MidCap 400 and the peer group on December 31, [removed: 2016] [added: 2017] and tracks their relative performance through December 31, [removed: 2021.][added: 2022.]
The returns of each company in the peer group [removed: is] [added: are] weighted based on the market capitalization of that company at the
[removed: ][added: ]
| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |
Unregistered Sales of Securities
*Financial Statements and Supplementary Data* of this Annual Report*.*
| October 1 - 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Open Market Stock Repurchases (1) | | | | | | 79,444 | | | | | | $ | 131.56 | | | | | 79,444 | | | | | | $ | 346,024,544 | |
| Tax Withholding (2) | | | | | | 8,073 | | | | | | $ | 129.81 | | | | | — | | | | | | | | |
| November 1 - 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Open Market Stock Repurchases (1) | | | | | | 6,875 | | | | | | $ | 138.39 | | | | | 6,875 | | | | | | $ | 345,073,142 | |
| Tax Withholding (2) | | | | | | 18,438 | | | | | | $ | 141.91 | | | | | — | | | | | | | | |
| December 1 - 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax Withholding (2) | | | | | | 4,697 | | | | | | $ | 148.10 | | | | | — | | | | | | | | |
| As of December 31, 2022 | | | | | | 117,527 | | | | | | | | | | | | 86,319 | | | | | | $ | 345,073,142 | |
(1)Includes shares repurchased as of the trade date of such repurchases.
| Quanta Services, Inc. | | | | | | $ | 100.00 | | | | | $ | 77.06 | | | | | $ | 104.68 | | | | | $ | 186.07 | | | | | $ | 296.77 | | | | | $ | 369.87 | |
| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | |
| S&P MidCap 400 | | | | | | $ | 100.00 | | | | | $ | 88.92 | | | | | $ | 112.21 | | | | | $ | 127.54 | | | | | $ | 159.12 | | | | | $ | 138.34 | |
| Peer Group | | | | | | $ | 100.00 | | | | | $ | 74.17 | | | | | $ | 102.51 | | | | | $ | 117.75 | | | | | $ | 164.02 | | | | | $ | 167.44 | |
On October 13, 2021, we completed the acquisition of Blattner.
A portion of the consideration for the acquisition consisted of 3,326,955 shares of our common stock, valued at $345.4 million as of the acquisition date.
Issuer Purchases of Equity Securities During the Fourth Quarter of 2021
| October 1 - 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax Withholdings (2) | | | | | | 7,767 | | | | | | $ | 116.98 | | | | | — | | | | | | | | |
| November 1 - 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax Withholdings (2) | | | | | | 5,999 | | | | | | $ | 117.89 | | | | | — | | | | | | | | |
| December 1 - 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax Withholdings (2) | | | | | | 3,443 | | | | | | $ | 115.08 | | | | | — | | | | | | | | |
| Total | | | | | | 17,209 | | | | | | | | | | | | — | | | | | | $ | 472,819,735 | |
| Quanta Services, Inc. | | | | | | $ | 100.00 | | | | | $ | 112.22 | | | | | $ | 86.48 | | | | | $ | 117.48 | | | | | $ | 208.81 | | | | | $ | 333.05 | |
| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |
| S&P MidCap 400 | | | | | | $ | 100.00 | | | | | $ | 116.24 | | | | | $ | 103.36 | | | | | $ | 130.44 | | | | | $ | 148.26 | | | | | $ | 184.96 | |
| Peer Group | | | | | | $ | 100.00 | | | | | $ | 113.46 | | | | | $ | 84.16 | | | | | $ | 116.31 | | | | | $ | 133.60 | | | | | $ | 186.09 | |
Item 8. Financial Statements and Supplementary Data
727 rewritten, 342 added, 477 removed, 819 unchanged
| [Report of [removed: Management](#i7200d1c8f00d4244bbc0dba6cf6f0a87_88)] [added: Management](#id1c9677b208846fc84e3bdba230b4c3c_97)] | | | [removed: [66](#i7200d1c8f00d4244bbc0dba6cf6f0a87_88)] [added: [58](#id1c9677b208846fc84e3bdba230b4c3c_97)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i7200d1c8f00d4244bbc0dba6cf6f0a87_91)] [added: Firm](#id1c9677b208846fc84e3bdba230b4c3c_100)] (PCAOB ID 238) | | | [removed: [67](#i7200d1c8f00d4244bbc0dba6cf6f0a87_91)] [added: [59](#id1c9677b208846fc84e3bdba230b4c3c_100)] | | |
| [Consolidated Balance [removed: Sheets](#i7200d1c8f00d4244bbc0dba6cf6f0a87_94)] [added: Sheets](#id1c9677b208846fc84e3bdba230b4c3c_103)] | | | [removed: [70](#i7200d1c8f00d4244bbc0dba6cf6f0a87_94)] [added: [61](#id1c9677b208846fc84e3bdba230b4c3c_103)] | | |
| [Consolidated Statements of [removed: Operations](#i7200d1c8f00d4244bbc0dba6cf6f0a87_97)] [added: Operations](#id1c9677b208846fc84e3bdba230b4c3c_106)] | | | [removed: [71](#i7200d1c8f00d4244bbc0dba6cf6f0a87_97)] [added: [62](#id1c9677b208846fc84e3bdba230b4c3c_106)] | | |
[removed: | [Consolidated Statements of Comprehensive Income](#i7200d1c8f00d4244bbc0dba6cf6f0a87_100) | | | [72](#i7200d1c8f00d4244bbc0dba6cf6f0a87_100) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]
| [Consolidated Statements of Cash [removed: Flows](#i7200d1c8f00d4244bbc0dba6cf6f0a87_103)] [added: Flows](#id1c9677b208846fc84e3bdba230b4c3c_112)] | | | [removed: [73](#i7200d1c8f00d4244bbc0dba6cf6f0a87_103)] [added: [64](#id1c9677b208846fc84e3bdba230b4c3c_112)] | | |
| [Consolidated Statements of [removed: Equity](#i7200d1c8f00d4244bbc0dba6cf6f0a87_106)] [added: Equity](#id1c9677b208846fc84e3bdba230b4c3c_115)] | | | [removed: [74](#i7200d1c8f00d4244bbc0dba6cf6f0a87_106)] [added: [65](#id1c9677b208846fc84e3bdba230b4c3c_115)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i7200d1c8f00d4244bbc0dba6cf6f0a87_109)] [added: Statements](#id1c9677b208846fc84e3bdba230b4c3c_118)] | | | [removed: [75](#i7200d1c8f00d4244bbc0dba6cf6f0a87_109)] [added: [66](#id1c9677b208846fc84e3bdba230b4c3c_118)] | | |
Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.
We have audited the accompanying consolidated balance sheets of Quanta Services, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022] and [removed: 2020] [added: 2021,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
[added: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
*Revenue Recognition - Determination of Total Estimated Contract Costs [added: and Revenue Related to Estimated Change Orders and Claims] for Contracts Recognized Over Time*
Under unit-price contracts with more than an insignificant amount of partially completed units and fixed price contracts, the Company recognizes revenue as performance obligations are satisfied over time, with the percentage [added: of] completion generally measured as the percentage of costs incurred to total estimated costs for such performance obligation.
During the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 45.9%] [added: 51.6%] of the Company’s revenues recognized were associated with this revenue recognition method.
Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors, including unforeseen or changed circumstances not included in management’s cost estimates or covered by [removed: its] [added: the] contracts.
The principal considerations for our determination that performing procedures relating to revenue recognition for contracts recognized over time is a critical audit matter are (i) the significant judgment by management when determining the total estimated contract costs and [added: revenue related to estimated change orders and claims and] (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s estimate of the total [added: estimated contract] costs [removed: of the contracts recognized over time.][added: and revenue related to estimated change orders and claims.]
These procedures included testing the effectiveness of controls relating to the revenue recognition [removed: process and] [added: process, including controls related to] the determination of total estimated contract costs [removed: for contracts recognized over time.][added: and revenue related to estimated change orders and claims.]
These procedures also included, among others, for a sample of contracts, (i) testing management’s process for determining the total estimated contract [removed: costs] [added: costs,] which included evaluating the contracts and other documents that support those estimates, and testing [removed: of] [added: the] underlying contract costs; (ii) evaluating management’s ability to reasonably estimate total contract costs by performing a comparison of the total estimated contract costs as compared with prior period estimates, including evaluating the timely identification of circumstances that may warrant a modification to the total estimated contract costs; [removed: and] (iii) [added: testing management’s process for determining the revenue related to estimated change orders and claims, which included] evaluating management’s [added: assessment of whether it is probable that the contract price will be adjusted, and testing the amount of any such adjustment for the change order or claim; and (iv) evaluating management’s] methodologies and the consistency of management’s methodologies over the [removed: life] [added: lives] of [removed: the contract.][added: contracts.]
| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | [added: | | | 2020 | | |]
| Cash and cash equivalents | | | | | | $ | [added: 428,505 | | | | | $ |] 229,097 | | | | | $ | 184,620 | | [added: | | | $ | 164,798 | |]
| Contract assets | | | | | | [added: $ | 1,080,206 | | | | | $ |] 803,453 | | | | | [added: $] | 453,832 | | [removed: |]
| Inventories | | | | | | [removed: 84,659] [added: 103,265] | | | | | | [removed: 50,472] [added: 84,659] | | |
| Prepaid expenses and other current assets | | | | | | [removed: 215,050] [added: 249,569] | | | | | | [removed: 183,382] [added: 215,050] | | |
| Total current assets | | | | | | [removed: 4,732,577] [added: 5,536,070] | | | | | | [removed: 3,588,389] [added: 4,732,577] | | |
| Property and equipment, net of accumulated depreciation [removed: of $1,503,498 and $1,372,132] | | | | | | [removed: 1,919,697] | | | [added: $] | [added: 2,030,464] | | [removed: 1,560,656] | | | [added: $ | 1,919,697 | |]
| Operating lease right-of-use assets | | | | | | [removed: 240,605] [added: 229,691] | | | | | | [removed: 256,845] [added: 240,605] | | |
| Other assets, net | | | | | | [removed: 632,244] [added: 622,736] | | | | | | [removed: 435,713] [added: 632,244] | | |
| Goodwill | | | | | | [removed: 3,528,886] [added: 3,586,745] | | | | | | [removed: 2,121,014] [added: 3,528,886] | | |
| Total assets | | | | | | $ | [removed: 12,855,189] [added: 13,464,337] | | | | | $ | [removed: 8,398,272] [added: 12,855,189] | |
| Current maturities of long-term debt and short-term debt | | | | | | $ | [removed: 29,166] [added: 37,495] | | | | | $ | [removed: 14,764] [added: 29,166] | |
| Current portion of operating lease liabilities | | | | | | [removed: 78,251] [added: 74,052] | | | | | | [removed: 85,134] [added: 78,251] | | |
| Accounts payable and accrued expenses | | | | | | [removed: 2,254,671] [added: 2,153,129] | | | | | | [removed: 1,509,794] [added: 2,254,671] | | |
| Contract liabilities | | | | | | [added: $ | 1,141,518 | | | | | $ |] 802,872 | | | | | [added: $] | 528,864 | | [removed: |]
| Total current liabilities | | | | | | [removed: 3,164,960] [added: 3,406,194] | | | | | | [removed: 2,138,556] [added: 3,164,960] | | |
Management determines the probability that costs associated with change orders and claims will be recovered based on, among other things, contractual entitlement, past practices with the customer, specific discussions or preliminary negotiations with the customer and verbal approvals by the customer.
The Company recognizes amounts associated with change orders and claims as revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated.
February 23, 2023
| Accounts receivable, net | | | | | | 3,674,525 | | | | | | 3,400,318 | | |
| Other intangible assets, net | | | | | | 1,458,631 | | | | | | 1,801,180 | | |
| Other (loss) income | | | | | | (356) | | | | | | 1,185 | | | | | | (2,618) | | |
| Net income | | | | | | $ | 511,643 | | | | | $ | 491,983 | | | | | $ | 451,959 | |
| Unrealized loss from mark-to-market adjustment on investment | | | | | | 91,500 | | | | | | — | | | | | | — | | |
| Gains on sales of investments | | | | | | (32,572) | | | | | | — | | | | | | — | | |
| Impairment of non-marketable equity security | | | | | | — | | | | | | — | | | | | | 9,311 | | |
| Proceeds from the sale or settlement of certain investments | | | | | | 20,639 | | | | | | 29,109 | | | | | | 13,963 | | |
| Payments of financing costs | | | | | | (452) | | | | | | (12,568) | | | | | | (11,089) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72,988) | | | | | | — | | | | | | (72,988) | | | | | | — | | | | | | (72,988) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation activity | | | 1,357,661 | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,578 | | | | | | — | | | | | | — | | | | | | (80,049) | | | | | | 23,529 | | | | | | — | | | | | | 23,529 | | |
| Common stock repurchases | | | (1,060,997) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (127,747) | | | | | | (127,747) | | | | | | — | | | | | | (127,747) | | |
| Contributions from non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 227 | | | | | | 227 | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 491,189 | | | | | | — | | | | | | — | | | | | | 491,189 | | | | | | 20,454 | | | | | | 511,643 | | |
| Balance at December 31, 2022 | | | 142,930,598 | | | | | | $ | 2 | | | | | — | | | | | | $ | — | | | | | $ | 2,718,988 | | | | | $ | 4,163,212 | | | | | $ | (310,677) | | | | | $ | (1,188,061) | | | | | $ | 5,383,464 | | | | | $ | 15,355 | | | | | $ | 5,398,819 | |
TABLE OF CONTENTS
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | Page | | |
| [1.](#id1c9677b208846fc84e3bdba230b4c3c_121) [Description of](#id1c9677b208846fc84e3bdba230b4c3c_121) [Business](#id1c9677b208846fc84e3bdba230b4c3c_121) | | | [67](#id1c9677b208846fc84e3bdba230b4c3c_121) | | |
| [2. Basis of Presentation and](#id1c9677b208846fc84e3bdba230b4c3c_124) [Accounting Policies](#id1c9677b208846fc84e3bdba230b4c3c_124) | | | [67](#id1c9677b208846fc84e3bdba230b4c3c_124) | | |
| [4. Revenue Recognition and Related Balance Sheet Accounts](#id1c9677b208846fc84e3bdba230b4c3c_136) | | | [73](#id1c9677b208846fc84e3bdba230b4c3c_136) | | |
| [5. Segment Information](#id1c9677b208846fc84e3bdba230b4c3c_139) | | | [78](#id1c9677b208846fc84e3bdba230b4c3c_139) | | |
| [6. Acquisitions](#id1c9677b208846fc84e3bdba230b4c3c_142) | | | [80](#id1c9677b208846fc84e3bdba230b4c3c_142) | | |
| [9. Per Share Information](#id1c9677b208846fc84e3bdba230b4c3c_154) | | | [88](#id1c9677b208846fc84e3bdba230b4c3c_154) | | |
| [10. Debt Obligations](#id1c9677b208846fc84e3bdba230b4c3c_157) | | | [89](#id1c9677b208846fc84e3bdba230b4c3c_157) | | |
| [11. Leases](#id1c9677b208846fc84e3bdba230b4c3c_163) | | | [92](#id1c9677b208846fc84e3bdba230b4c3c_163) | | |
| [12. Income Taxes](#id1c9677b208846fc84e3bdba230b4c3c_169) | | | [94](#id1c9677b208846fc84e3bdba230b4c3c_169) | | |
| [13. Equity](#id1c9677b208846fc84e3bdba230b4c3c_175) | | | [98](#id1c9677b208846fc84e3bdba230b4c3c_175) | | |
| [14. Stock-Based Compensation](#id1c9677b208846fc84e3bdba230b4c3c_181) | | | [99](#id1c9677b208846fc84e3bdba230b4c3c_181) | | |
| [15. Employee Benefit Plans](#id1c9677b208846fc84e3bdba230b4c3c_184) | | | [101](#id1c9677b208846fc84e3bdba230b4c3c_184) | | |
| [16. Commitments and Contingencies](#id1c9677b208846fc84e3bdba230b4c3c_190) | | | [104](#id1c9677b208846fc84e3bdba230b4c3c_190) | | |
| [17. Detail of Certain Accounts](#id1c9677b208846fc84e3bdba230b4c3c_199) | | | [111](#id1c9677b208846fc84e3bdba230b4c3c_199) | | |
| [18. Supplemental Cash Flow Information](#id1c9677b208846fc84e3bdba230b4c3c_205) | | | [112](#id1c9677b208846fc84e3bdba230b4c3c_205) | | |
Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021 excluded the ten businesses we acquired in 2021.
Such exclusion was in accordance with SEC guidance that an assessment of recently acquired businesses may be omitted in management’s report on internal control over financial reporting, provided the acquisition took place within twelve months of management’s evaluation.
These acquisitions comprised approximately 5.1% and 3.8% of our consolidated assets and revenues as of and for the year ended December 31, 2021 and included the acquisition of Blattner, which comprised approximately 4.0% and 3.4% of our consolidated assets and revenues as of and for the year ended December 31, 2021.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded ten acquired businesses from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021.
We have also excluded these ten acquired businesses from our audit of internal control over financial reporting.
These acquired businesses, each of which is wholly-owned, comprised, in the aggregate, total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting of approximately 5.1% and 3.8% of consolidated total assets and consolidated total revenues, respectively, as of and for the year ended December 31, 2021.
The most significant of these entities, representing 4.0% of consolidated total assets and 3.4% of consolidated total revenues was Blattner.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
The estimating process is based on the professional knowledge and experience of management’s project estimators, project managers and finance professionals.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
*Acquisition of Blattner Holding Company – Valuation of the Customer Relationship Intangible Asset*
As described in Notes 2 and 6 to the consolidated financial statements, the Company completed the acquisition of Blattner Holding Company and its operating subsidiaries (collectively, “Blattner”) on October 13, 2021.
The acquisition resulted in $1,425 million of identifiable intangible assets being recorded, of which $1,045 million related to customer relationships.
The fair value of customer relationships is estimated as of the date a business is acquired based on the value-in-use concept utilizing the income approach, specifically the multi-period excess earnings method.
This method discounts to present value the projected cash flows attributable to the customer relationships, with consideration given to customer contract renewals and estimated customer attrition rates.
The significant estimates used by management in determining the fair value of the customer relationship intangible asset include future revenues, the discount rate and the customer attrition rate.
The principal considerations for our determination that performing procedures relating to the valuation of the customer relationship intangible asset acquired in the acquisition of Blattner is a critical audit matter are (i) the significant judgment by management when developing the fair value of the customer relationship intangible asset; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumptions related to future revenues, the discount rate, and the customer attrition rate, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired customer relationship intangible asset and controls over the development of significant assumptions related to future revenues, the discount rate, and the customer attrition rate.
These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value of the customer relationship intangible asset; (iii) evaluating the appropriateness of the multi-period excess earnings method and the reasonableness of significant assumptions related to future revenues, the discount rate, and the customer attrition rate for the customer relationship intangible asset; and (iv) testing the completeness and accuracy of underlying data used in the multi-period excess earnings method.
Evaluating the reasonableness of future revenues involved considering the past performance of the acquired business, as well as economic forecasts.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s multi-period excess earnings method and the reasonableness of the discount rate and customer attrition rate significant assumptions.
February 25, 2022
QUANTA SERVICES, INC. AND SUBSIDIARIES
| | | | | | | December 31, | | | | | | | | |
| Accounts receivable, net of allowances of $49,749 and $16,546 | | | | | | 3,400,318 | | | | | | 2,716,083 | | |
| Other intangible assets, net of accumulated amortization of $682,498 and $517,574 | | | | | | 1,801,180 | | | | | | 435,655 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Earnings per share attributable to common stock: | | | | | | | | | | | | | | | | | | | | |
| Other, net of tax of $(381), $865 and $(200) | | | | | | 1,185 | | | | | | (2,618) | | | | | | 695 | | |
| Impairment of cost method investment | | | | | | — | | | | | | 9,311 | | | | | | — | | |
| Cash received from investments | | | | | | 29,109 | | | | | | 13,963 | | | | | | 46,590 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2018 | | | 141,103,900 | | | | | | $ | 2 | | | | | 486,112 | | | | | | $ | — | | | | | 1 | | | | | | $ | — | | | | | $ | 1,967,354 | | | | | $ | 2,477,291 | | | | | $ | (286,048) | | | | | $ | (554,440) | | | | | $ | 3,604,159 | | | | | $ | 1,294 | | | | | $ | 3,605,453 | |
| Acquisitions | | | 60,860 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,791 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,791 | | | | | | — | | | | | | 1,791 | | |
| Stock-based compensation activity | | | 1,085,165 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 55,465 | | | | | | — | | | | | | — | | | | | | (20,379) | | | | | | 35,086 | | | | | | — | | | | | | 35,086 | | |
| Retirement of preferred stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Common stock repurchases | | | (375,536) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,954) | | | | | | (11,954) | | | | | | — | | | | | | (11,954) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 402,044 | | | | | | — | | | | | | — | | | | | | 402,044 | | | | | | 4,771 | | | | | | 406,815 | | |
| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,821 | | | | | | — | | | | | | 8,821 | | | | | | — | | | | | | 8,821 | | |
An excerpt. Shown here: 40 of 727 rewritten, 40 of 342 added and 40 of 477 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
2 rewritten, 0 added, 5 removed, 22 unchanged
[added: Based on this evaluation,] these officers have concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Based on this evaluation,
As described in *Report of Management*, management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021 excluded the ten businesses we acquired in 2021.
Such exclusion was in accordance with SEC guidance that an assessment of recently acquired businesses may be omitted in management’s report on internal control over financial reporting, provided the acquisitions took place within twelve months of management’s evaluation.
These acquisitions comprised approximately 5.1% and 3.8% of our consolidated assets and revenues as of and for the year ended December 31, 2021 and included the acquisition of Blattner, which comprised approximately 4.0% and 3.4% of our consolidated assets and revenues as of and for the year ended December 31, 2021.
We are in the process of integrating each acquired business into our overall internal control over financial reporting process.
Item 9B. Other Information
0 rewritten, 1 added, 0 removed, 1 unchanged
*[Index](#id1c9677b208846fc84e3bdba230b4c3c_7)*
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 10 is incorporated by reference to the definitive proxy statement related to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our [removed: 2021] [added: 2022] fiscal year.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 11 is incorporated by reference to the definitive proxy statement related to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our [removed: 2021] [added: 2022] fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 12 is incorporated by reference to the definitive proxy statement related to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our [removed: 2021] [added: 2022] fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 13 is incorporated by reference to the definitive proxy statement related to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our [removed: 2021] [added: 2022] fiscal year.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item 14 is incorporated by reference to the definitive proxy statement related to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our [removed: 2021] [added: 2022] fiscal year.
Item 15. Exhibits and Financial Statement Schedules
48 rewritten, 1 added, 6 removed, 46 unchanged
| 3.2 | | | — | | | [Bylaws of Quanta Services, Inc., as amended and [removed: restated December 6, 2018 (previously] [added: restated](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm) [J](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm)[anuary 13, 202](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm) [(previously] filed as Exhibit 3.1 to the Company’s Form 8-K [removed: filed December 11, 2018 and] [added: filed](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm) [J](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm)[anuary](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm) [19, 2023](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm) [and] incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518347045/d547415dex31.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/1050915/000119312523010969/d439875dex31.htm))] | | | | | |
| [removed: 4.1] [added: 4.1ˆ] | | | — | | | [Description of Quanta Services, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934 (previously filed as Exhibit 4.1 to the Company’s Form 10-K filed March 1, 2021 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/0001050915/000105091521000009/pwr-ex41x12312020.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1050915/000105091523000010/pwr-ex41x12312022.htm)] | | | | | |
| [removed: 10.2*] [added: 10.3*] | | | — | | | [Form of RSU Award Agreement for awards to employees/consultants pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K filed May 24, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519157174/d765169dex102.htm) | | | | | |
| [removed: 10.3*] [added: 10.4*] | | | — | | | [Form of RSU Award Agreement for awards to non-employee directors pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.3 to the Company’s Form 8-K filed May 24, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519157174/d765169dex103.htm) | | | | | |
| [removed: 10.4*] [added: 10.5*] | | | — | | | [Form of PSU Award Agreement for awards to employees/consultants pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Form 8-K filed May 24, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519157174/d765169dex104.htm) | | | | | |
| [removed: 10.5*] [added: 10.2*] | | | [removed: —] | | | [removed: [Quanta] [added: [Amendment No. 1 to the Quanta] Services, Inc. [removed: 2011] [added: 2019] Omnibus Equity Incentive Plan (previously filed as Exhibit [removed: 4.5] [added: 10.2] to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/1050915/000119312522164013/d280914dex102.htm)’[s] Form [removed: S-8] [added: 8-K] filed May [removed: 20, 2011] [added: 31, 2022] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012311052476/h82371exv4w5.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312522164013/d280914dex102.htm)] | | | | | |
| [removed: 10.6*] [added: 10.8*] | | | — | | | [removed: [Amendment No. 1 to the] [added: [Employment Agreement dated September 12, 2017, effective as of January 1, 2017, by and between] Quanta Services, Inc. [removed: 2011 Omnibus Equity Incentive Plan] [added: and Paul C. Gregory] (previously filed as Exhibit [removed: 10.4] [added: 10.1] to the Company’s Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2013] [added: 2017] filed [removed: August] [added: November] 9, [removed: 2013] [added: 2017] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312513328613/d542165dex104.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000105091517000057/pwr9-30x2017ex101.htm)] | | | | | |
| [removed: 10.7*] [added: 10.16*] | | | — | | | [removed: [Amendment No. 2 to the Quanta] [added: [Quanta] Services, Inc. [removed: 2011 Omnibus Equity Incentive] [added: Non-Employee Director Deferred Compensation] Plan [added: dated effective January 1, 2017] (previously filed as Exhibit [removed: 10.1] [added: 10.25] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2016 filed [removed: August 8, 2016] [added: March 1, 2017] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312516675265/d196610dex101.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312517064821/d295903dex1025.htm)] | | | | | |
| [removed: 10.8*] [added: 10.7*] | | | — | | | [removed: [Amendment No. 3 to the] [added: [Employment Agreement dated March 29, 2012, effective as of May 17, 2012, by and between] Quanta Services, Inc. [removed: 2011 Omnibus Equity Incentive Plan] [added: and Derrick A. Jensen] (previously filed as Exhibit [removed: 10.4] [added: 10.2] to the Company’s Form 8-K filed [removed: May 30, 2018] [added: April 2, 2012] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518178558/d595183dex104.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312512144780/d327880dex102.htm)] | | | | | |
| [removed: 10.9*] [added: 10.6*] | | | — | | | [removed: [Amendment No. 4 to the] [added: [Employment Agreement dated September 1, 2016, effective as of March 14, 2016, by and between] Quanta Services, Inc. [removed: 2011 Omnibus Equity Incentive Plan] [added: and Earl C. Austin, Jr.] (previously filed as Exhibit [removed: 10.6] [added: 10.1] to the Company’s Form 8-K filed [removed: March 14, 2019] [added: September 8, 2016] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519074892/d698396dex106.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312516705198/d253011dex101.htm)] | | | | | |
| [removed: 10.13*] [added: 10.10*] | | | — | | | [Employment Agreement dated [removed: September 1, 2016,] [added: March 31, 2020,] effective as of [removed: March 14, 2016,] [added: April 1, 2020,] by and between Quanta Services, Inc. and [removed: Earl C. Austin, Jr.] [added: James Redgie Probst] (previously filed as Exhibit 10.1 to the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-Q] filed [removed: September] [added: May] 8, [removed: 2016] [added: 2020] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312516705198/d253011dex101.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000105091520000073/pwr03-31x2020ex101.htm)] | | | | | |
| [removed: 10.14*] [added: 10.9*] | | | — | | | [Employment Agreement dated [removed: March 29, 2012,] [added: September 12, 2017,] effective as of May [removed: 17, 2012,] [added: 15, 2017,] by and between Quanta Services, Inc. and [removed: Derrick A. Jensen] [added: Donald C. Wayne] (previously filed as Exhibit 10.2 to the Company’s Form [removed: 8-K] [added: 10-Q for the quarter ended September 30, 2017] filed [removed: April 2, 2012] [added: November 9, 2017] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312512144780/d327880dex102.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000105091517000057/pwr9-30x2017ex102.htm)] | | | | | |
| [removed: 10.15*] [added: 10.17*] | | | — | | | [removed: [Employment Agreement dated September 12, 2017, effective] [added: [Quanta Services, Inc. Nonqualified Deferred Compensation Plan,] as [removed: of] [added: restated effective] January 1, 2017, [removed: by and between Quanta Services, Inc. and Paul C. Gregory] [added: including the Nonqualified Deferred Compensation Plan Adoption Agreement] (previously filed as Exhibit [removed: 10.1] [added: 10.27] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2017] [added: December 31, 2016] filed [removed: November 9,] [added: March 1,] 2017 and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000105091517000057/pwr9-30x2017ex101.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312517064821/d295903dex1027.htm)] | | | | | |
| [removed: 10.16*] [added: 10.11*] | | | [removed: —] | | | [removed: [Employment Agreement dated September 12, 2017, effective as] [added: [Amended and Restated Employment Agreement,](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [dated](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [as] of [removed: May 15, 2017,] [added: July 18, 2022,] by and between [removed: Quanta Services,] [added: Qu](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm)[anta](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [Services,] Inc. and [removed: Donald C. Wayne] [added: Jayshree Desai] (previously filed as [removed: Exhibit 10.2] [added: Ex](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm)[hibit 10.3] to the [removed: Company’s Form] [added: Company](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm)’[s](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [Form] 10-Q for [removed: the quarter] [added: the](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [quarter] ended September 30, [removed: 2017 filed November 9, 2017] [added: 2022] and incorporated [removed: herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000105091517000057/pwr9-30x2017ex102.htm)] [added: herein](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [by](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm) [reference](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm)[)](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000122/pwr09-30x2022ex103.htm)] | | | | | |
| [removed: 10.17*] [added: 10.32] | | | — | | | [removed: [Employment Agreement dated March 31, 2020, effective as] [added: [Form] of [removed: April 1, 2020, by and] [added: Commercial Paper Dealer Agreement] between Quanta Services, Inc. and [removed: James Redgie Probst] [added: the Dealer party thereto] (previously filed as Exhibit 10.1 to [removed: the Company's] [added: Quanta's] Form [removed: 10-Q] [added: 8-K] filed [removed: May 8, 2020] [added: August 24, 2022] and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000105091520000073/pwr03-31x2020ex101.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312522228039/d351102dex101.htm)] | | | | | |
| [removed: 10.18*] [added: 10.13*] | | | — | | | [Quanta Services, Inc. Term Sheet for [removed: 2019] [added: 2021] Annual Incentive Plan – Corporate Employees, Quanta Services, Inc. Term Sheet for [removed: 2019] [added: 2021] Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. Term Sheet for [removed: 2019] [added: 2021] Discretionary Plan – All Employees (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed March [removed: 14, 2019] [added: 30, 2021] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519074892/d698396dex101.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312521100443/d145179dex101.htm)] | | | | | |
| [removed: 10.19*] [added: 10.12*] | | | — | | | [Quanta Services, Inc. Term Sheet for 2020 Annual Incentive Plan – Corporate Employees, Quanta Services, Inc. Term Sheet for 2020 Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. Term Sheet for Discretionary Plan –All Employees (previously filed as Exhibit 10.1 to the Company's Form 8-K filed April 1, 2020 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312520094763/d909752dex101.htm) | | | | | |
| [removed: 10.20*] [added: 10.14*] | | | — | | | [Quanta Services, Inc. Term Sheet for [removed: 2021] [added: 2022] Annual Incentive Plan – Corporate Employees, Quanta Services, Inc. Term Sheet for [removed: 2021] [added: 2022] Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. Term Sheet for [removed: 2021] [added: 2022] Discretionary Plan – All Employees (previously filed as Exhibit 10.1 to [removed: the Company’s] [added: Quanta's] Form 8-K filed March [removed: 30, 2021] [added: 8, 2022] and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312521100443/d145179dex101.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312522069303/d314907dex101.htm)] | | | | | |
| [removed: 10.21*] [added: 10.15*] | | | — | | | [Director Compensation Summary, [removed: revised as of May 27, 2020] [added: adopted December 1, 2021] and effective as of May [removed: 28, 2020 (previously] [added: 27, 2022](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1022x12312021.htm) [(previously] filed as Exhibit [removed: 10.1] [added: 10.22] to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1022x12312021.htm)’[s] Form [removed: 8-K] [added: 10-K] filed [removed: June 2, 2020] [added: February 25, 2022] and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312520158581/d929978dex101.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1022x12312021.htm)] | | | | | |
| [removed: 10.24*] [added: 10.18] | | | — | | | [removed: [Quanta Services, Inc. Nonqualified Deferred Compensation Plan, as restated effective January 1, 2017, including the Nonqualified Deferred Compensation Plan Adoption] [added: [Form of Amended and Restated Indemnity] Agreement (previously filed as Exhibit [removed: 10.27] [added: 10.1] to the Company’s Form [removed: 10-K for the year ended December 31, 2016] [added: 8-K] filed [removed: March 1, 2017] [added: December 11, 2018] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312517064821/d295903dex1027.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518347045/d547415dex101.htm)] | | | | | |
| [removed: 10.25*] [added: 10.33] | | | — | | | [removed: [Form of Amended and Restated] [added: [Underwriting, Continuing] Indemnity [added: and Security] Agreement [added: 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 filed [removed: December 11, 2018] [added: March 16, 2005] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518347045/d547415dex101.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012905002465/h23479exv10w1.htm)] | | | | | |
| [removed: 10.26] [added: 10.19] | | | — | | | [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 filed December 23, 2015 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312515412933/d106967dex991.htm) | | | | | |
| [removed: 10.27] [added: 10.20] | | | — | | | [First Amendment to Fourth Amended and Restated Credit Agreement dated as of June 27, 2016, 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 10.2 to the Company’s Form 10-Q filed August 8, 2016 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312516675265/d196610dex102.htm) | | | | | |
| [removed: 10.28] [added: 10.21] | | | — | | | [Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 31, 2017, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed November 6, 2017 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312517334394/d471826dex101.htm) | | | | | |
| [removed: 10.29] [added: 10.22] | | | — | | | [Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 24, 2018, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed October 15, 2018 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518299299/d634676dex101.htm) | | | | | |
| [removed: 10.30] [added: 10.23] | | | — | | | [Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 10, 2018, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.2 to the Company’s Form 8-K filed October 15, 2018 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312518299299/d634676dex102.htm) | | | | | |
| [removed: 10.31] [added: 10.24] | | | — | | | [Incremental Term Loan Amendment and Fifth Amendment to Fourth Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents, dated as of September 6, 2019, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers party thereto (previously filed as Exhibit 10.6 to the Company’s Form 8-K filed September 9, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312519240442/d766288dex106.htm) | | | | | |
| [removed: 10.32] [added: 10.25] | | | — | | | [Incremental Revolving Credit Increase Agreement and Lender Joinder Agreement, dated as of September 12, 2019, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, BNP Paribas, the Swing Line Lenders and L/C Issuers party thereto and Bank of America, N.A., as Administrative Agent (previously filed as Exhibit 10.4 to the Company’s Form 10-Q filed November 1, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000105091519000081/pwr9-30x2019ex104.htm) | | | | | |
| [removed: 10.33] [added: 10.26] | | | — | | | [Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 22, 2020, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed September 25, 2020 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312520254673/d940038dex101.htm) | | | | | |
| [removed: 10.34] [added: 10.27] | | | — | | | [Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 17, 2021, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.1 to the Company’s Form 10-Q filed August 5, 2021 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000105091521000103/pwr06-30x2021ex101.htm) | | | | | |
| [removed: 10.35] [added: 10.28] | | | — | | | [Eighth Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 9, 2021, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, Quanta Services, Inc., as Guarantor, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed October 15, 2021 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312521300152/d73735dex101.htm) | | | | | |
| [removed: 10.36] [added: 10.29] | | | — | | | [Ninth Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 8, 2021, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, Quanta Services, Inc., as Guarantor, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the Swing Line Lenders and L/C Issuers party thereto (previously filed as Exhibit 10.2 to the Company’s Form 8-K filed October 15, 2021 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312521300152/d73735dex102.htm) | | | | | |
| [removed: 10.37ˆ] [added: 10.30] | | | — | | | [Tenth Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 4, 2022, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm) [added: [(previously filed as Exhibit 10.37 to the Company](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm)’[s](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm) [Form](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm) [10-K filed February 25, 202](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm)[2 and incorporated her](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm)[ein by refer](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm)[ence)](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1037x12x31x2021.htm)] | | | | | |
| [removed: 10.38] [added: 10.34] | | | — | | | [removed: [Underwriting,] [added: [Joinder Agreement and Amendment to Underwriting,] Continuing Indemnity and Security Agreement dated as of [removed: March 14, 2005 by Quanta Services, Inc. and] [added: November 28, 2006, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of] the [removed: subsidiaries and affiliates] [added: State] of [added: Pennsylvania, Federal Insurance Company,] Quanta Services, [removed: Inc.] [added: Inc., and the other Indemnitors] identified [removed: therein, in favor of Federal Insurance Company] [added: therein] (previously filed as Exhibit [removed: 10.1] [added: 99.1] to the Company’s Form 8-K filed [removed: March 16, 2005] [added: December 4, 2006] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012905002465/h23479exv10w1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012906009969/h41709exv99w1.htm)] | | | | | |
| [removed: 10.39] [added: 10.37] | | | — | | | [Joinder Agreement and [added: Fourth] Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of [removed: November 28, 2006,] [added: March 31, 2009,] among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, [added: 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 filed [removed: December 4, 2006] [added: April 1, 2009] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012906009969/h41709exv99w1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012909001111/h66314exv99w1.htm)] | | | | | |
| [removed: 10.40] [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 filed February 29, 2008 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012908001378/h54156exv10w34.htm) | | | | | |
| [removed: 10.41] [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 filed February 29, 2012 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312512088822/d264834dex1030.htm) | | | | | |
| [removed: 10.42] [added: 10.41] | | | — | | | [removed: [Joinder Agreement and Fourth] [added: [Eighth] Amendment to Underwriting, Continuing Indemnity and Security [removed: Agreement] [added: Agreement,] dated as of [removed: March 31, 2009,] [added: September 22, 2020,] among [added: 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, [removed: Federal Insurance Company,] Quanta Services, [removed: Inc.,] [added: Inc.] and the other Indemnitors identified therein (previously filed as Exhibit [removed: 99.1] [added: 10.2] to the [removed: Company’s] [added: Company's] Form 8-K filed [removed: April 1, 2009] [added: September 25, 2020] and incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/1050915/000095012909001111/h66314exv99w1.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312520254673/d940038dex102.htm)] | | | | | |
| [removed: 10.43] [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 filed August 8, 2012 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312512344072/d355839dex102.htm) | | | | | |
| [removed: 10.44] [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 Company’s Form 10-K for the year ended December 31, 2012 filed March 1, 2013 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312513087221/d457733dex1032.htm) | | | | | |
| 10.31 | | | — | | | [Eleventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 23, 2022, among Quanta Services, Inc., as a borrower and the guarantor, certain subsidiaries of Quanta Services, Inc., as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent (previously filed as Exhibit 10.2 to Quanta](https://www.sec.gov/Archives/edgar/data/1050915/000119312522228039/d351102dex102.htm)’[s Form 8-K filed August 24, 2022 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312522228039/d351102dex102.htm) | | | | | |
| 10.10* | | | — | | | [Form of Restricted Stock 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 filed March 8, 2013 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312513098713/d499192dex102.htm) | | | | | |
| 10.11* | | | — | | | [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 filed August 10, 2015 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312515284664/d928298dex101.htm) | | | | | |
| 10.12* | | | — | | | [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 filed March 7, 2014 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312514089446/d689729dex102.htm) | | | | | |
| 10.22*ˆ | | | — | | | [Director Compensation Summary, adopted December 1, 2021 and effective as of May 27, 2022](https://www.sec.gov/Archives/edgar/data/1050915/000105091522000008/pwr-ex1022x12312021.htm) | | | | | |
| 10.23* | | | — | | | [Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan dated effective January 1, 2017 (previously filed as Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2016 filed March 1, 2017 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1050915/000119312517064821/d295903dex1025.htm) | | | | | |
| 10.46 | | | — | | | [Eighth Amendment to Underwriting, Continuing Indemnity and Security Agreement, dated as of September 22, 2020, 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 10.2 to the Company's Form 8-K filed September 25, 2020 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1050915/000119312520254673/d940038dex102.htm) | | | | | |
An excerpt. Shown here: 40 of 48 rewritten, all 1 added and all 6 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary.
6 rewritten, 2 added, 2 removed, 45 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Quanta Services, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February [removed: 25, 2022.][added: 23, 2023.]
Austin, Jr. and [removed: Derrick A.][added: Jayshree S.]
[removed: Jensen,] [added: Desai,] each of whom may act without joinder of the other, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities indicated on February [removed: 25, 2022.][added: 23, 2023.]
| /s/ [removed: DERRICK A. JENSEN] [added: JAYSHREE S. DESAI] | | | | | | Chief Financial Officer | | |
| [removed: Derrick A. Jensen] [added: Jayshree S. Desai] | | | | | | (Principal Financial Officer) | | |
| /s/ R. SCOTT ROWE | | | | | | Director | | |
| R. Scott Rowe | | | | | | | | |
| /s/ PAT WOOD, III | | | | | | Director | | |
| Pat Wood, III | | | | | | | | |