0001193125-17-064821.txt : 20170301 0001193125-17-064821.hdr.sgml : 20170301 20170301130731 ACCESSION NUMBER: 0001193125-17-064821 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 140 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTA SERVICES INC CENTRAL INDEX KEY: 0001050915 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 742851603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13831 FILM NUMBER: 17652865 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77056-6175 BUSINESS PHONE: 7133506000 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77056-6175 10-K 1 d295903d10k.htm FORM 10-K Form 10-K
Table of Contents
Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-13831

Quanta Services, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   74-2851603

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2800 Post Oak Boulevard, Suite 2600

Houston, Texas 77056

(Address of principal executive offices, including zip code)

(713) 629-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, $0.00001 par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if smaller reporting company)    Smaller reporting company  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of June 30, 2016 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant, based on the last sale price of the Common Stock reported by the New York Stock Exchange on such date, was approximately $3.3 billion.

As of February 21, 2017, the number of outstanding shares of Common Stock of the Registrant was 145,133,163. As of the same date, 3,500,000 exchangeable shares of a Canadian subsidiary of the Registrant associated with one share of Series F Preferred Stock of the Registrant were outstanding, 449,929 exchangeable shares of a Canadian subsidiary of the Registrant associated with one share of Series G Preferred Stock of the Registrant were outstanding and an additional 2,144,620 exchangeable shares of certain other Canadian subsidiaries of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for the 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2016

INDEX

 

          Page
Number
 
PART I  

ITEM 1.

   Business      2  

ITEM 1A.

   Risk Factors      9  

ITEM 1B.

   Unresolved Staff Comments      31  

ITEM 2.

   Properties      31  

ITEM 3.

   Legal Proceedings      31  

ITEM 4.

   Mine Safety Disclosures      31  
PART II  

ITEM 5.

   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities      32  

ITEM 6.

   Selected Financial Data      35  

ITEM 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      37  

ITEM 7A.

   Quantitative and Qualitative Disclosures About Market Risk      83  

ITEM 8.

   Financial Statements and Supplementary Data      85  

ITEM 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure      147  

ITEM 9A.

   Controls and Procedures      147  

ITEM 9B.

   Other Information      148  
PART III  

ITEM 10.

   Directors, Executive Officers and Corporate Governance      149  

ITEM 11.

   Executive Compensation      149  

ITEM 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters      149  

ITEM 13.

   Certain Relationships and Related Transactions, and Director Independence      149  

ITEM 14.

   Principal Accounting Fees and Services      149  
PART IV  

ITEM 15.

   Exhibits and Financial Statement Schedules      150  

ITEM 16.

   Form 10-K Summary      155  

 

1


Table of Contents
Index to Financial Statements

PART I

 

ITEM 1. Business

General

Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and select other international markets. The services we provide include the design, installation, upgrade, repair and maintenance of infrastructure within each of the industries we serve, such as electric power transmission and distribution networks, substation facilities, renewable energy facilities, pipeline transmission and distribution systems and facilities, and related infrastructure.

We report our results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally focused on broad end-user markets for our services. Our consolidated revenues for the year ended December 31, 2016 were approximately $7.65 billion, of which 63% was attributable to the Electric Power Infrastructure Services segment and 37% to the Oil and Gas Infrastructure Services segment.

We have established a presence throughout the United States, Canada and Australia with a workforce of approximately 28,100 employees as of December 31, 2016, which enables us to quickly and reliably serve a diversified customer base. We believe our reputation for responsiveness and performance, geographic reach, comprehensive service offering, safety leadership and financial strength have resulted in strong relationships with numerous customers, which include many of the leading companies in the industries we serve. Our ability to deploy services to customers throughout the United States, Canada and Australia as a result of our broad geographic presence and significant scope and scale of services is particularly important to our customers who operate networks that span multiple states or regions. We believe these same factors also position us to continue to take advantage of other international opportunities.

Representative customers include:

 

•    Ameren Corporation

  

•    ITC Holdings Corp.

•    American Electric Power Company, Inc.

  

•    Maurepas Pipeline, LLC

•    ATCO Electric

  

•    Nalcor Energy

•    CenterPoint Energy, Inc.

  

•    NextEra Energy, Inc.

•    Con Edison Development, Inc.

  

•    PG&E Corporation

•    Duke Energy Corporation

  

•    Puget Sound Energy, Inc.

•    Enbridge, Inc.

  

•    San Diego Gas & Electric Company

•    Entergy Corporation

  

•    Spectra Energy Corp.

•    Exelon Corporation

  

•    Southern California Edison Company

•    Eversource Energy

  

•    Tallgrass Energy Partners, LP

•    FirstEnergy Corporation

  

•    TransCanada Corporation

We were organized as a corporation in the state of Delaware in 1997, and since that time, we have grown organically and through strategic acquisitions. This growth has expanded our geographic presence and scope of services and developed new capabilities to meet our customers’ evolving needs.

We believe that our business strategies, along with our competitive and financial strengths, are key elements in differentiating us from our competition and position us to capitalize on future capital spending by our

 

2


Table of Contents
Index to Financial Statements

customers. We offer comprehensive and diverse solutions on a broad geographic scale and have a solid base of long-standing customer relationships in each of the industries we serve. We also have an experienced management team, both at the executive level and within our operating units, and various proprietary technologies that enhance our service offerings. Our strategies of expanding the portfolio of services we provide to our existing and potential customer base, increasing our geographic and technological capabilities, promoting best practices and cross-selling our services to our customers, as well as continuing to maintain our financial strength, place us in the position to capitalize on opportunities and trends in the industries we serve and to expand our operations globally to select international markets. We continue to evaluate potential acquisitions of companies with strong management teams and good reputations and believe that our financial strength and experienced management team are attractive to potential acquisition targets.

On August 4, 2015, we completed the sale of our fiber optic licensing operations to Crown Castle International Corp. for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million. In the third quarter of 2015, we recognized a net of tax gain of approximately $171 million. We have presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in our consolidated financial statements.

Reportable Segments

The following is an overview of the types of services provided by each of our reportable segments.

Electric Power Infrastructure Services Segment

The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and our proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, the installation, maintenance and repair of commercial and industrial wiring, installation of traffic networks and cable and control systems for light rail lines and ancillary telecommunication infrastructure services.

Oil and Gas Infrastructure Services Segment

The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure.

 

3


Table of Contents
Index to Financial Statements

Financial Information about Geographic Areas

We operate primarily in the United States; however, we derived $1.59 billion, $1.54 billion and $1.89 billion of our revenues from foreign operations during the years ended December 31, 2016, 2015 and 2014, respectively. Of our foreign revenues, approximately 75%, 85% and 82% were earned in Canada during the years ended December 31, 2016, 2015 and 2014, respectively. In addition, we held property and equipment in the amount of $320.7 million and $317.6 million in foreign countries, primarily Canada, as of December 31, 2016 and 2015.

Our business, financial condition and results of operations in foreign countries may be adversely impacted by monetary and fiscal policies, currency fluctuations, regulatory requirements and other political, social and economic developments or instability. Refer to Item 1A. Risk Factors, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information and discussion regarding the potential impact of currency rate fluctuations.

Customers, Strategic Alliances and Preferred Provider Relationships

Our customers include electric power and oil and gas companies, as well as commercial, industrial and governmental entities. We have a large and diverse customer base, including many of the leading companies in the industries we serve. Our 10 largest customers accounted for approximately 32% of our consolidated revenues during the year ended December 31, 2016. Our largest customer accounted for approximately 4% of our consolidated revenues for the year ended December 31, 2016.

Although we have a centralized marketing and business development strategy, management at each of our operating units is responsible for developing and maintaining successful long-term relationships with customers. Our operating unit management teams build upon existing customer relationships to secure additional projects and increase revenues from our current customer base. Many of these customer relationships originated decades ago and are maintained through a partnering approach with account management that includes project evaluation and consulting, quality performance, performance measurement and direct customer contact. Additionally, operating unit management focuses on pursuing growth opportunities with prospective new customers. We encourage operating unit management to cross-sell services of our other operating units to their customers and to coordinate with our other operating units to pursue projects, especially those that are larger and more complicated. Our business development group supports the operating units’ activities by promoting and marketing our services for existing and prospective large national accounts, as well as projects that would require services from multiple operating units.

We are a preferred vendor for many of our customers. As a preferred vendor, we have met minimum standards for a specific category of service, maintained a high level of performance and agreed to certain payment terms and negotiated rates. We strive to maintain preferred vendor status as we believe it provides us an advantage in the award of future work for the applicable customer.

Many of our strategic relationships with customers take the form of strategic alliance or long-term maintenance agreements. Strategic alliance agreements generally state an intention to work together over a period of time and/or on specific types of projects, and many provide us with preferential bidding procedures. Strategic alliances and long-term maintenance agreements are typically agreements for an initial term of approximately two to four years and may include renewal options to extend the initial term.

Backlog

Backlog is not a term recognized under United States generally accepted accounting principles (US GAAP); however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by other companies.

 

4


Table of Contents
Index to Financial Statements

Our backlog represents the amount of consolidated revenues that we expect to realize from future work under construction contracts, long-term maintenance contracts and master service agreements (MSAs). These estimates include revenues from the remaining portion of firm orders not yet completed and on which work has not yet begun, as well as revenues from change orders, renewal options, and funded and unfunded portions of government contracts to the extent that they are reasonably expected to occur. For purposes of calculating backlog, we include 100% of estimated revenues attributable to consolidated joint ventures and variable interest entities (VIEs). The following table presents our total backlog by reportable segment as of December 31, 2016 and 2015, along with an estimate of the backlog amounts expected to be realized within 12 months of each balance sheet date (in thousands):

 

     Backlog as of
December 31, 2016
     Backlog as of
December 31, 2015
 
     12 Month      Total      12 Month      Total  

Electric Power Infrastructure Services

   $ 3,369,373      $ 6,657,431      $ 3,307,837      $ 6,312,947  

Oil and Gas Infrastructure Services

     2,483,963        3,092,341        1,900,845        3,073,950  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,853,336      $ 9,749,772      $ 5,208,682      $ 9,386,897  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenue estimates included in our backlog can be subject to change as a result of project accelerations, cancellations or delays due to various factors, including but not limited to commercial issues, regulatory requirements and adverse weather. These factors can also cause revenue amounts to be realized in periods and at levels different than originally projected. Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and most of our contracts may be terminated, typically upon 30 to 90 days’ notice, even if we are not in default under the contract. We determine the estimated amount of backlog for work under MSAs by using recurring historical trends inherent in current MSAs, factoring in seasonal demand and projected customer needs based upon ongoing communications with the customer. In addition, many of our MSAs are subject to renewal options. As of December 31, 2016 and 2015, MSAs accounted for approximately 42% and 45% of our estimated 12 month backlog and approximately 53% and 50% of total backlog. There can be no assurance as to our customers’ actual requirements or that our estimates are accurate.

Competition

The markets in which we operate are highly competitive. We compete with other contractors in most of the geographic markets in which we operate, and several of our competitors are large companies that have significant financial, technical and marketing resources. In addition, there are relatively few barriers to entry into some of the industries in which we operate and, as a result, any organization that has adequate financial resources and access to technical expertise may become a competitor. A significant portion of our revenues is currently derived from unit price or fixed price agreements, and price is often an important factor in the award of such agreements. Accordingly, we could be underbid by our competitors in an effort by them to procure such business. We believe that as demand for our services increases, customers often consider other factors in choosing a service provider, including technical expertise and experience, financial and operational resources, nationwide presence, industry reputation and dependability, which we expect to benefit larger contractors such as us. In addition, competition may lessen as industry resources, such as labor supplies, approach capacity. There can be no assurance, however, that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services, or that we will be able to maintain or enhance our competitive position. We also face competition from the in-house service organizations of our existing or prospective customers, including electric power, oil and gas and engineering companies, which employ personnel who perform some of the same types of services as those provided by us. Although these companies currently outsource a significant portion of these services, in particular services relating to larger energy transmission infrastructure projects, there can be no assurance that they will continue to do so in the future or that they will not acquire additional in-house capabilities.

 

5


Table of Contents
Index to Financial Statements

Employees

As of December 31, 2016, we had approximately 28,100 employees, consisting of approximately 5,200 salaried employees, including executive officers, professional and administrative staff, project managers and engineers, job superintendents and clerical personnel, and approximately 22,900 hourly employees, the number of which fluctuates depending upon the number and size of the projects that are ongoing and planned at any particular time. Approximately 58% of our hourly employees at December 31, 2016 were covered by collective bargaining agreements, which require the payment of specified wages to our union employees, the observance of certain workplace rules and the payment of certain amounts to multiemployer pension plans and employee benefit trusts rather than us sponsoring or administering the benefit programs provided on behalf of our employees. These collective bargaining agreements have varying terms and expiration dates. The majority of the collective bargaining agreements contain provisions that prohibit work stoppages or strikes, even during specified negotiation periods relating to agreement renewals, and provide for binding arbitration dispute resolution in the event of prolonged disagreement.

We provide health, welfare and benefit plans for employees who are not covered by collective bargaining agreements. We also have a 401(k) plan pursuant to which eligible employees who are not provided retirement benefits through a collective bargaining agreement may make contributions through a payroll deduction. We make matching cash contributions of 100% of each employee’s contribution up to 3% of that employee’s salary and 50% of each employee’s contribution between 3% and 6% of such employee’s salary, up to the maximum amount permitted by law.

Our industry is experiencing a shortage of journeyman linemen in certain geographic areas. In response to the shortage and to attract qualified employees, we utilize various International Brotherhood of Electrical Workers (IBEW) and National Electrical Contractors Association (NECA) training programs and support the joint IBEW/NECA Apprenticeship Program which trains qualified electrical workers. Certain of our Canadian operations also support the Canadian Union Skilled Workers (CUSW)’s apprenticeship programs for training construction and maintenance electricians and powerline technicians. We have also established apprenticeship training programs approved by the U.S. Department of Labor for employees not subject to the IBEW/NECA Apprenticeship Program, as well as additional company-wide and project-specific employee training and educational programs.

We believe our relationships with our employees and union representatives are good.

Materials

Our customers typically supply most or all of the materials required for each job. However, for some of our contracts, we may procure all or part of the materials required. As we continue to expand our comprehensive engineering, procurement and construction offerings, the cost of materials may become a proportionately larger component of our consolidated cost of services. We do not anticipate experiencing any significant difficulties in procuring such materials as we purchase such materials from a variety of sources.

Training, Quality Assurance and Safety

Performance of our services requires the use of equipment and exposure to hazardous conditions. Although we are committed to a policy of operating safely and prudently, we have been and will continue to be subject to claims by employees, customers and third parties for property damage and personal injury. In response to these inherent hazards and as part of our commitment to employee safety, our operating units have established safety programs, policies and procedures requiring that employees complete prescribed training and service programs prior to starting work. Additionally, we have implemented an enterprise-wide Automated External Defibrillator (AED) program, which provides AEDs to all of our crews and training to enhance life safety response measures. Our operating units performing more sophisticated and technical jobs utilize, when applicable, training programs

 

6


Table of Contents
Index to Financial Statements

provided by the IBEW/NECA Apprenticeship Program, the training programs sponsored by the four trade unions administered by the Pipe Line Contractors Association (PLCA), the apprenticeship training programs sponsored by the CUSW or our equivalent programs. Under the IBEW/NECA Apprenticeship Program, all journeyman linemen are required to complete a minimum of 7,000 hours of on-the-job training, approximately 144 hours of classroom education and extensive testing and certification. Certain of our operating units have established apprenticeship training programs approved by the U.S. Department of Labor that prescribe equivalent training requirements for employees who are not otherwise subject to the requirements of the IBEW/NECA Apprenticeship Program. Similarly, the CUSW offers apprenticeship training for construction and maintenance electricians that requires five terms of 1,700 hours each, combining classroom and on-the-job training, as well as training for powerline technicians that also involves classroom and jobsite training over a four-year period. In addition, the Laborers International Union of North America, the International Brotherhood of Teamsters, the United Association of Plumbers and Pipefitters and the International Union of Operating Engineers have training programs specifically designed for developing and improving the skills of their members who work in the pipeline construction industry. Our operating units also share best practices for training and educational programs and safety policies.

During 2016, we expanded the capabilities of our training facility to include training for beginning linemen, lead and cable splicing and directional drilling in addition to our existing energized electric power and pipeline training. This facility helps us facilitate classroom and on-the-job training programs and allows us to train employees in a controlled environment without the challenges of limited structure access and utility constraints.

Regulation

Our operations are subject to various federal, state, local and international laws and regulations including:

 

    licensing, permitting and inspection requirements applicable to contractors, electricians and engineers;

 

    regulations relating to worker safety and environmental protection;

 

    permitting and inspection requirements applicable to construction projects;

 

    wage and hour regulations;

 

    regulations relating to transportation of equipment and materials, including licensing and permitting requirements;

 

    building and electrical codes; and

 

    special bidding, procurement and other requirements on government projects.

We believe that we have all the licenses required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. Our failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses, as well as give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.

Environmental Matters and Climate Change Impacts

We are committed to the protection of the environment and train our employees to perform their duties accordingly. We are subject to numerous federal, state, local and international environmental laws and regulations governing our operations, including the handling, transportation and disposal of non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, liability can be imposed for cleanup of previously owned or operated properties or currently owned properties at which hazardous substances or wastes were discharged or disposed of by a former owner or

 

7


Table of Contents
Index to Financial Statements

operator, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. The presence of contamination from such substances or wastes could also interfere with ongoing operations or adversely affect our ability to sell or lease the property or use property as collateral for financing. In addition, we could be held liable for significant penalties and damages under certain environmental laws and regulations or be subject to a revocation of certain licenses or permits, which could materially and adversely affect our business, results of operations and cash flows. Our contracts with customers may also impose liability on us for environmental issues that arise through the performance of our services.

From time to time, we may incur costs and obligations for correcting environmental noncompliance matters and for remediation at or relating to certain of our properties. We believe that we are in substantial compliance with our environmental obligations and that any such obligations will not have a material adverse effect on our business or financial performance.

The potential impact of climate change on our operations is highly uncertain. Climate change may result in, among other things, changes in rainfall patterns, storm patterns and intensity and temperature levels. As discussed elsewhere in this Annual Report on Form 10-K, including in Item 1A. Risk Factors, our operating results are significantly influenced by weather, and significant changes in historical weather patterns could significantly impact our future operating results. For example, if climate change results in drier weather and more accommodating temperatures over a greater period of time, we may be able to increase our productivity, which could positively impact our revenues and gross margins. Further, if climate change results in an increase in severe weather, such as hurricanes and ice storms, we could experience a greater amount of higher-margin emergency restoration service work, which generally has a positive impact on our gross margins. Conversely, if climate change results in a greater amount of rainfall, snow, ice or other less accommodating weather conditions, we could experience reduced productivity, which could negatively impact our revenues and gross margins. Climate change could also have a negative impact on the demand for fossil fuels, which in turn could negatively impact demand for certain of our services.

Risk Management and Insurance

We are insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. We are generally self-insured for all claims that do not exceed the amount of the applicable deductible. In connection with our casualty insurance programs, we are required to issue letters of credit to secure our self-insured obligations. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

Losses under all of these insurance programs are accrued based upon our estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.

We renew our insurance policies on an annual basis, and therefore deductibles and levels of insurance coverage may change in future periods. In addition, insurers may cancel our coverage or determine to exclude certain items from coverage, or we may elect not to obtain certain types or incremental levels of insurance if we believe that the cost to obtain such coverage exceeds the additional benefits obtained. In any such event, our overall risk exposure would increase, which could negatively affect our results of operations, financial condition and cash flows.

 

8


Table of Contents
Index to Financial Statements

Seasonality and Cyclicality

Our revenues and results of operations can be subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, receipt of required regulatory approvals, permits and rights of way, project timing and schedules, and holidays. Please read the section entitled Seasonality; Fluctuations of Results; Economic Conditions included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Website Access and Other Information

Our website address is www.quantaservices.com. Interested parties may obtain free electronic copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports through our website under the heading Investors & Media/Financial Info/SEC Filings or through the website of the Securities and Exchange Commission (the SEC) at www.sec.gov. These reports are available on our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. In addition, our Corporate Governance Guidelines, Code of Ethics and Business Conduct and the charters of each of our Audit Committee, Compensation Committee, Governance and Nominating Committee and Investment Committee are posted on our website under the heading Investors & Media/Governance. We intend to disclose on our website any amendments or waivers to our Code of Ethics and Business Conduct that are required to be disclosed pursuant to Item 5.05 of Form 8-K. Free copies of these items may be obtained from our website. We will make available to any stockholder, without charge, copies of our Annual Report on Form 10-K as filed with the SEC. For copies of this or any other Quanta publication, stockholders may submit a request in writing to Quanta Services, Inc., Attn: Corporate Secretary, 2800 Post Oak Blvd., Suite 2600, Houston, TX 77056, or by phone at 713-629-7600.

Investors and others should note that we announce material financial information and make other public disclosures of information regarding Quanta through SEC filings, press releases, public conference calls, and our website. We also utilize social media to communicate this information, and it is possible that the information we post on social media could be deemed material. Accordingly, we encourage investors, the media and others interested in our company to follow Quanta, and review the information we post, on the social media channels listed on our website in the Investors & Media section.

This Annual Report on Form 10-K, our website and our social media channels contain information provided by other sources that we believe are reliable. We cannot provide assurance that the information obtained from other sources is accurate or complete. No information on our website or our social media channels is incorporated by reference herein.

 

ITEM 1A. Risk Factors

Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risks and uncertainties described below. The matters described below are not the only risks and uncertainties facing our company. Additional risks and uncertainties not known to us or not described below also may impair our business operations. If any of the following risks actually occur, our business, financial condition, results of operations and cash flows could be negatively affected, and we may not be able to achieve our goals or expectations. This Annual Report on Form 10-K also includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the section entitled Uncertainty of Forward-Looking Statements and Information included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our operating results may vary significantly from quarter to quarter.

Our business can be highly cyclical and subject to seasonal and other variations that can result in significant differences in operating results from quarter to quarter. For example, we typically experience lower gross and

 

9


Table of Contents
Index to Financial Statements

operating margins during winter months due to lower demand for our services and more difficult operating conditions in the Northern hemisphere. Additionally, our quarterly results may be materially and/or adversely affected by:

 

    the timing and volume of work we perform;

 

    permitting, regulatory or customer-caused delays on projects;

 

    adverse weather conditions;

 

    variations in the size, scope and margins of projects we perform and the mix of our customers, contracts and business during any particular quarter;

 

    increases in construction and design costs;

 

    fluctuations in regional, national or global economic and market conditions and demand for our services;

 

    pricing pressures resulting from competition;

 

    the budgetary spending patterns of customers and federal, state and local governments;

 

    disruptions in our customers’ strategic plans which could occur as a result of emerging technologies;

 

    the magnitude of work performed under change orders and the timing of their recognition;

 

    disputes with customers relating to payment terms under our contracts and change orders, and our ability to successfully negotiate and obtain payment or reimbursement under our contracts and change orders;

 

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

 

    liabilities associated with multiemployer pension plans in which our employees participate or withdrawals therefrom;

 

    significant fluctuations in foreign currency exchange rates;

 

    changes in accounting pronouncements that require us to account for items differently than historical

pronouncements have;

 

    losses experienced in our operations not otherwise covered by insurance;

 

    payment risk associated with the financial condition of our customers, including those customers affected by the volatility of natural gas and oil prices;

 

    the termination or expiration of existing agreements;

 

    changes in bonding and lien requirements applicable to existing and new agreements;

 

    implementation of various information systems, which could temporarily disrupt day-to-day operations;

 

    the recognition of tax benefits related to uncertain tax positions;

 

    the timing and magnitude of costs we incur to support growth internally or through acquisitions or otherwise;

 

    the timing and integration of acquisitions and the magnitude of the related acquisition and integration costs; and

 

    the timing and significance of potential additional impairments of long-lived assets, equity or other investments, goodwill or other intangible assets.

 

10


Table of Contents
Index to Financial Statements

Accordingly, our operating results in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.

Negative economic and market conditions, including continued low oil and natural gas prices, may adversely impact our customers’ future spending as well as payment for our services and, as a result, our operations and growth.

Stagnant or declining economic conditions have adversely impacted the demand for our services in the past and resulted in the delay, reduction or cancellation of certain projects and may adversely affect us in the future. In addition, economic and market conditions specifically affecting any of the industries we serve could adversely affect our business, financial condition, results of operations and cash flows. A number of factors, including financing conditions and potential bankruptcies in the industries we serve or a prolonged economic downturn or recession, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future or pay for past services. Consolidation, competition, capital constraints or negative economic conditions in the electric power and oil and gas industries may also result in reduced spending by, or the loss of, one or more of our customers.

Our Oil and Gas Infrastructure Services segment is exposed to risks associated with the oil and gas industry. These risks, which are not subject to our control, include the volatility and cyclical nature of natural gas and oil prices and the resulting effect on demand for the services we provide, and a slowdown in the development or discovery of natural gas and/or oil reserves. Specifically, lower natural gas and oil prices have resulted, and could continue to result, in decreased spending by some of our customers in our Oil and Gas Infrastructure Services segment. Despite some recovery and stability in natural gas and oil prices since early 2016, capital spending by exploration and production companies and midstream companies has generally declined in the last few years. Any future decline in prices, or perceived risk thereof, may place downward pressure on capital programs. As a result, our customers may reduce or delay capital spending on larger pipeline projects, gas gathering and compressor systems and related infrastructure, resulting in less demand for our services. If the profitability of our Oil and Gas Infrastructure Services segment were to decline, our overall financial position, results of operations and cash flows could also be adversely affected. Additionally, declines in natural gas and oil prices, and the resulting decline in the development of resource plays and oil and natural gas production, can negatively impact our Electric Power Infrastructure Services segment. For example, the low price of oil has had an adverse impact on the Canadian economy, which has impacted demand for some of our electric power services in Canada.

Further, many of our customers finance their projects through the incurrence of debt or the issuance of equity. During depressed markets, our customers may be unable to access capital markets or otherwise obtain financing for budgeted capital expenditures. A reduction in cash flow or the lack of availability of debt or equity financing for our customers could result in a reduction in our customers’ spending for our services and may also impact the ability of our customers to pay amounts owed to us, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to grow.

A variety of issues outside of our control, can affect the timing of and our performance on projects, which may result in additional costs to us, reductions or delays in revenues or the payment of liquidated damages.

Our business is dependent in part upon projects that can be cyclical in nature and are subject to risks of delay. The timing of or failure to obtain contracts, delays in awards of, start dates for or completion of projects and the cancellations of projects can result in significant periodic fluctuations in our business and results of operations.

Many projects involve challenging engineering, permitting, procurement and construction phases that may occur over extended time periods, sometimes over several years. We may encounter difficulties as a result of delays in design, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays due to our or our customers’ failure to

 

11


Table of Contents
Index to Financial Statements

timely obtain permits or rights of way or meet other regulatory requirements or permitting conditions, weather-related delays and other factors, many of which are beyond our control, that can negatively impact our ability to complete the project and in accordance with the original delivery schedule. A failure by us to properly manage and invest in our equipment fleet could also negatively impact project performance and our financial condition, results of operations and cash flows.

Larger projects, in particular, present additional performance risks due to the larger and more complex work involved. Furthermore, the bidding processes for larger projects can also be longer and more complex, often taking six to nine months. Regulatory and permitting delays on larger projects tend to be more challenging and cause more uncertainty as to project timing.

In addition, we contract with third-party suppliers and subcontractors to assist us with the completion of contracts. Any delay or failure by suppliers or by subcontractors in the completion of their portion of the project may result in delays in the overall progress of the project or may cause us to incur additional costs, or both. We also may encounter project delays due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric power, natural gas or oil transmission lines, solar or wind projects, or other facilities. Delays and additional costs may be substantial and, in some cases, we may be required to compensate the customer for such delays. We may not be able to recover all of such costs. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project profit. In extreme cases, the above-mentioned factors could cause project cancellations, and we may not be able to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation or relationships with customers, adversely affecting our ability to secure new contracts.

Our customers may change or delay various elements of a project before or after its commencement, or the design, engineering information, equipment or materials that are to be provided by the customer or other parties may be preliminarily deficient or delivered later than required by the project schedule, resulting in additional direct or indirect costs. Under these circumstances, we generally negotiate with the customer with respect to the amount of additional time required and the compensation to be paid to us. We are subject to the risk that we may be unable to obtain, through negotiation, arbitration, litigation or otherwise, adequate amounts to compensate us for the additional work or expenses incurred by us due to the above-mentioned delays and additional costs, including as a result of customer-requested change orders or failure by the customer to timely meet its obligations. Litigation or arbitration with respect to payment terms under contracts and change orders is generally lengthy and costly and may adversely affect our relationship with our customers or potential customers, and it is often difficult to predict when and for how much the claims will be resolved. A failure to obtain adequate extensions or compensation for these matters could require us to record a reduction to amounts of revenues and gross profit recognized in prior periods under the percentage-of-completion accounting method. Any such adjustments could be substantial. We may also be required to invest significant working capital to fund cost overruns while the resolution of claims is pending, which could adversely affect our business, financial condition, results of operations and cash flows.

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

We have in the past brought, and may in the future bring, claims against our customers related to, among other things, the payment terms of our contracts and change orders relating to our contracts. These types of claims occur due to, among other things, customer-caused delays or changes in project scope, both of which may result in additional cost, which may or may not be recovered until the claim is resolved. In some instances, these claims can be the subject of lengthy legal proceedings, and it is difficult to accurately predict when they will be fully resolved. A failure to promptly recover on these types of claims could have a negative impact on our financial condition, results of operations and cash flows.

 

12


Table of Contents
Index to Financial Statements

Regulatory and environmental requirements affecting any of the industries we serve may lead to less demand for our services.

Because the vast majority of our revenue is derived from a few industries, the regulatory and environmental requirements affecting those industries have a material effect on our business, and increased regulatory and environmental requirements in those industries could adversely affect our business, financial condition, results of operations and cash flows. Customers in the industries we serve also face heightened regulatory and environmental requirements and stringent permitting processes that impact their projects, which can result in delays, reductions and cancellations of some of their projects. These regulatory factors have resulted in decreased demand for our services in the past, and they may continue to do so in the future, potentially impacting our business, financial condition, results of operations, cash flows and our ability to grow.

Our business is labor intensive, and we may be unable to attract and retain qualified employees.

Our ability to maintain our productivity and profitability is limited by our ability to employ, train and retain the necessary skilled personnel. We may not be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy. For instance, we may experience shortages of qualified journeyman linemen, who are integral to the provision of transmission and distribution services under our Electric Power Infrastructure Services segment. The commencement of new, large-scale infrastructure projects or increased demand for infrastructure improvements, as well as the aging electric utility workforce, may also further reduce the pool of skilled workers available to us. In addition, in our Oil and Gas Infrastructure Services segment, there is limited availability of experienced supervisors and foremen that can oversee larger diameter pipe projects. A shortage in the supply of these skilled personnel creates competitive hiring markets and may result in increased labor expenses. Additionally, if we are unable to hire employees with the requisite skills, we may also be forced to incur significant training expenses. Labor shortages or increased labor costs could impair our ability to maintain our business or grow our revenues or profitability.

Our use of fixed price contracts could adversely affect our business, financial condition, results of operations and cash flows.

We currently generate some of our revenues under fixed price contracts. We also expect to generate a greater portion of our revenues under this type of contract in the future as larger projects, such as electric power and pipeline transmission build-outs and utility-scale solar facilities, become a more significant aspect of our business. We assume risks related to revenue, cost and profitability on fixed-priced contracts. Actual revenues and project costs can vary, sometimes substantially, from our original projections due to changes in a variety of factors including:

 

    unforeseen circumstances not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental or geological conditions;

 

    changes in the cost of equipment, commodities, materials or labor;

 

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

 

    weather conditions;

 

    failure to perform and delays in performance by our project owners or their contractors or our suppliers or subcontractors;

 

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

 

13


Table of Contents
Index to Financial Statements
    delays and additional costs attributable to challenges and protests of the siting or specifications of certain projects;

 

    quality issues, including those requiring rework or replacement;

 

    changes in laws or regulations; and

 

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

These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from what we originally estimated and could result in reduced profitability or losses on projects. Depending upon the size of a particular project, these variations could have a significant impact on our business, financial condition, results of operations and cash flows. Additionally, we may be required to pay liquidated damages under certain of our contracts if we fail to meet schedule or performance requirements, which could harm our reputation and have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our use of percentage-of-completion accounting could result in a reduction or elimination of previously reported profits.

As discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and in the notes to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, some of our revenues are recognized using the percentage-of-completion method of accounting, utilizing the cost-to-cost method. This accounting method is generally accepted for fixed price contracts and is used because management considers expended costs to be the best available measure of progress on these contracts. The percentage-of-completion accounting practice we use results in the recognition of contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. Contract losses are recognized in full when losses are determined to be probable and can be reasonably estimated, and contract profit estimates are adjusted based on an ongoing review of contract profitability. Further, a substantial portion of our contracts contain cost and performance incentives. Penalties are recorded when known or finalized, which generally occurs during the latter stages of the contract. In addition, we record cost recovery claims when we believe recovery is probable and the amounts can be reasonably estimated. Actual collection of claims could differ from estimated amounts and could result in a reduction or elimination of previously recognized earnings. In certain circumstances, it is possible that such adjustments could be significant.

Our revenues may be exposed to potential risk if a project is terminated or canceled, if our customers encounter financial difficulties or if we encounter disputes with our customers.

Our contracts often require us to satisfy or achieve certain milestones in order to receive payment for the work performed, or in the case of cost-reimbursable contracts, provide support for billings in advance of receiving payment. As a result, we may incur significant costs or perform significant amounts of work prior to receipt of payment. If any of our customers do not proceed with the completion of projects or default on their payment obligations, or if we encounter disputes with our customers with respect to the adequacy of billing support, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred. In addition, many of our customers for large projects are project-specific entities that do not have significant assets other than their interests in the project and may encounter financial difficulties relating to their businesses. It may be difficult to collect amounts owed to us by these customers. If we are unable to collect amounts owed to us, this would have an adverse effect on our future financial condition, results of operations and cash flows.

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

 

14


Table of Contents
Index to Financial Statements

claims occur due to, among other things, customer-caused delays or changes in project scope, both of which may result in additional cost, which may or may not be recovered until the claim is resolved. In some instances, these claims can be the subject of lengthy legal proceedings, and it is difficult to accurately predict when they will be fully resolved. A failure to promptly recover on these types of claims could have a negative impact on our financial condition, results of operations and cash flows. Additionally, any such claims may harm our future relationships with our customers.

Our operating results can be negatively affected by weather conditions and the nature of our work environment.

We perform substantially all of our services outdoors. As a result, adverse weather conditions, such as extreme heat or cold, rainfall, snowfall, wind, storms or early thaw, may affect our productivity or may temporarily prevent us from performing services. The effect of weather delays on projects that are under fixed price arrangements may be greater if we are unable to adjust the project schedule for such delays. Furthermore, our work is performed under a variety of conditions, including but not limited to, difficult terrain, difficult site conditions and large urban centers where delivery of materials and availability of labor may be impacted and sites which may have been exposed to harsh and hazardous conditions. A reduction in our productivity and efficiency in any given period or our inability to meet guaranteed schedules may adversely affect our financial condition, results of operations and cash flows.

We may be unsuccessful at generating internal growth.

Our ability to generate internal growth will be affected by, among other factors, our ability to:

 

    expand the range of services we offer to customers to address their evolving infrastructure needs;

 

    attract new customers;

 

    increase the number of projects performed for existing customers;

 

    hire and retain qualified employees;

 

    expand geographically, including internationally; and

 

    address the challenges presented by stringent regulatory, environmental and permitting requirements and difficult economic or market conditions that may affect us or our customers.

In addition, our customers may cancel, delay or reduce the number or size of projects available to us for a variety of reasons, including capital constraints or inability to meet regulatory requirements. Many of the factors affecting our ability to generate internal growth are beyond our control, and we cannot be certain that our strategies for achieving internal growth will be successful.

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

The specialty contracting business is served by numerous small, owner-operated private companies, some public companies and several large regional companies. Relatively few barriers prevent entry into some areas of our business, and as a result, any organization that has adequate financial resources and access to technical expertise may become one of our competitors.

In addition, some of our competitors have significant financial, technical and marketing resources. We cannot be certain that our competitors do not have or will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services. Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within the specialty contracting business or maintain our current customer base. Certain of our competitors may have lower overhead cost structures, and

 

15


Table of Contents
Index to Financial Statements

therefore may be able to provide the required services at lower rates than us. We also face competition from in-house service organizations of our existing or prospective customers. Electric power and oil and gas service providers are capable of performing, or acquiring businesses that perform, some of the same types of services we provide, and we cannot be certain that our existing or prospective customers will continue to outsource these services in the future.

Furthermore, a substantial portion of our revenues is directly or indirectly dependent on winning new contracts. The timing of when project awards will be made is unpredictable and often involves complex and lengthy negotiations and bidding processes. These processes can be impacted by a wide variety of factors, including price, governmental approvals, financing contingencies, commodity prices, environmental conditions and overall market and economic conditions. The competitive environment we operate in can also affect the timing of contract awards and the commencement or progress of work under awarded contracts. For example, based on rapidly changing competition dynamics, we have experienced, and may in the future experience, more competitive pricing in certain markets, such as the smaller scale transmission and distribution electric power market. Our bids also may not be successful due to, among other things, a potential customer’s perception of our ability to perform the work or the technological advantages held by our competitors. Additionally, changing competitive pressures can present difficulties in matching workforce size with available contract awards. As a result, the competitive environment we operate in could have a material adverse effect on our business, financial condition, results of operations and cash flows and could cause our results of operations and cash flows to fluctuate significantly from quarter to quarter.

Changes in government spending and legislative actions and initiatives relating to renewable energy and electric power may adversely affect demand for our services.

Demand for our services may not result from renewable energy initiatives. While many states currently have mandates in place that require specified percentages of power to be generated from renewable sources, those mandates could be reduced or made optional, thereby reducing, delaying or eliminating renewable energy development. Additionally, renewable energy is generally more expensive to produce than energy from traditional sources and may require additional power generation sources as backup. The locations of renewable energy projects are often remote and are not viable unless new or expanded transmission infrastructure to transport the power to demand centers is economically feasible. Furthermore, funding for renewable energy initiatives is uncertain and in the past has been constrained by tight credit markets. These factors could result in fewer renewable energy projects than anticipated and a delay in the construction of these projects and related infrastructure, which could negatively impact our business.

Other current and potential legislative or regulatory initiatives may not result in increased demand for our services. Examples include legislation or regulations that require utilities to meet reliability standards, ease siting and right-of-way issues for the construction of transmission lines, and encourage installation of new electric power transmission and renewable energy generation facilities. It is not certain whether existing legislation will create sufficient incentives for new projects, when or if proposed legislative initiatives will be enacted or whether any potentially beneficial provisions will be included in the final legislation.

There are also a number of legislative and regulatory proposals and global, non-binding agreements that address greenhouse gas emissions, which are in various phases of discussion or implementation. The outcome of these pending federal and state proposals and possible future legislative and regulatory proposals resulting from any global agreement could negatively affect the operations of our customers through costs of compliance or restraints on projects, which could reduce their demand for our services.

Our business is subject to operational hazards, and we are self-insured against certain potential liabilities.

Our business is subject to significant operational hazards due to the nature of services provided by our workforce and the conditions in which they operate. These hazards include those involving electricity, fires, natural gas explosions, mechanical failures and weather-related incidents. Our offshore operations are subject to

 

16


Table of Contents
Index to Financial Statements

additional risks, including blowouts, collisions, vessels sinking or capsizing and damage from severe weather conditions. These hazards could cause personal injury and severe damage to property, equipment and the environment and could lead to suspension of operations and/or legal liabilities. We also often operate in densely populated urban areas, which could increase the impact of any of these hazards or other accidents we experience. If we are not fully insured or indemnified against such liabilities or a counterparty fails to meet its indemnification obligations to us, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Further, any such liabilities or accidents could adversely affect our safety record, which could impact our ability to bid on certain work.

We are insured for employer’s liability, workers’ compensation, auto liability and general liability claims, but such insurance is subject to deductibles and limits and may be canceled or may not cover all of our losses. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. We are generally self-insured for all claims that do not exceed the amount of the applicable deductible. In connection with our casualty insurance programs, we are required to issue letters of credit to secure our self-insured obligations. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year. Our insurance policies include various coverage requirements, including the requirement to give appropriate notice. If we fail to comply with these requirements, our coverage could be denied.

Losses under all of these insurance programs are accrued based upon our estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate. If we were to experience insurance claims or costs significantly above our estimates, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

During the ordinary course of our business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations.

We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages, and civil penalties or other losses or injunctive or declaratory relief. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our customers or other third parties. Because our services in certain instances may 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, even if our services are not the cause of such failures, and we could be subject to civil and criminal liabilities to the extent that our services contributed to any property damage, personal injury or system failure. Insurance coverage may not be available or may be insufficient for these lawsuits, claims or legal proceedings. The outcome of any of these lawsuits, claims or legal proceedings could result in significant costs and diversion of management’s attention from our business. Payments of significant amounts, even if reserved, could adversely affect our business, reputation, financial condition, results of operations and cash flows. For details on our existing litigation and claims, refer to Note 15 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

 

17


Table of Contents
Index to Financial Statements

Unavailability or cancellation of third party insurance coverage would increase our overall risk exposure as well as disrupt our operations.

We maintain 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. There can be no assurance that our insurance coverages will be sufficient or effective under all circumstances or against all claims and liabilities which we may be subject. Additionally, we renew our insurance policies on an annual basis, and therefore deductibles and levels of coverage may change in future periods. There can be no assurance that any of our existing insurance coverage will be renewed upon the expiration of the coverage period or that future coverage will be affordable at the required limits. In addition, our third party insurers could fail, suddenly cancel our coverage or otherwise be unable to provide us with adequate insurance coverage. If any of these events occur, our overall risk exposure would increase and our operations could be disrupted. For example, we have significant operations in California and other locations which have a higher risk of wildfires. Should our insurers determine to exclude coverage for wildfires in the future, we could be exposed to significant liabilities and a potential disruption of our operations. If our risk exposure increases as a result of adverse changes in our insurance coverage, we could be subject to increased claims and liabilities that could negatively affect our business, financial condition, results of operations and cash flows.

Many of our contracts may be canceled or suspended on short notice or may not be renewed upon completion or expiration, and we may be unsuccessful in replacing our contracts in such events, which may adversely affect our financial condition, results of operations and cash flows.

We could experience a decrease in our revenues, net income and liquidity if any of the following occur:

 

    our customers cancel or suspend a significant number of contracts or contracts having significant value;

 

    we fail to renew a significant number of our existing contracts;

 

    we complete a significant number of non-recurring projects and cannot replace them with similar projects; or

 

    we fail to reduce operating and overhead expenses consistent with any decrease in our revenues.

Many of our customers may cancel or suspend our contracts on short notice, typically 30 to 90 days, even if we are not in default under the contract. Certain of our customers assign work to us on a project-by-project basis under master service agreements. Under these agreements, our customers generally have no obligation to assign a specific amount of work to us. Our operations could decline significantly if the anticipated volume of work is not assigned to us, which will be more likely if customer spending decreases due to, for example, unfavorable economic conditions. Many of our contracts, including our master service agreements, are opened to public bid at the expiration of their terms. There can be no assurance that we will be the successful bidder on our existing contracts that are subject to re-bid in the future.

The nature of our business exposes us to potential liability for warranty claims and faulty engineering, which may reduce our profitability.

Under our contracts with customers, we typically provide warranties for the services and materials we provide, guaranteeing the work performed against, among other things, defects in workmanship. The majority of our contracts have a warranty period of 18 to 24 months, although some are longer. As much of the work we perform is inspected by our customers for any defects in construction prior to acceptance of the project, the warranty claims that we have historically received have not been substantial. Additionally, materials used in construction are often provided by the customer or are warranted against defects by the supplier. However, certain projects may have longer warranty periods and include facility performance warranties that may be broader than the warranties we generally provide. In these circumstances, if warranty claims occur, we are generally required to re-perform the services and/or repair or replace the warranted item and any other facilities

 

18


Table of Contents
Index to Financial Statements

impacted thereby, at our sole expense, and we could also be responsible for other damages if we are not able to adequately satisfy our warranty obligations. In addition, we may be required under contractual arrangements with our customers to warrant any defects or failures in materials we provide. While we generally require the materials suppliers to provide us warranties that are consistent with those we provide to our customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to repair or replace the defective materials. Costs incurred as a result of warranty claims could adversely affect our business, financial condition, results of operations and cash flows.

Furthermore, because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages. Our business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power transmission and pipeline infrastructure. While we do not generally accept liability for consequential damages, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, a significantly adverse or catastrophic event at one of our project sites or completed projects resulting from the services we have performed could result in significant professional or product liability or other claims against us as well as reputational harm, especially if public safety is impacted. These liabilities could exceed our insurance limits or could impact our ability to obtain insurance in the future. In addition, customers, subcontractors or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. An uninsured claim, either in part or in whole, if successful and of a material magnitude, could have a substantial impact on our business, financial condition, results of operations and cash flows.

The loss of one or a few customers could have a material adverse effect on us.

A few customers have in the past and may in the future account for a significant portion of our revenues in any one year or over a period of several consecutive years. Although we have long-standing relationships with many of our significant customers, our customers may unilaterally reduce or discontinue their contracts with us at any time. The loss of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Backlog may not be realized or may not result in profits.

Backlog is not a term recognized under US GAAP; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by other companies. For a discussion of how we calculate backlog for our business, please see Backlog in Item 1. Business.

Furthermore, backlog is difficult to determine with certainty. Customers often have no obligation under our contracts to assign or release work to us, and many contracts may be terminated on short notice. Reductions in backlog due to cancellation or reduction in scope of one or more contracts or projects by a customer or for other reasons could significantly reduce the revenues and profit we actually receive from contracts included in backlog. In the event of a project cancellation or reduction in scope, we may be reimbursed for certain costs but would not have a contractual right to the total revenues reflected in our backlog. The backlog we obtain in connection with companies we acquire may not be as large as we believed and may not result in the revenues or profits we expected at the time of acquisition. In addition, projects that are delayed may remain in backlog for extended periods of time. All of these uncertainties are heightened by negative economic conditions and their impact on our customers’ spending, as well as the effects of regulatory requirements and weather conditions. Consequently, our estimates of backlog may not be accurate, and we may not be able to realize our estimated backlog.

Our financial results are based upon estimates and assumptions that may differ from actual results.

In preparing our consolidated financial statements in conformity with US GAAP, several estimates and assumptions are used by management to report the assets, liabilities, revenues and expenses recognized during

 

19


Table of Contents
Index to Financial Statements

the periods presented and to determine the contingent assets and liabilities known to exist as of the date of the financial statements. These estimates and assumptions are necessary because certain information used in the preparation of our financial statements is dependent on future events, cannot be calculated with a high degree of precision from available data or cannot be readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine, and we must exercise significant judgment. Estimates are used primarily in our assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, provision (benefit) for income taxes and the calculation of uncertain tax positions. Actual results for all estimates could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Our inability to successfully execute our acquisition strategy may have an adverse impact on our growth strategy.

Our business strategy includes expanding our presence in the industries we serve through strategic acquisitions of companies that complement or enhance our business. The number of acquisition targets that meet our criteria may be limited. We may also face competition for acquisition opportunities, and other potential acquirers may offer more favorable terms or have greater financial resources available for potential acquisitions. This competition may further limit our acquisition opportunities and our ability to grow through acquisitions or could raise the prices of acquisitions and make them less accretive, or possibly not accretive, to us. Failure to consummate future acquisitions could negatively affect our growth strategies. Additionally, the acquisitions we complete may involve significant cash expenditures, the incurrence or assumption of debt or burdensome regulatory requirements, and any acquisition may ultimately have a negative impact on our business, financial condition, results of operations and cash flows.

We may be unsuccessful at integrating businesses that either we have acquired or that we may acquire in the future, which may reduce the anticipated benefit from acquired businesses.

As a part of our business strategy, we have acquired, and may seek to acquire in the future, companies that complement or enhance our business. The success of this strategy will depend on our ability to realize the anticipated benefits from the acquired businesses, such as the expansion of our existing operations, elimination of redundant costs and capitalizing on cross-selling opportunities. To realize these benefits, however, we must successfully integrate the operations of the acquired businesses with our existing operations. Integrating our acquired companies involves a number of special risks, including:

 

    failure of acquired companies to achieve the results we expect;

 

    diversion of our management’s attention from operational and other matters;

 

    difficulties integrating the operations and personnel of acquired companies;

 

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

 

    inability to retain key personnel of acquired companies;

 

    risks associated with unanticipated events or liabilities;

 

    loss of business due to customer overlap, change from local or private ownership or other factors;

 

    risks and liabilities arising from the prior operations of acquired companies, such as performance, operational, safety, workforce or tax issues, some of which we may not have discovered during our due diligence and may not be covered by indemnification obligations; and

 

    potential disruptions of our business.

 

20


Table of Contents
Index to Financial Statements

We cannot be sure that we will be able to successfully complete the integration process without substantial costs, delays, disruptions or other operational or financial problems. If we do not implement proper overall business controls, our decentralized operating strategy could result in inconsistent operating and financial practices at the companies we acquire. Additionally, failure to successfully integrate acquired businesses could adversely impact our business, financial condition, results of operations and cash flows.

Our results of operations could be adversely affected as a result of asset impairments.

When we acquire a business, we record an asset called “goodwill” equal to the excess amount we pay for the business, including liabilities assumed, over the fair value of the tangible and other intangible assets of the business we acquire. Goodwill and other intangible assets that have indefinite useful lives cannot be amortized, but instead must be tested at least annually for impairment, while intangible assets that have finite useful lives are amortized over their useful lives. The accounting literature provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies for a detailed discussion. Management is required to make certain estimates and assumptions when allocating goodwill to reporting units and determining the fair value of a reporting unit’s net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, investment rates, cost of capital and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Fair value is determined using a combination of the discounted cash flow, market multiple and market capitalization valuation approaches. Absent any impairment indicators, we perform our impairment tests annually during the fourth quarter. If market capitalization declines below book value, this may be considered an impairment indicator.

As part of our 2015 annual test for goodwill impairment, we recorded a non-cash impairment charge of $39.8 million related to goodwill and $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. The extended low commodity price environment significantly impacted certain reporting units within our Oil and Gas Infrastructure Services Division. Specifically, lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, with respect to certain directional drilling operations in Australia resulted in impairments of goodwill and intangible assets. Any future impairments, including impairments of goodwill, intangible assets or investments, could have a material adverse effect on our financial condition and results of operations for the period in which the impairment is recognized.

We also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.

In addition, we enter into various types of investment arrangements in the normal course of business, each having unique terms and conditions. These investments may include equity interests we hold in business entities, including general or limited partnerships, contractual joint ventures or other forms of equity or profit participation. These investments may also include our participation in different finance structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities or other strategic financing arrangements. Our equity method investments are carried at original cost and are included in other assets, net in our consolidated balance sheet and are adjusted for our proportionate share of the investees’ income, losses and distributions. Equity investments are reviewed for impairment by assessing whether there has been a decline in the fair value of the investment below the carrying value and whether that decline is considered to be other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain future earnings capacity are evaluated in determining whether an impairment has occurred and should be recognized.

 

21


Table of Contents
Index to Financial Statements

We extend credit to customers for purchases of our services and may enter into longer-term deferred payment arrangements or provide other financing or investment arrangements with certain of our customers, which subjects us to potential credit or investment risk that could, if realized, adversely affect our financial condition, results of operations and cash flows.

We grant credit, generally without collateral, to our customers, which include electric power utilities, oil and gas companies, governmental entities, general contractors, and builders, owners and managers of renewable energy facilities and commercial and industrial properties located primarily in the United States, Canada and Australia. We may also agree to allow our customers to defer payment on projects until certain milestones have been met or until the projects are substantially completed, and customers typically withhold some portion of amounts due to us as retainage. In addition, we may provide other forms of financing to our customers or make investments in our customers’ projects, typically in situations where we also provide services in connection with the projects. Our payment arrangements subject us to potential credit risk related to changes in business and economic factors affecting our customers, including material changes in our customers’ revenues or cash flows. These changes may also reduce the value of any financing or equity investment arrangements we have with our customers. Many of our customers have been negatively impacted by uncertain economic conditions in recent years, and some may experience financial difficulties (including bankruptcies) that could impact our ability to collect amounts owed to us or impair the value of our investments in them.

If we are unable to collect amounts owed to us, our cash flows would be reduced, and we could experience losses if those amounts exceeded current allowances. We would also recognize losses with respect to any investments that are impaired as a result of our customers’ financial difficulties. The risk of loss may increase for projects where we provide services and make a financing or equity investment. Losses experienced could materially and adversely affect our financial condition, results of operations and cash flows.

The loss of key personnel could disrupt our business.

We depend on the continued efforts of our executive officers and senior management, including the management at each of our operating units. Although we typically enter into employment agreements with terms of one to three years with our executive officers and certain other key employees, we cannot be certain that any individual will continue in such capacity for any particular period of time or that key employees of our future acquisition targets will be willing to enter into such agreements. The loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to manage our business.

We may be required to contribute cash to meet our underfunded obligations in certain multiemployer pension plans.

Our collective bargaining agreements generally require us to participate with other companies in multiemployer pension plans. To the extent those plans are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, may subject us to substantial liabilities under those plans if we withdraw from them or they are terminated or experience a mass withdrawal. For example, we are involved in several litigation matters associated with our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan (the Central States Plan). The ultimate liability associated with these matters will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. For additional information on the Central States Plan matters, please see Collective Bargaining Agreements in Note 15 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

In addition, the Pension Protection Act of 2006 added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded

 

22


Table of Contents
Index to Financial Statements

percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which we contribute or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that we may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

Our unionized workforce and related obligations could adversely affect our operations.

As of December 31, 2016, approximately 58% of our hourly employees were covered by collective bargaining agreements. Although the majority of the collective bargaining agreements prohibit strikes and work stoppages, certain of our unionized employees have participated in strikes and work stoppages in the past, and we cannot be certain that strikes or work stoppages will not occur in the future. Strikes or work stoppages can adversely impact relationships with our customers and could cause us to lose business and decrease our revenue.

Our ability to complete future acquisitions could be adversely affected because of our union status for a variety of reasons. For instance, our union agreements may be incompatible with the union agreements of a business we want to acquire, and some businesses may not want to become affiliated with a union-based company. Additionally, we may increase our exposure to withdrawal liabilities for underfunded multiemployer pension plans to which an acquired company historically contributed or presently contributes.

Approximately 42% of our hourly employees are not unionized. In addition, certain of our customers require or prefer a non-union workforce, and they may reduce the amount of work assigned to us if our non-union labor crews become unionized, which could negatively affect our business, financial condition, results of operations and cash flows.

We may incur liabilities or suffer negative financial or reputational impacts relating to occupational health and safety matters.

Our operations are inherently dangerous and subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace. While we have invested, and will continue to invest, substantial resources in our occupational health and safety programs, our industry involves a high degree of operational risk and there can be no assurance that we will avoid significant liability exposure. Although we have taken what we believe are appropriate precautions, we have suffered fatalities in the past and may suffer additional fatalities in the future. Serious accidents, including fatalities, may subject us to substantial penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in substantial costs and liabilities. In addition, if our safety record were to substantially deteriorate over time or we were to suffer substantial penalties or criminal prosecution for violation of health and safety regulations, our customers could cancel our contracts and elect to procure future services from other providers. Unsafe work sites also have the potential to increase employee turnover, increase the costs of projects for our clients, and raise our operating costs. Any of the foregoing could result in financial loss, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Risks associated with operating in international markets could restrict our ability to expand globally and harm our business and prospects.

Although our international operations are presently conducted primarily in Canada and Australia, we also perform work in other foreign countries and expect that the number of countries in which we operate and the

 

23


Table of Contents
Index to Financial Statements

amount of work we perform in foreign countries could increase over the next few years. Economic conditions, including those resulting from wars, civil unrest, acts of terrorism and other conflicts or volatility in global markets, may adversely affect our customers, their demand for our services and their ability to pay for our services. In addition, our international operations include business and transactions for which we are paid in local currency. Payments to us in currencies other than the U.S. dollar may exceed our local currency needs, leading to the accumulation of excess local currency, which, in certain instances, may be subject to temporary blocking, costly taxes or tariffs, or other difficulties if we attempt to convert those amounts to U.S. dollars.

There are also numerous other risks inherent in conducting business internationally, including, but not limited to, potential instability in international markets, changes in applicable regulatory requirements, foreign currency fluctuations, political, economic and social conditions in foreign countries, expropriation or nationalization of our assets, foreign legal systems and cultural practices dissimilar from those we are familiar with, and complex U.S. and foreign tax regulations and other laws and international treaties. These risks could restrict our ability to provide services to international customers, operate our international business profitably or fund our strategic objectives, and our overall business, financial condition, results of operations and cash flows could be negatively impacted by our foreign activities.

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws, treaties and regulations and changes in existing tax laws, treaties and regulations are continuously being enacted or proposed, and could result in a higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from operations. In addition, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities, and our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the realizability of deferred tax assets and changes in uncertain tax positions. A significant increase in our tax rate could have a material adverse effect on our profitability and liquidity.

We could be adversely affected by our failure to comply with the laws applicable to our foreign activities, including the U.S. Foreign Corrupt Practices Act and other similar worldwide anti-bribery laws.

The U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We pursue opportunities in certain parts of the world that experience government corruption, and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our policies mandate compliance with all applicable anti-bribery laws. Further, we require our partners, subcontractors, agents and others who work for us or on our behalf to comply with the FCPA and other anti-bribery laws. Although we have policies and procedures designed to ensure that we, our employees, our agents and others who work with us in foreign countries comply with the FCPA and other anti-bribery laws, there is no assurance that such policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our agents, employees and intermediaries. If we are found to be liable for FCPA violations (either due to our own acts or inadvertence, or due to the acts or inadvertence of others), we could be subject to severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, financial condition, results of operations, and cash flows. In addition, detecting, investigating and resolving actual or alleged FCPA violations is expensive and could consume significant time and attention of our senior management.

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

 

24


Table of Contents
Index to Financial Statements

including those pertaining to our FCPA compliance program. The SEC did not allege any violations of law by Quanta or our employees. On October 27, 2016, the SEC notified us that it had concluded its investigation and, based on the information received, did not intend to pursue further action in connection with this inquiry.

Our participation in joint ventures exposes us to liability and/or harm to our reputation for failures of our partners.

As part of our business, we have entered into joint venture arrangements and may enter into additional joint venture arrangements in the future. The purpose of these joint ventures is typically to combine skills and resources to allow for the bidding and performance of particular projects. Success on these jointly performed projects depends in large part on whether our joint venture partners, over whom we may have little or no control, satisfy their contractual obligations. Differences in opinions or views between us and our joint venture partners can result in delayed decision-making or failure to agree on material issues that could adversely affect the business and operations of our joint ventures. Additionally, the failure by a joint venture partner to comply with applicable laws, regulations or client requirements could negatively impact our business.

We and our joint venture partners are generally jointly and severally liable for all liabilities and obligations of our joint ventures. If a joint venture partner fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from claims or lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Further, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm our reputation and reduce our profit or increase our loss on a project.

We are in the process of implementing information technology (IT) solutions, which could temporarily disrupt day-to-day operations at certain operating units.

We continue to implement comprehensive IT solutions that we believe will allow for the interface between functions such as accounting and finance, human resources, operations, and fleet management. Continued development and implementation of the IT solutions will require substantial financial and personnel resources. While the IT solutions are intended to improve and enhance our information systems, implementation of new information systems at each operating unit exposes us to the risks of start-up of the new system and integration of that system with our existing systems and processes, including possible disruption of our financial reporting. There is no guarantee that we will realize economic or other intended benefits from continued development and implementation of the IT solutions. Additionally, the IT solutions may not be developed or implemented as timely or as accurately as planned. Failure to properly implement the IT solutions could result in substantial disruptions to our business, including coordinating and processing our normal business activities, testing and recording of certain data necessary to provide oversight over our disclosure controls and procedures and effective internal controls over our financial reporting, and other unforeseen problems.

Our failure to adequately protect critical data, sensitive information and technology systems could materially affect our business, financial condition, results of operations and cash flows or result in harm to our reputation.

We use technology in substantially all aspects of our business operations. We rely heavily on computer, information, and communications technology and related systems to manage our operations and other business processes and to protect sensitive company information. Furthermore, in connection with our business we collect and retain personally identifiable and other sensitive information of our customers, stockholders and employees, all of which expect that we will adequately protect such information.

Cyber-attacks and physical security risks, such as storms or other natural phenomena, IT solution failures, network disruptions, theft and other breaches of data security, could disrupt our operations by causing, among

 

25


Table of Contents
Index to Financial Statements

other things, delays in the processing of transactions or the reporting of financial results or the unintentional disclosure of company information (including confidential or proprietary information). Cyber-attacks or acts of terrorism against us, our customers and/or our vendors or other breaches of our data security could also cause service disruption or loss of control of our customers’ energy infrastructure systems, which could subject us to significant liabilities and cause damage to our reputation. Additionally, a significant theft, loss, misappropriation, or inadvertent release of customer, stockholder or employee data by cyber-attack or otherwise could adversely impact our reputation and could result in significant costs, fines and litigation.

While management has taken steps to address these concerns by implementing network security and internal control measures, there can be no assurance that the above events will not occur, and such events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to risk of loss in our operations.

On certain projects, we rely on suppliers to obtain the necessary materials and subcontractors to perform portions of our services. We also rely on equipment manufacturers to provide us with the equipment required to conduct our operations. Although we are not dependent on any single supplier, subcontractor or equipment manufacturer, any substantial limitation on the availability of required suppliers, subcontractors or equipment manufacturers could negatively impact our operations. The risk of a lack of available suppliers, subcontractors or equipment manufacturers may be heightened as a result of market and economic conditions. To the extent we cannot engage subcontractors or acquire equipment or materials, our operations could be negatively impacted. Additionally, successful completion of our contracts may depend on whether our subcontractors successfully fulfill their contractual obligations. If our subcontractors fail to perform their contractual obligations as a result of financial or other difficulties, or if our subcontractors fail to meet the expected completion dates or quality standards, we may be required to incur additional costs or provide additional services in order to make up such shortfall.

An increase in the prices of certain materials used in our business could adversely affect our business.

For certain contracts, we are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in all of our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our rolling-stock fleet of approximately forty thousand units. While we believe we can increase our prices to adjust for some price increases in commodities, there can be no assurance that price increases of commodities, if they were to occur, would be recoverable. Additionally, some of our fixed price contracts do not allow us to adjust our prices and, as a result, increases in material or fuel costs could reduce our profitability with respect to such projects.

We may not have access in the future to sufficient funding to finance desired growth and operations.

If we cannot secure future funds or financing on acceptable terms, we may be unable to support our future operations or growth strategy. We use cash for acquisitions and other investments, both of which are elements of our growth strategy, and the timing and size of our acquisition or investment efforts cannot be readily predicted. Acquisitions and investments funded by cash on hand, cash from operations and cash from our current credit facility limit our financial flexibility and may increase our need to seek capital through additional debt or equity financings. We also rely on financing companies to fund the leasing of certain of our trucks and trailers, support vehicles and specialty construction equipment. Credit market conditions may cause certain of these financing companies to restrict or withhold access to capital for us to fund the leasing of additional equipment. Although we are not dependent on any single equipment lessor, a widespread lack of available capital to fund the leasing of equipment could negatively impact our future operations.

Our credit agreement contains significant restrictions, including financial covenants and other restrictions on our ability to borrow amounts under the agreement and limitations on our ability to incur additional debt or

 

26


Table of Contents
Index to Financial Statements

conduct certain types of preferred equity financings. Our ability to increase the current commitments under our credit facility is also dependent upon additional commitments from our lenders. Furthermore, if we are permitted under our credit facility to seek additional debt or equity financings, we cannot be certain they will be available to us on acceptable terms or at all, as banks are often restrictive in their lending practices, and additional debt financing may include covenants that further limit our operational and financial flexibility. If we are unable to borrow under our current credit agreement or secure other financing or if our lenders become unable or unwilling to fund their commitments to us, we may not be able to access the capital needed to fund our growth and operations. For additional information on the terms of our credit facility, please read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Instruments — Credit Facility.

Additionally, the market price of our common stock may change significantly in response to various factors and events beyond our control, which will impact our ability to use equity to obtain funds. A variety of events may cause the market price of our common stock to fluctuate significantly, including overall market conditions or volatility, a shortfall in our operating results from those anticipated, negative results or other unfavorable information relating to our market peers or the other risks described in this Annual Report on Form 10-K.

Fluctuating foreign currency exchange rates may have a greater impact on our financial results as we expand into international markets.

For the year ended December 31, 2016, we derived $1.59 billion, or 20.8%, of our consolidated revenues from foreign operations, the substantial majority of which was earned in Canada and Australia. The functional currencies for our foreign operations are typically the currency of the country in which the foreign operating unit is located. Accordingly, our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar. As the U.S. dollar strengthens against foreign currencies, our translation of foreign currency denominated revenues or expenses will result in lower U.S. dollar denominated revenues and expenses. Conversely, if the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated revenues or expenses will result in increased U.S. dollar denominated revenues and expenses. For example, during the year ended December 31, 2016, foreign revenues decreased by approximately $41 million in comparison with the year ended December 31, 2015 as a result of less favorable foreign currency exchange rates due to the U.S. dollar strengthening against the Canadian dollar. Also, during the year ended December 31, 2015, foreign revenues decreased by approximately $227 million in comparison with the year ended December 31, 2014 as a result of less favorable foreign currency exchange rates due to the U.S. dollar strengthening against the Canadian and Australian dollars.

We intend to expand the volume of services that we provide internationally. As a result, our reported financial condition, results of operations and cash flows may be further exposed to the effects that fluctuating exchange rates have on the process of translating the financial statements of our international operations and the remeasurement of transactions which are not denominated in the reporting units’ functional currencies.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our credit facility and certain other borrowings are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Our weighted average interest rate on our variable rate debt for the year ended December 31, 2016 was 2.1%. The annual effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be approximately $1.8 million based on our December 31, 2016 balance of variable rate debt.

 

27


Table of Contents
Index to Financial Statements

Our business growth could outpace the capability of our decentralized management infrastructure.

We cannot be certain that our management infrastructure will be adequate to support our operations as they expand. For example, the ability to internally communicate, coordinate and execute business strategies, plans and tactics may be negatively impacted by our increasing size and complexity. A decentralized structure places significant control and decision-making powers in the hands of our operating unit management. This contributes to the risk that we may be slower or less able to identify or react to problems affecting key business matters than we would in a more centralized environment. The lack of timely access to information may impact the quality of decision making by management. Our decentralized organization creates the possibility that our operating subsidiaries assume excessive risk without appropriate guidance from our centralized legal, accounting, tax, treasury and insurance functions as to the potential overall impact. Future growth could also impose significant additional responsibilities on members of our senior management, including the need to recruit and integrate new senior level managers and executives. We cannot be certain that we will be able to recruit and retain such additional managers and executives. To the extent that we are unable to manage our growth effectively, or are unable to attract and retain additional qualified management, we may not be able to expand our operations or execute our business plan.

We may be unable to compete for or work on certain projects if we are not able to obtain surety bonds, letters of credit or bank guarantees.

A portion of our business depends on our ability to provide surety bonds, letters of credit, bank guarantees or other financial assurances. Current or future market conditions, including losses incurred in the construction industry or as a result of large corporate bankruptcies, as well as changes in our sureties’ assessment of our operating and financial risk, could cause our surety providers and lenders to decline to issue or renew, or substantially reduce the amount of, bid or performance bonds for our work and could increase our costs associated with collateral. These actions could be taken on short notice. If our surety providers or lenders were to limit or eliminate our access to bonding, letters of credit or guarantees, our alternatives would include seeking capacity from other sureties and lenders or finding more business that does not require bonds or that allows for other forms of collateral for project performance, such as cash. We may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all, which could affect our ability to bid for or work on future projects requiring financial assurances.

We have also granted security interests in certain assets to collateralize our obligations to our sureties and lenders. Furthermore, under standard terms in the surety market, sureties issue or continue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing bonds. If we were to experience an interruption or reduction in the availability of bonding capacity as a result of these or other reasons, we may be unable to compete for or work on certain projects that require bonding.

Our failure to comply with environmental laws could result in significant liabilities.

Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, PCBs, fuel storage and air quality. We perform work in many different types of underground environments. If the field location maps supplied to us are not accurate, or if objects are present in the soil that are not indicated on the field location maps, our underground work could strike objects in the soil, some of which may contain pollutants. These objects may also rupture, resulting in the discharge of pollutants. In such circumstances, we may be liable for fines and damages, and we may be unable to obtain reimbursement from the parties providing the incorrect information. We perform work in and around environmentally sensitive areas such as rivers, lakes and wetlands. In addition, we perform directional drilling operations below certain environmentally sensitive terrains and water bodies. Due to the inconsistent nature of the terrain and water bodies, it is possible that such directional drilling may cause a surface fracture, resulting in the release of subsurface materials. These subsurface materials may contain contaminants in excess of amounts permitted by law, potentially exposing us to remediation costs and fines. We also own and lease several facilities

 

28


Table of Contents
Index to Financial Statements

at which we store our equipment. Some of these facilities contain fuel storage tanks that are above or below ground. If these tanks were to leak, we could be responsible for the cost of remediation as well as potential fines.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new clean-up requirements could require us to incur significant costs or become the basis for new or increased liabilities that could negatively impact our business, financial condition, results of operations and cash flows. In certain instances, we have obtained indemnification or covenants from third parties (including predecessors or lessors) for such clean-up and other obligations and liabilities. However, such third-party indemnities or covenants may not cover all of our costs and the indemnitors may not pay amounts owed to us, and such unanticipated obligations or liabilities, or future obligations and liabilities, may have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, we cannot be certain that we will be able to identify or be indemnified for all potential environmental liabilities relating to any acquired business.

There are also other legislative and regulatory proposals to address greenhouse gas emissions. These proposals, if enacted, could result in potential new regulations, additional charges to fund energy efficiency activities, or other regulatory actions. Any of these actions could result in increased costs associated with our operations and impact the prices we charge our customers. For example, if new regulations are adopted regulating greenhouse gas emissions from mobile sources such as cars and trucks, we could experience a significant increase in environmental compliance costs in light of our large rolling-stock fleet. In addition, if our operations are perceived to result in high greenhouse gas emissions, our reputation could suffer.

We may not be successful in meeting certain regulatory requirements applicable to us and our subsidiaries.

As a public company, we are subject to the corporate governance and financial reporting requirements of The Sarbanes-Oxley Act of 2002, including requirements for management to report on our internal controls over financial reporting and for our independent registered public accounting firm to express an opinion on the operating effectiveness of our internal control over financial reporting. During 2016, we continued actions to ensure our ability to comply with these requirements. As of December 31, 2016, our internal control over financial reporting was effective; however, there can be no assurance that our internal control over financial reporting will be effective in future years. Failure to maintain effective internal controls or to identify significant internal control deficiencies in acquired companies (both prior acquisitions and future acquisitions) could result in a decrease in the market value of our publicly traded securities, a reduced ability to obtain debt and equity financing, a loss of customers, or penalties and additional expenditures to meet the requirements.

Additionally, one of our subsidiaries has registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended (the Advisers Act). The Advisers Act and the rules promulgated thereunder impose substantive and material restrictions and requirements on the operations of our subsidiary, including certain fiduciary duties that apply to its relationships with its advisory clients. The SEC has broad administrative powers to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from fines and censures to termination of an adviser’s registration. Our subsidiary is also subject to periodic SEC examinations and other requirements, including, among other things, maintaining an effective compliance program, recordkeeping and reporting requirements, disclosure requirements and complying with anti-fraud prohibitions. The failure of our subsidiary to comply with the requirements of the Advisers Act could result in fines, suspensions of individual employees or other sanctions against our subsidiary that could have a material adverse effect on us. Even if an investigation or proceeding does not result in a fine or sanction or if a fine or sanction imposed against our subsidiary or its employees were small in monetary amount, the adverse publicity relating to an investigation, proceeding or imposition of these fines or sanctions could harm our reputation and have a material adverse effect on us.

If we are unable to enforce our intellectual property rights or if our intellectual property rights become obsolete, our competitive position could be adversely impacted.

We utilize a variety of intellectual property rights while performing our services. We view our portfolio of proprietary energized services tools and techniques and other process and design technologies as our competitive

 

29


Table of Contents
Index to Financial Statements

strengths, which we believe differentiate our service offerings. We may not be able to successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented or challenged. In addition, the laws of some foreign countries in which our services may be sold do not protect intellectual property rights to the same extent as the laws of the United States. We also license certain technologies from third parties, and there is a risk that our relationships with licensors may terminate or expire or may be interrupted or harmed. If we are unable to protect and maintain our intellectual property rights, or if intellectual property challenges or infringement proceedings succeed against us, our ability to differentiate our service offerings could be reduced. In addition, if our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings, and some of our competitors may be able to offer more attractive services to our customers. As a result, our business and revenues could be materially and adversely affected.

We may incur additional healthcare costs arising from federal healthcare reform legislation.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively ACA) were signed into law in the United States. The status of the ACA and any repeal or replacement thereof, is currently uncertain. Changes to laws governing health insurance could have a substantial impact on our financial results. We continue to monitor developments under ACA, including any potential repeal or replacement thereof, and assess the extent to which any such change could result in long-term material cost increases for us.

Opportunities within the government arena could subject us to increased governmental regulation and costs.

Most government contracts are awarded through a regulated competitive bidding process, which can often be more time consuming than the bidding process for non-governmental projects. Additionally, involvement with government contracts could require a significant amount of costs to be incurred before any revenues are realized from these contracts. As a government contractor, we are also subject to a number of procurement rules and other public sector regulations, any deemed violation of which could lead to fines or penalties or a loss of business. Government agencies routinely audit and investigate government contractors. Government agencies may review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. If a government agency determines that costs were improperly allocated to specific contracts, such costs will not be reimbursed or a refund of previously reimbursed costs may be required. If a government agency alleges or proves improper activity, civil and criminal penalties could be imposed and serious reputational harm could result. Many government contracts must be appropriated each year. If appropriations are not made in subsequent years, we would not realize all of the potential revenues from any awarded contracts.

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

We grow our business organically as well as through acquisitions. We often fund all or a portion of the consideration paid in connection with our acquisitions with the issuance of additional equity securities, including shares of our common stock and securities that are convertible into shares of our common stock.

We may issue additional equity securities in the future, including in connection with future acquisitions or other issuances of our common stock or convertible securities or otherwise. Our Restated Certificate of Incorporation provides that we may issue up to 600,000,000 shares of common stock, of which 144,710,773 shares were outstanding as of December 31, 2016. Additionally, former owners of certain acquired companies own exchangeable shares, 6,515,453 of which were outstanding as of December 31, 2016 and included in the calculation of basic and diluted weighted average shares outstanding. These shares are exchangeable for shares of Quanta common stock on a one-for-one basis. Any additional issuances of common stock or exchangeable shares could have the effect of diluting our earnings per share and our existing stockholders’ individual ownership percentages and could lead to volatility in the market price of our common stock. We cannot predict the effect that future issuances of our common stock or other equity-related securities would have on the market price of our common stock.

 

30


Table of Contents
Index to Financial Statements

Certain provisions of our corporate governing documents could make an acquisition of our company more difficult.

The following provisions of our charter documents, as currently in effect, and Delaware law could discourage potential proposals to acquire us, delay or prevent a change in control of us or limit the price that investors may be willing to pay in the future for shares of our common stock:

 

    our certificate of incorporation permits our board of directors to issue “blank check” preferred stock and to adopt amendments to our bylaws;

 

    our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings;

 

    our certificate of incorporation and bylaws restrict the right of stockholders to call a special meeting of stockholders and to act by written consent; and

 

    we are subject to provisions of Delaware law which restrict us from engaging in any of a broad range of business transactions with an “interested stockholder” for a period of three years following the date such stockholder became classified as an interested stockholder.

 

ITEM 1B. Unresolved Staff Comments

None.

 

ITEM 2. Properties

Facilities

We lease our corporate headquarters in Houston, Texas and maintain other facilities throughout North America and in various foreign locations where we conduct business. Our facilities are used for offices, equipment yards, warehouses, storage and vehicle shops. As of December 31, 2016, we owned 54 of our facilities and leased the remainder. We believe that our existing facilities are sufficient for our current needs.

Equipment

We operate a fleet of owned and leased trucks and trailers, support vehicles and specialty construction equipment, such as backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms, wire pullers, tensioners, marine vessels and helicopters. Our owned equipment and the leasehold interests in our leased equipment are encumbered by a security interest granted under our credit agreement. As of December 31, 2016, the total size of the rolling-stock fleet was approximately forty thousand units. Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities. We believe that our equipment is generally well maintained and adequate for our present operations.

 

ITEM 3. Legal Proceedings

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. See Legal Proceedings and Collective Bargaining Agreements in Note 15 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, which are incorporated by reference in this Item 3, for additional information regarding litigation, claims and other legal proceedings.

 

ITEM 4. Mine Safety Disclosures

Not applicable.

 

31


Table of Contents
Index to Financial Statements

PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “PWR.” The following table sets forth the high and low sales prices of our common stock per quarter, as reported by the NYSE, for the two most recent fiscal years.

 

     High      Low  

Year Ended December 31, 2016

     

4th Quarter

   $ 36.85      $ 27.29  

3rd Quarter

   $ 28.14      $ 22.58  

2nd Quarter

   $ 24.47      $ 21.60  

1st Quarter

   $ 22.87      $ 16.77  

Year Ended December 31, 2015

     

4th Quarter

   $ 27.05      $ 18.46  

3rd Quarter

   $ 29.10      $ 21.35  

2nd Quarter

   $ 30.61      $ 27.68  

1st Quarter

   $ 29.94      $ 25.67  

On February 21, 2017, there were 724 holders of record of our common stock, eight holders of record of exchangeable shares of Canadian subsidiaries of Quanta, one holder of record of our Series F preferred stock and one holder of record of our Series G preferred stock. There is no established trading market for the exchangeable shares or the Series F and Series G preferred stock; however, the exchangeable shares may be exchanged at the option of the holder for Quanta common stock on a one-for-one basis. See Note 11 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for additional discussion of our equity securities.

Unregistered Sales of Securities During the Fourth Quarter of 2016

During the three months ended December 31, 2016, we issued 104,942 shares of our common stock to certain former owners of an acquired company in exchange, on a one-for-one basis, for exchangeable shares in a Canadian subsidiary of Quanta that were held by certain former owners. Additionally, subsequent to December 31, 2016, we issued 420,904 shares of our common stock to certain former owners of an acquired company in exchange, on a one-for-one basis, for exchangeable shares in a Canadian subsidiary of Quanta that were held by certain former owners. Each of the former owners originally received the exchangeable shares as partial consideration for the sale of the acquired company.

The shares of common stock issued in the above 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 businesses acquired in a privately negotiated transactions not involving any public offering or solicitation.

 

32


Table of Contents
Index to Financial Statements

Issuer Purchases of Equity Securities During the Fourth Quarter of 2016

The following table contains information about our purchases of equity securities during the three months ended December 31, 2016.

 

Period

   Total Number
of Shares
Purchased
     Average Price
Paid per Share
     Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
     Maximum
Number (or
Approximate Dollar
Value) of Shares
That May Yet be
Purchased Under
the Plans or
Programs(1)
 

October 1 – 31, 2016 (2)

     19,145       $ 27.88         —        

November 1 – 30, 2016 (2)

     9,606       $ 32.88         —        

December 1 – 31, 2016

     —         $ —           —        
  

 

 

       

 

 

    

Total

     28,751            —         $ 50,120,407   
  

 

 

       

 

 

    

 

(1) On August 5, 2015, we issued a press release announcing that our board of directors approved a stock repurchase program authorizing us to purchase, from time to time through February 28, 2017, up to $1.25 billion of our outstanding common stock. Repurchases under the program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, issuer repurchase plan or otherwise, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. This program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our board of directors at any time at its sole discretion and without notice. As of December 31, 2016, we had repurchased an aggregate $1.20 billion in Quanta common stock under this program. As discussed in Liquidity and Capital Resources — Debt Instruments — Credit Facility in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Part II of this Annual Report on Form 10-K, our credit agreement includes certain limitations on the repurchase of common stock.
(2) Includes shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit awards.

Dividends

We did not declare any cash dividends on our common stock during the years ended December 31, 2016 or 2015, or in any previous periods. We currently intend to retain our future earnings, if any, to finance the growth, development and expansion of our business. Accordingly, we currently do not intend to declare or pay any cash dividends on our common stock in the immediate future. The declaration, payment and amount of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors. These factors include our financial condition, results of operations, cash flows from operations, current and anticipated capital requirements and expansion plans, the income tax laws then in effect and the requirements of Delaware law. In addition, as discussed in Liquidity and Capital Resources — Debt Instruments — Credit Facility in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, our credit agreement restricts the payment of cash dividends unless certain conditions are met.

Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

The following graph compares, for the period from December 31, 2011 to December 31, 2016, the cumulative stockholder return on our common stock with the cumulative total return of the Standard & Poor’s

 

33


Table of Contents
Index to Financial Statements

500 Index (the S&P 500 Index) and two peer groups selected by our management that include public companies within our industries. The companies in each peer group were selected to represent a broad group of publicly held corporations with operations similar to ours. The current peer group (the 2016 Peer Group) includes AECOM Technology Corporation, Chicago Bridge & Iron Company N.V., EMCOR Group Inc., Fluor Corporation, Jacobs Engineering Group Inc., KBR, Inc., MasTec, Inc., MYR Group Inc. and Primoris Services Corporation. The peer group used in the prior year (the 2015 Peer Group) included each of the foregoing companies as well as Willbros Group, Inc. We determined not to include Willbros Group, Inc. in the 2016 Peer Group due to dissimilarities with respect to its trading liquidity and operational performance history.

The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the S&P 500 Index, the 2016 Peer Group and the 2015 Peer Group on December 31, 2011 and tracks their relative performance through December 31, 2016. The returns of each company in the Peer Group are weighted based on the market capitalization of that company at the beginning of the measurement period. The stock price performance reflected in the following graph is not necessarily indicative of future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Quanta Services, Inc., the 2016 Peer Group, the 2015 Peer Group and the S&P 500 Index

 

 

LOGO

 

(1) The 2016 Peer Group and the 2015 Peer Group performed similarly during the five-year performance period, therefore their cumulative total returns overlap in the graph.

 

     12/11      12/12      12/13      12/14      12/15      12/16  

Quanta Services, Inc.

   $ 100.00      $ 126.69      $ 146.52      $ 131.80      $ 94.01      $ 161.79  

2016 Peer Group

     100.00        116.43        163.14        116.63        106.15        130.02  

2015 Peer Group

     100.00        116.61        163.73        116.97        105.94        129.74  

S&P 500

     100.00        116.00        153.58        174.60        177.01        198.18  

 

34


Table of Contents
Index to Financial Statements
ITEM 6. Selected Financial Data

The following historical selected financial data has been derived from the consolidated financial statements of Quanta. See Note 5 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for information regarding certain acquisitions and the related impact on our results of operations as these acquisitions may affect the comparability of such results. Additionally, on August 4, 2015, we sold our fiber optic licensing operations, and on December 3, 2012, we sold substantially all of our domestic telecommunications infrastructure services operations and related subsidiaries. We have presented the results of operations, financial position and cash flows of such fiber optic licensing and telecommunications subsidiaries as discontinued operations for all applicable periods presented in this Annual Report on Form 10-K. The historical selected financial data should be read in conjunction with our Consolidated Financial Statements and related notes thereto included in Item 8. Financial Statements and Supplementary Data and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

    Year Ended December 31,  
    2016     2015     2014     2013     2012  
    (In thousands, except per share information)  

Consolidated Statements of Operations Data:

         

Revenues

  $ 7,651,319      $ 7,572,436      $ 7,747,229      $ 6,411,577      $ 5,825,085   

Cost of services (including depreciation)

    6,637,519        6,648,771        6,578,435        5,424,644        4,953,176   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    1,013,800        923,665        1,168,794        986,933        871,909   

Selling, general and administrative expenses

    653,338        592,863        705,477 (c)      485,069        421,726   

Amortization of intangible assets

    31,685        34,848        34,257        25,865        34,049   

Asset impairment charges (a)

    7,964        58,451        —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    320,813        237,503        429,060        475,999        416,134   

Interest expense

    (14,887     (8,024     (4,765     (2,668     (3,746

Interest income

    2,423        1,493        3,736        3,378        1,471   

Equity in earnings (losses) of unconsolidated affiliates, including gain on sale of investment

    (979     (466     (332     112,744 (d)      2,084   

Other income (expense), net

    316        (1,831     (1,100     (1,133     (349
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

    307,686        228,675        426,599        588,320        415,594   

Provision for income taxes (b)

    107,246        97,472        139,007        196,875        139,988   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income from continuing operations

    200,440        131,203        287,592        391,445        275,606   

Net income (loss) from discontinued operations

    (342     190,621        27,490        29,864        47,050   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    200,098        321,824        315,082        421,309        322,656   

Less: Net income attributable to non-controlling interests

    1,715        10,917        18,368        19,388        16,027   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

  $ 198,383      $ 310,907      $ 296,714      $ 401,921      $ 306,629   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amounts attributable to common stock:

         

Net income from continuing operations

  $ 198,725      $ 120,286      $ 269,224      $ 372,057      $ 259,579   

Net income (loss) from discontinued operations

    (342     190,621        27,490        29,864        47,050   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

  $ 198,383      $ 310,907      $ 296,714      $ 401,921      $ 306,629   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share attributable to common stock from continuing operations

  $ 1.26      $ 0.62      $ 1.22      $ 1.73      $ 1.22   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to common stock from continuing operations

  $ 1.26      $ 0.62      $ 1.22      $ 1.73      $ 1.22   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

In 2016 and 2015, we recorded total asset impairment charges of $8.0 million ($7.1 million net of tax) and $58.5 million ($44.6 million net of tax). The charges recorded in 2016 primarily relate to a pending disposition of certain international renewable energy services operations. The charges recorded in 2015 related to goodwill, intangible assets and property and equipment, including a $39.8 million goodwill impairment and a $12.1 million

 

35


Table of Contents
Index to Financial Statements
  impairment to customer relationships, trade names and non-compete agreement intangible assets. These charges were primarily attributable to lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. In 2015, we also recorded a $6.6 million impairment to property and equipment associated with the same international renewable energy services operations.
(b) The effective tax rate was lower in 2016 primarily due to $20.5 million in tax benefits from decreases in reserves for uncertain tax positions, which resulted from the expiration of federal and state statute of limitations periods. The effective tax rate in 2015 was higher primarily due to a lower proportion of income before taxes from international jurisdictions. Additionally, certain asset impairments recorded in 2015 were not tax deductible, and a change in the Alberta provincial statutory income tax resulted in additional taxes of $5.0 million. In addition, the effective tax rates in 2014, 2013 and 2012 were impacted by $8.1 million, $9.9 million and $7.8 million in tax benefits primarily due to decreases in reserves for uncertain tax positions resulting from the expiration of federal and state statute of limitations periods.
(c) In 2014, selling, general and administrative expenses included a $102.5 million charge to provision for long-term contract receivable associated with an electric power infrastructure services project and a $38.8 million expense resulting from an arbitration decision associated with a contract dispute on a directional drilling project.
(d) In 2013, we recorded a pre-tax gain of approximately $112.7 million from the sale of all of our equity ownership interest in Howard Midstream Energy Partners, LLC.

 

     December 31,  
     2016      2015      2014      2013      2012  
     (In thousands)  

Balance Sheet Data:

              

Working capital

   $ 1,083,517      $ 1,073,775      $ 1,389,393      $ 1,226,012      $ 1,310,405  

Goodwill

     1,603,169        1,552,658        1,596,695        1,445,927        1,202,854  

Total assets

     5,354,059        5,213,543        6,253,583        5,731,982        5,111,408  

Long-term debt, net of current maturities

     353,562        475,364        72,489        1,053        —    

Total stockholders’ equity

     3,339,427        3,085,494        4,514,473        4,234,188        3,766,548  

 

36


Table of Contents
Index to Financial Statements
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and related notes thereto in Item 8. Financial Statements and Supplementary Data. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in Uncertainty of Forward-Looking Statements and Information below and in Item 1A. Risk Factors.

Introduction

We are a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and select other international markets. The services we provide include the design, installation, upgrade, repair and maintenance of infrastructure within each of the industries we serve, such as electric power transmission and distribution networks, substation facilities, renewable energy facilities, and pipeline transmission and distribution systems and facilities.

We report our results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally focused on broad end-user markets for our services. Our consolidated revenues for the year ended December 31, 2016 were approximately $7.65 billion, of which 63% was attributable to the Electric Power Infrastructure Services segment and 37% to the Oil and Gas Infrastructure Services segment.

Our customers include many of the leading companies in the industries we serve. We have developed strong strategic alliances with numerous customers and strive to develop and maintain our status as a preferred vendor to our customers. We enter into various types of contracts, including competitive unit price, hourly rate, cost-plus (or time and materials basis), and fixed price (or lump sum basis), the final terms and prices of which are frequently negotiated with the customer. Although the terms of our contracts vary considerably, most are made on either a unit price or fixed price basis in which we agree to do the work for a price per unit of work performed (unit price) or for a fixed amount for the entire project (fixed price). We complete a substantial majority of our fixed price projects, other than certain large transmission projects, within one year, while we frequently provide maintenance and repair work under open-ended unit price or cost-plus master service agreements that are renewable periodically.

We recognize revenue on our unit price and cost-plus contracts as units are completed or services are performed. For our fixed price contracts, we record revenues as work on the contract progresses on a percentage-of-completion basis. Under this method, revenue is recognized based on the percentage of total costs incurred to date in proportion to total estimated costs to complete the contract. Fixed price contracts generally include retainage provisions under which a percentage of the contract price is withheld until the project is complete and has been accepted by our customer.

For internal management purposes, we are organized into two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on the predominant type of work provided by the operating units within each division.

Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of our market strategies. These classifications of our operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Our operating units may perform joint infrastructure service

 

37


Table of Contents
Index to Financial Statements

projects for customers in multiple industries, deliver multiple types of infrastructure services under a single customer contract or provide services across industries. For example, we perform joint trenching projects to install distribution lines for electric power and natural gas customers. Our integrated operations and common administrative support at each of our operating units requires that certain allocations, including allocations of shared and indirect costs, such as facility costs, indirect operating expenses including depreciation, and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.

The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and our proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and cable and control systems for light rail lines and ancillary telecommunication infrastructure services.

The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure.

Recent Investments, Acquisitions and Divestitures

During 2016, we completed five acquisitions. The results of four of the acquired companies are generally included in our Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. We also acquired a pipeline service contractor located in the United States, the results of which are generally included in our Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of approximately $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at approximately $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million, which will be paid if certain financial targets are achieved. Based on the estimated fair value of this contingent consideration, we have recorded an $18.7 million liability. As these transactions were effective during 2016, the results have been included in our consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable us to further enhance our service offerings in the United States, Canada and Australia.

 

38


Table of Contents
Index to Financial Statements

During 2015, we acquired 11 companies. The results of eight of the acquired companies are generally included in our Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in our Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia. The aggregate consideration for these acquisitions consisted of approximately $110.6 million paid or payable in cash, subject to net working capital adjustments, 461,037 shares of Quanta common stock valued at approximately $10.1 million as of the settlement dates of the applicable acquisitions, and $1.0 million in contingent consideration. As these transactions were effective during 2015, the results have been included in our consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable us to further enhance our electric power and oil and gas infrastructure service offerings in the United States, Canada and Australia.

On April 29, 2015, we entered into a stock purchase agreement with Crown Castle International Corp. pursuant to which we agreed to sell our fiber optic licensing operations. The purchase agreement contained customary representations and warranties, covenants and indemnities. On August 4, 2015, we completed the sale for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million. In the third quarter of 2015, we recognized a net of tax gain of approximately $171 million. We have presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in our consolidated financial statements.

During 2014, we completed nine acquisitions, which enabled us to further enhance our electric power and oil and gas infrastructure service offerings in the United States and Canada and expand our capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S.-based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense the results of which are generally included in our Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States the results of which are generally included in our Electric Power Infrastructure Services segment. The aggregate consideration for these acquisitions was approximately $279.5 million in cash, 686,382 shares of Quanta common stock and 3,825,971 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a one-for-one basis for Quanta common stock. The exchangeable shares provide holders with rights equivalent to Quanta common stockholders with respect to dividends and other economic rights. In addition, we issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares, which generally votes on the same matters as Quanta common stock and is entitled to a number of votes equal to the number of such exchangeable shares outstanding at that time. Exchangeable shares not associated with preferred stock do not have voting rights. The aggregate value of the securities issued on the settlement dates of the acquisitions totaled approximately $134.5 million. As these transactions were effective during 2014, the results of each acquired company have been included in our consolidated financial statements beginning on the respective dates of acquisition.

Seasonality; Fluctuations of Results; Economic Conditions

Our revenues and results of operations can be subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, receipt of required regulatory approvals,

 

39


Table of Contents
Index to Financial Statements

permits and rights of way, project timing and schedules, and holidays. Typically, our revenues are lowest in the first quarter of the year because cold, snowy or wet conditions can cause delays on projects. In addition, many of our customers develop their capital budgets for the coming year during the first quarter and do not begin infrastructure projects in a meaningful way until their capital budgets are finalized. Second quarter revenues are typically higher than those in the first quarter, as some projects begin, but continued cold and wet weather can often impact second quarter productivity. Third quarter revenues are typically the highest of the year, as a greater number of projects are underway, and weather is more accommodating. Generally, revenues during the fourth quarter of the year are lower than the third quarter but higher than the second quarter. Many projects are completed in the fourth quarter, and revenues are often impacted positively by customers seeking to spend their capital budgets before the end of the year; however, the holiday season and inclement weather can sometimes cause delays, reducing revenues and increasing costs. Any quarter may be positively or negatively affected by atypical weather patterns in any of the areas we serve, such as severe weather, excessive rainfall or unusual winter weather, making it difficult to predict these variations and their effect on particular projects quarter to quarter. The timing of project awards and unanticipated changes in project schedules as a result of delays or accelerations can also create variations in the level of operating activity from quarter to quarter.

These seasonal impacts are typical for our U.S. operations, but as our foreign operations continue to grow, we may see a lessening of this pattern impacting our quarterly revenues. For example, revenues in Canada are often higher in the first quarter as projects are accelerated so that work can be completed prior to the break up, or seasonal thaw, as productivity is adversely affected by wet ground conditions during the warmer spring and summer months. Also, although revenues from Australia and other international operations have not been significant relative to our overall revenues to date, their seasonal patterns may differ from those in North America and may impact our seasonality more in the future.

Additionally, our industry can be highly cyclical. Our volume of business may be adversely affected by declines or delays in new projects due to cyclicality, which may vary by geographic region, including the United States, Canada and Australia. Project schedules, particularly in connection with larger, longer-term projects, can also create fluctuations in the services provided, which may adversely affect us in a given period. For example, in connection with larger, more complicated projects, the timing of obtaining permits and other approvals may be delayed, and we may need to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on such projects when they move forward. Examples of other items that may cause our results or demand for our services to fluctuate materially from quarter to quarter include: the financial condition of our customers and their access to capital; margins of projects performed during any particular period; regional, national and global economic and market conditions; our customers capital spending, including on larger pipeline and electrical infrastructure projects; natural gas and oil prices; the timing of acquisitions, the timing and magnitude of acquisition and integration costs associated with acquisitions; dispositions; equity in earnings (losses) of unconsolidated affiliates; impairments of goodwill, intangible assets, long-lived assets or investments; effective tax rates; and interest rates. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period. You should read Outlook and Understanding Margins for additional discussion of trends and challenges that may affect our financial condition, results of operations and cash flows.

Understanding Margins

Our gross margin is gross profit expressed as a percentage of revenues, and our operating margin is operating income expressed as a percentage of revenues. Cost of services, which is subtracted from revenues to obtain gross profit, consists primarily of salaries, wages and benefits to employees, depreciation, fuel and other equipment expenses, equipment rentals, subcontracted services, insurance, facilities expenses, materials and parts and supplies. Selling, general and administrative expenses and amortization of intangible assets are then subtracted from gross profit to obtain operating income. Various factors — some controllable, some not — can impact our margins on a quarterly or annual basis.

 

40


Table of Contents
Index to Financial Statements

Seasonal and geographical. As discussed previously, seasonal patterns can have a significant impact on margins. Generally, business is slower in the winter months versus the warmer months of the year, resulting in lower productivity and consequently reducing our ability to cover fixed costs. This can be offset somewhat by increased demand for electrical service and repair work resulting from severe weather. Additionally, project schedules, including when projects begin and when they are completed, may impact margins. The mix of business conducted in the areas we serve will also affect margins, as some of the areas we serve offer the opportunity for higher margins than others due to the geographic characteristics associated with the physical location where the work is being performed. Such characteristics include whether the project is performed in an urban versus a rural setting or in a mountainous area or in open terrain. Site conditions, including unforeseen underground conditions, can also impact margins.

Weather. Adverse or favorable weather conditions can impact gross margins in a given period. For example, snowfall or rainfall in the areas in which we operate may negatively impact our revenues and margins due to reduced productivity, as projects may be delayed or temporarily placed on hold until weather conditions improve. Conversely, in periods when weather remains dry and temperatures are accommodating, more work can be done, sometimes with less cost, which would have a favorable impact on margins. In some cases, severe weather, such as hurricanes and ice storms, can provide us with higher margin emergency restoration service work, which generally has a positive impact on margins.

Revenue mix. The mix of revenues derived from the industries we serve and the types of services we provide within an industry will impact margins, as certain industries and services provide higher margin opportunities. Additionally, changes in our customers’ spending patterns in each of the industries we serve can cause an imbalance in supply and demand and, therefore, affect margins and mix of revenues by industry served.

Service and maintenance versus installation. Installation work is often performed on a fixed price basis, while maintenance work is often performed under pre-established or negotiated prices or cost-plus pricing arrangements. Margins for installation work may vary from project to project, and may be higher than maintenance work, as work obtained on a fixed price basis has higher risk than other types of pricing arrangements. We typically derive approximately 30% of our annual revenues from maintenance work, but a higher portion of installation work in any given period may affect our gross margins for that period.

Subcontract work. Work that is subcontracted to other service providers generally yields lower margins. An increase in subcontract work in a given period may contribute to a decrease in margins. We typically subcontract approximately 20% to 25% of our work to other service providers.

Materials versus labor. Typically, our customers are responsible for supplying their own materials on projects; however, for some of our contracts, we may agree to procure all or part of the required materials. Margins may be lower on projects where we furnish a significant amount of materials, as our mark-up on materials is generally lower than on our labor costs. In a given period, an increase in the percentage of work with higher materials procurement requirements may decrease our overall margins.

Size, scope and complexity of projects. We may experience a decrease or fluctuations in margins when larger, more complex electric transmission and pipeline projects across the industries we serve experience significant delays. Larger projects with higher voltage capacities, larger diameter throughput capacities, increased construction or design complexities, more difficult terrain requirements or longer distance requirements typically yield opportunities for higher margins as we assume a greater degree of performance risk and allow for a higher degree of utilization of our resources for longer construction timeframes. Conversely, smaller or less complex electric transmission and pipeline projects typically provide lower margin opportunities as there are a greater number of competitors capable of performing in this market, and competitors at times may more aggressively pursue available volumes of work to absorb fixed costs. A greater mix of smaller scale or less complex electric transmission and pipeline work also could negatively impact margins due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on fewer larger projects.

 

41


Table of Contents
Index to Financial Statements

Our margins may be further impacted by delays in the timing of larger projects or temporary decreases in capital spending by our customers, as we may choose to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on larger, more complicated electric transmission or pipeline projects when they move forward.

Depreciation. We include depreciation in cost of services. This is common practice in our industry, but it can make comparability of our margins to those of other companies difficult. This must be taken into consideration when comparing us to other companies.

Insurance. As discussed in Liquidity and Capital Resources — Self-Insurance, we are insured for employer’s liability, workers’ compensation, auto liability and general liability claims. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements. Margins could be impacted by fluctuations in insurance accruals as additional claims arise and as circumstances and conditions of existing claims change.

Performance risk. Margins may fluctuate because of the volume of work and the impacts of pricing and job productivity, which can be affected both favorably and negatively by, among other things, weather, geography, customer decisions and crew productivity. For example, when comparing a service contract between a current quarter and the comparable prior year’s quarter, factors affecting the gross margins associated with the revenues generated by the contract may include pricing under the contract, the volume of work performed under the contract, the mix of the type of work specifically being performed and the productivity of the crews performing the work. Productivity can be influenced by many factors, including where the work is performed (e.g., rural versus urban area or mountainous or rocky area versus open terrain), whether the work is on an open or encumbered right of way, the impact of inclement weather, the effects of environmental restrictions or regulatory delays, or the performance of third parties on a project. These types of factors are not practicable to quantify through accounting data, but each of these items may individually or in the aggregate have a direct impact on the gross margin of a specific project.

Foreign currency risk. Our financial performance is reported on a U.S. dollar-denominated basis but is partially subject to fluctuations in foreign currency exchange rates. Fluctuations in exchange rates relative to the U.S. dollar, primarily the Canadian and Australian dollars, could cause material fluctuations in comparisons of our results of operations between periods.

Selling, General and Administrative Expenses

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

 

42


Table of Contents
Index to Financial Statements

Results of Operations

As previously discussed, we have acquired certain businesses, the results of which have been included in the following results of operations beginning on their respective acquisition dates. Additionally, the results of operations for our fiber optic licensing operations, which were disposed of on August 4, 2015, have been reclassified from continuing operations to net income from discontinued operations for all periods presented. The following table sets forth selected statements of operations data and such data as a percentage of revenues for the years indicated (dollars in thousands):

Consolidated Results

 

     Year Ended December 31,  
     2016     2015     2014  

Revenues

   $ 7,651,319       100.0   $ 7,572,436       100.0   $ 7,747,229       100.0

Cost of services (including depreciation)

     6,637,519       86.7       6,648,771       87.8       6,578,435       84.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     1,013,800       13.3       923,665       12.2       1,168,794       15.1  

Selling, general and administrative expenses

     653,338       8.5       592,863       7.8       705,477       9.1  

Amortization of intangible assets

     31,685       0.5       34,848       0.5       34,257       0.5  

Asset impairment charges

     7,964       0.1       58,451       0.8       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     320,813       4.2       237,503       3.1       429,060       5.5  

Interest expense

     (14,887     (0.2     (8,024     (0.1     (4,765     —    

Interest income

     2,423       —         1,493       —         3,736       —    

Equity in losses of unconsolidated affiliates

     (979     —         (466     —         (332     —    

Other income (expense), net

     316       —         (1,831     —         (1,100     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     307,686       4.0       228,675       3.0       426,599       5.5  

Provision for income taxes

     107,246       1.4       97,472       1.3       139,007       1.8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income from continuing operations

     200,440       2.6       131,203       1.7       287,592       3.7  

Net income (loss) from discontinued operations

     (342     —         190,621       2.5       27,490       0.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     200,098       2.6       321,824       4.2       315,082       4.1  

Less: Net income attributable to non-controlling interests

     1,715       —         10,917       0.1       18,368       0.3  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 198,383       2.6   $ 310,907       4.1   $ 296,714       3.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amounts attributable to common stock:

            

Net income from continuing operations

   $ 198,725       2.6   $ 120,286       1.6   $ 269,224       3.4

Net income (loss) from discontinued operations

     (342     —         190,621       2.5       27,490       0.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 198,383       2.6   $ 310,907       4.1   $ 296,714       3.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2016 compared to 2015

Revenues. Revenues increased $78.9 million, or 1.0%, to $7.65 billion for the year ended December 31, 2016. Contributing to the increase was a $165.7 million increase in revenues from oil and gas infrastructure services, partially offset by a $86.8 million decrease in revenues from electric power infrastructure services. The increase in revenues from oil and gas infrastructure services primarily resulted from increased capital spending by our customers associated with larger projects, certain of which moved into full construction during the second half of 2016, after experiencing regulatory and permitting delays in the first half of 2016, as well as from increased customer spending for natural gas distribution services. Consolidated revenues were also favorably

 

43


Table of Contents
Index to Financial Statements

impacted by approximately $125 million due to revenues generated by acquired companies, primarily in the Electric Power Infrastructure Services segment. The decrease in revenues from electric power infrastructure services resulted from reduced customer spending associated with larger electric transmission projects as customers continued to face heightened regulatory and environmental requirements from state and federal agencies and more stringent permitting processes with various regional system operators. This regulatory environment negatively impacted the timing of existing projects and delayed the development of other infrastructure projects, which resulted in decreased demand for our services. In addition, revenues contributed by our international operations were negatively impacted by approximately $41 million due to less favorable average foreign currency translation rates in 2016 as compared to 2015, primarily attributable to the strengthening of the U.S. dollar against the Canadian dollar throughout 2016.

Gross profit. Gross profit increased $90.1 million, or 9.8%, to $1.01 billion for the year ended December 31, 2016. Gross profit as a percentage of revenues increased to 13.3% for the year ended December 31, 2016 from 12.2% for the year ended December 31, 2015. These increases were primarily due to better utilization of certain larger transmission project resources, mainly in the second half of 2016, as compared to the utilization of similar resources during 2015. Also contributing to these increases was improved performance of ongoing larger pipeline and electric power projects, as we experienced increased productivity compared to the year ended December 31, 2015 which was negatively impacted by heavy snowfall and other unfavorable weather conditions in certain areas of Canada and the northern United States. Also contributing to these increases was the contribution of profits from higher overall revenues during the current period. Gross profit and gross profit as a percentage of revenues were adversely impacted during 2016 by project losses of $54.8 million related to a power plant construction project in Alaska, which are discussed further in the results of operations for the Electric Power Infrastructure Services segment, as compared to project losses of $66.1 million during 2015 related to the same project and an electric transmission project in Canada completed in the third quarter of 2015.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $60.5 million, or 10.2%, to $653.3 million for the year ended December 31, 2016. This increase was primarily attributable to $9.8 million in incremental costs associated with acquired companies, net of reduced acquisition costs; $8.9 million in higher salaries and benefits from annual compensation increases and increased personnel; $8.6 million in higher incentive compensation costs associated with levels of profitability; $7.1 million in higher costs associated with ongoing technology and business development initiatives. Also contributing to the increase were $6.3 million in severance costs associated with the departure of Quanta’s former president and chief executive officer and severance and restructuring costs primarily associated with certain operations within the Oil and Gas Infrastructure Services segment; $2.5 million in higher legal costs related to ongoing litigation, which included $6.9 million of litigation costs related to our disposition of certain telecommunication operations; and $2.3 million contributed to a university endowment. Selling, general and administrative expenses as a percentage of revenues increased to 8.5% for the year ended December 31, 2016 from 7.8% for the year ended December 31, 2015.

Amortization of intangible assets. Amortization of intangible assets decreased $3.2 million to $31.7 million for the year ended December 31, 2016. This decrease was primarily due to reduced amortization expense from previously acquired intangible assets as certain of these assets became fully amortized, partially offset by increased amortization of intangible assets associated with acquired companies.

Asset impairment charges. Asset impairment charges were $8.0 million for the year ended December 31, 2016 compared to $58.5 million for the year ended December 31, 2015. During the fourth quarter of 2015, we recorded an asset impairment of $6.6 million related to certain international renewable energy services operations. These assets were further impaired during the fourth quarter of 2016 as a result of the pending disposition of these operations. Additionally, during the fourth quarter of 2015, we recorded a $39.8 million goodwill impairment and a $12.1 million impairment of other intangible assets related to certain operations within our Oil and Gas Infrastructure Services Division, which were primarily attributable to lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

 

44


Table of Contents
Index to Financial Statements

Interest expense. Interest expense increased $6.9 million to $14.9 million for the year ended December 31, 2016 primarily due to increased borrowing activity and a higher weighted average interest rate during the year ended December 31, 2016.

Provision for income taxes. The provision for income taxes was $107.2 million for the year ended December 31, 2016, with an effective tax rate of 34.9%. The provision for income taxes was $97.5 million for the year ended December 31, 2015, with an effective tax rate of 42.6%. The lower effective tax rate for the year ended December 31, 2016 was primarily due to $20.5 million in tax benefits due to decreases in reserves for uncertain tax positions resulting from the expiration of federal and state statute of limitations periods, partially offset by the impact of a lower proportion of income before taxes from international operations, which are generally taxed at lower statutory rates. The provision for income taxes for the year ended December 31, 2015 included $5.0 million related to an increase in the Alberta provincial statutory income tax rate, effective as of June 1, 2015 and requiring a remeasurement of certain cumulative deferred tax assets and liabilities, which was partially offset by the realization of $4.2 million in tax benefits associated with the realization of a previously unrecognized deferred tax asset related to our investment in a foreign operating subsidiary. The effective tax rate for 2015 did not reflect a significant decrease in reserves for uncertain tax positions because the statute of limitations periods remained open for various tax years under audit.

Other comprehensive income (loss). Other comprehensive income (loss), net of taxes was a gain of $23.0 million in the year ended December 31, 2016 compared to a loss of $171.4 million in the year ended December 31, 2015. The gain in 2016 was due to a strengthening of foreign currencies associated with our international operations, primarily the Canadian dollar, against the U.S. dollar as of December 31, 2016 when compared to the exchange rates for those same currencies as of December 31, 2015. The loss in 2015 was due to weaker foreign currencies associated with our international operations, primarily the Canadian dollar, against the U.S. dollar as of December 31, 2015 when compared to the exchange rates for those same currencies as of December 31, 2014.

2015 compared to 2014

Revenues. Revenues decreased $174.8 million, or 2.3%, to $7.57 billion for the year ended December 31, 2015. This decrease was primarily attributable to a decrease in electric power infrastructure services revenues of $365.4 million, or 6.9%, partially offset by an increase in oil and gas infrastructure services revenues of $190.6 million, or 7.8%. Revenues from electric power infrastructure services were adversely impacted primarily by reduced customer spending and delays in project timing due to regulatory and permitting issues associated with larger electric transmission projects during the year ended December 31, 2015. In addition, revenues contributed by our international operations were negatively impacted by approximately $227 million due to less favorable average foreign currency exchange rates as the U.S. dollar strengthened against the Canadian and Australian dollars throughout 2015. Partially offsetting these decreases for the year ended December 31, 2015 was the favorable impact of approximately $375 million in revenues generated by acquired companies, primarily in the Oil and Gas Infrastructure Services segment.

Gross profit. Gross profit decreased $245.1 million, or 21.0%, to $923.7 million for the year ended December 31, 2015. Gross profit as a percentage of revenues decreased to 12.2% for the year ended December 31, 2015 from 15.1% for the year ended December 31, 2014. These decreases were primarily due to the decrease in revenues from larger electric transmission and larger pipeline transmission projects, which typically yield higher margins, and an increase in revenues from services that typically yield lower margins. Gross profit was also negatively impacted by approximately $73 million in aggregate losses recorded during the year ended December 31, 2015 on three projects due to increased costs associated with performance and site related factors that adversely impacted production. The projects included the previously mentioned power plant project in Alaska, an electric transmission project in Canada substantially completed in the third quarter of 2015, and a directional drilling project in Canada that was completed during the fourth quarter of 2015.

 

45


Table of Contents
Index to Financial Statements

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $112.6 million, or 16.0%, to $592.9 million for the year ended December 31, 2015. The decrease was primarily attributable to an aggregate $102.5 million charge to provision for long-term contract receivable recorded in the third and fourth quarters of 2014 associated with an electric power infrastructure services project completed in 2012 and an aggregate $38.8 million expense recorded in the year ended December 31, 2014 associated with an adverse arbitration decision regarding a contract dispute on a 2010 directional drilling project. Partially offsetting these decreases was $16.5 million in incremental general and administrative costs associated with acquired companies and $11.0 million in higher costs associated with ongoing technology, business development initiatives and facilities expenses. Selling, general and administrative expenses as a percentage of revenues decreased to 7.8% for the year ended December 31, 2015 from 9.1% for the year ended December 31, 2014, due primarily to the impact of the charge to provision for long-term contract receivable and arbitration expense described above.

Amortization of intangible assets. Amortization of intangible assets increased $0.6 million to $34.8 million for the year ended December 31, 2015. This increase was primarily due to increased amortization of intangibles associated with acquired companies, partially offset by reduced amortization expense from previously acquired intangible assets as certain of these assets became fully amortized.

Asset impairment charges. Asset impairment charges were $58.5 million for the year ended December 31, 2015 compared to none for the year ended December 31, 2014. During the fourth quarter of 2015, we recorded a $39.8 million goodwill impairment and a $12.1 million impairment related to customer relationships, trade names and non-compete agreement intangible assets. The extended low commodity price environment had significantly impacted certain reporting units within our Oil and Gas Infrastructure Services Division. Specifically, lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, with respect to certain directional drilling operations in Australia resulted in impairments of goodwill and intangible assets. Additionally, we recorded a property and equipment impairment of $6.6 million related to certain international renewable energy services operations during the fourth quarter of 2015.

Interest expense. Interest expense increased $3.3 million to $8.0 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014 due to increased borrowing activity.

Provision for income taxes. The provision for income taxes was $97.5 million for the year ended December 31, 2015, with an effective tax rate of 42.6%. The provision for income taxes was $139.0 million for the year ended December 31, 2014, with an effective tax rate of 32.6%. The effective tax rate was higher in 2015 due to a lower proportion of income before taxes from international jurisdictions, which are generally taxed at lower statutory rates. Additionally, certain of the asset impairments recorded were not deductible for tax purposes. A change in the Alberta provincial statutory income tax, effective as of June 1, 2015, which required a remeasurement of certain cumulative deferred tax assets and liabilities, resulted in additional taxes of $5.0 million. These negative impacts were partially offset by the realization of $4.2 million in tax benefits associated with the realization of a previously unrecognized deferred tax asset related to our investment in a foreign operating subsidiary. The effective tax rate in 2015 did not reflect a significant decrease in reserves for uncertain tax positions because the statute of limitations periods remained open for various tax years under audit. The effective tax rate for 2014 was impacted by an $8.1 million decrease in reserves for uncertain tax positions resulting from the expiration of federal and state statute of limitations periods.

Other comprehensive income (loss). Other comprehensive income (loss), net of taxes was a loss of $171.4 million in the year ended December 31, 2015 compared to a loss of $86.1 million in the year ended December 31, 2014. These losses were primarily due to less favorable foreign currency exchange rates related to the strengthening of the U.S. dollar against the Canadian and Australian dollars.

 

46


Table of Contents
Index to Financial Statements

Segment Results

The following table sets forth segment revenues and segment operating income (loss) for the years indicated (dollars in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Revenues:

            

Electric Power Infrastructure Services

   $ 4,850,495       63.4   $ 4,937,289       65.2   $ 5,302,671       68.4

Oil and Gas Infrastructure Services

     2,800,824       36.6       2,635,147       34.8       2,444,558       31.6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated revenues from external customers

   $ 7,651,319       100.0   $ 7,572,436       100.0   $ 7,747,229       100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss):

            

Electric Power Infrastructure Services

   $ 395,745       8.2   $ 362,328       7.3   $ 462,985       8.7

Oil and Gas Infrastructure Services

     149,502       5.3       142,929       5.4       162,797       6.7  

Corporate and non-allocated costs

     (224,434     N/A       (267,754     N/A       (196,722     N/A  
  

 

 

     

 

 

     

 

 

   

Consolidated operating income

   $ 320,813       4.2   $ 237,503       3.1   $ 429,060       5.5
  

 

 

     

 

 

     

 

 

   

2016 compared to 2015

Electric Power Infrastructure Services Segment Results

Revenues for this segment decreased $86.8 million, or 1.8%, to $4.85 billion for the year ended December 31, 2016. This decrease was primarily a result of reduced customer spending associated with larger electric transmission projects as customers continued to face heightened regulatory and environmental requirements from state and federal agencies and more stringent permitting processes with various regional system operators. This regulatory environment negatively impacted the timing of existing projects and delayed the development of other infrastructure projects, which resulted in decreased demand for our services. Revenues also declined as a result of less favorable foreign currency exchange rates during the year ended December 31, 2016, which negatively impacted our international operations by approximately $23 million and were primarily attributable to the strengthening of the U.S. dollar against the Canadian dollar. Partially offsetting these decreases were approximately $95 million in revenues from acquired companies and $29.9 million in higher emergency restoration services revenues.

Operating income increased $33.4 million, or 9.2%, to $395.7 million for the year ended December 31, 2016. Operating income as a percentage of segment revenues increased to 8.2% for the year ended December 31, 2016 from 7.3% for the year ended December 31, 2015. These increases were primarily due to better utilization of certain larger transmission project resources as compared to the utilization of similar resources in 2015. Also contributing to these increases was improved performance of ongoing projects, as we experienced more favorable weather and increased productivity compared to the year ended December 31, 2015, which was negatively impacted by heavy snowfall and other unfavorable weather conditions in certain areas of Canada and the northern United States. Operating income and operating income as a percentage of revenues during 2016 were adversely impacted by project losses of $54.8 million related to performance issues on a power plant construction project in Alaska which compares to the 2015 impact of project losses of $66.1 million primarily associated with the same project in Alaska and an electric transmission project in Canada that was completed in the third quarter of 2015.

The project losses related to the Alaska power plant construction project recognized during the year ended December 31, 2016 were primarily due to performance issues and a claimed force majeure event that disrupted the commissioning phase of the project during the second quarter of 2016. These issues resulted in higher than

 

47


Table of Contents
Index to Financial Statements

expected production costs due to quality deficiencies and their impact on production sequencing. We provided the customer and its insurance providers with a notice of force majeure in order to seek schedule relief and cost recovery from the disruptions. We are also in the process of developing potential claims for damages that may have resulted from third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in the estimate of total project losses at December 31, 2016. This project had a contract value of $202 million and was substantially completed in the fourth quarter of 2016. As this project continues through its final close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.

Oil and Gas Infrastructure Services Segment Results

Revenues for this segment increased $165.7 million, or 6.3%, to $2.80 billion for the year ended December 31, 2016. This increase was primarily the result of increased capital spending by our customers on larger projects, certain of which moved into full construction during the second half of 2016, after experiencing regulatory and permitting delays in the first half of 2016, as well as increased customer spending for natural gas distribution services. In addition, revenues were favorably impacted by the contribution of approximately $30 million in revenues from acquired companies. The revenues contributed from our international operations were negatively impacted by approximately $18 million as a result of less favorable foreign currency exchange rates in the year ended December 31, 2016 as compared to the year ended December 31, 2015, primarily attributable to the strengthening of the U.S. dollar against the Canadian dollar.

Operating income increased $6.6 million, or 4.6%, to $149.5 million for the year ended December 31, 2016. Operating income as a percentage of segment revenues decreased to 5.3% for the year ended December 31, 2016 from 5.4% for the year ended December 31, 2015. The increase in operating income was primarily due to the increase in revenues described above. The decrease in operating income as a percentage of segment revenues was primarily due to the negative impact on resource utilization due to permitting delays on certain pipeline projects that were scheduled to begin in the first half of 2016 but did not start until the second half of 2016. Operating income as a percentage of revenues was also negatively impacted by approximately $2 million in severance and restructuring costs recognized during 2016. Partially offsetting these items that negatively impacted operating income as a percentage of revenues was improved performance on certain larger pipeline projects that moved into full construction during 2016.

Corporate and Non-allocated Costs

Certain selling, general and administrative expenses and amortization of intangible assets are not allocated to segments. Corporate and non-allocated costs for the year ended December 31, 2016 decreased $43.3 million to $224.4 million as compared to the year ended December 31, 2015. This decrease was primarily due to the $51.9 million previously described goodwill and intangible asset impairment charges recorded in the year ended December 31, 2015, partially offset by $4.6 million in higher costs related to ongoing litigation, which included $6.9 million of litigation costs related to our disposition of certain telecommunication operations, and $4.0 million in costs associated with the departure of Quanta’s former president and chief executive officer recognized during 2016.

2015 compared to 2014

Electric Power Infrastructure Services Segment Results

Revenues for this segment decreased $365.4 million, or 6.9%, to $4.94 billion for the year ended December 31, 2015. Revenues from electric power infrastructure services were adversely impacted by reduced customer spending and delays in project timing due to regulatory and permitting issues associated with larger electric transmission projects. The revenues contributed from our international operations were negatively

 

48


Table of Contents
Index to Financial Statements

impacted by approximately $132 million as a result of less favorable foreign currency exchange rates in the year ended December 31, 2015 as compared to the year ended December 31, 2014, primarily attributable to the strengthening of the U.S. dollar against the Canadian and Australian dollars. Also contributing to the decrease was $23.4 million in lower emergency restoration services revenues. Partially offsetting these decreases were the contribution of approximately $85 million in revenues generated by acquired companies and increased activity from smaller scale transmission and electric distribution projects due to increased spending by our customers.

Operating income decreased $100.7 million, or 21.7%, to $362.3 million for the year ended December 31, 2015. Operating income as a percentage of segment revenues decreased to 7.3% for the year ended December 31, 2015 from 8.7% for the year ended December 31, 2014. These decreases were primarily due to a decrease in revenues from large electric transmission projects mentioned above, which typically yield higher margins, and a corresponding increase in lower margin revenues from smaller scale transmission work. This change in revenue mix also resulted in increased inefficiencies associated with transitioning between smaller projects that are not experienced during continuous production on larger projects, as well as certain large transmission resources being underutilized during the year ended December 31, 2015. In addition, operating income and operating income as a percentage of segment revenues decreased in 2015 due to the negative impact of approximately $66.1 million in aggregate losses recorded during the year ended December 31, 2015 on two projects due to increased costs associated with performance and site related factors that adversely impacted production. These projects included the power plant project in Alaska and the electric transmission project in Canada described above. Also contributing to the decreases was the negative impact on production for various projects due to heavy snowfall and other unfavorable weather conditions in certain areas of Canada and the northern United States during the first three months of 2015 and a property and equipment impairment of $6.6 million related to certain international renewable energy services operations recorded during the fourth quarter of 2015. Additionally, lower emergency restoration services revenues impacted margins since such services typically yield higher margins. Operating income and margins during 2014 were negatively impacted by the $102.5 million charge to provision for long-term contract receivable associated with an electric power infrastructure services project completed in 2012 described above.

Oil and Gas Infrastructure Services Segment Results

Revenues for this segment increased $190.6 million, or 7.8%, to $2.64 billion for the year ended December 31, 2015. Revenues for the year ended December 31, 2015 were favorably impacted by approximately $290 million in revenues generated by acquired companies. Increased revenues from distribution and other services also impacted revenues in 2015. These increases were partially offset by reduced demand for certain services due to lower oil prices and their impact on customer spending, fluctuations in larger project timing and regulatory delays on certain other larger diameter pipe projects that shifted work from the second half of 2015 into 2016. Revenues for the year ended December 31, 2015 also reflect the negative impact of changes in foreign currency exchange rates, which negatively impacted revenues contributed by our international operations by approximately $95 million as a result of the strengthening of the U.S. dollar against the Canadian and Australian dollars.

Operating income decreased $19.9 million, or 12.2%, to $142.9 million for the year ended December 31, 2015. Operating income as a percentage of segment revenues decreased to 5.4% for the year ended December 31, 2015 from 6.7% for the year ended December 31, 2014. The decreases were primarily due to a decrease in transmission revenues, which typically yield higher margins, and project losses of approximately $7 million on a directional drilling project in Canada that was completed in the fourth quarter of 2015. Also contributing to the decrease in operating income as a percentage of revenues was lower demand for services associated with certain operations as a result of lower oil prices, which negatively impacted this segment’s ability to cover fixed and overhead costs. These decreases were partially offset by the impact during the year ended December 31, 2014 of an aggregate $38.8 million expense associated with an adverse arbitration decision regarding a contract dispute on a 2010 directional drilling project as well as an increase in the estimated withdrawal liability associated with the Central States, Southeast and Southwest Areas Pension Plan (the Central States Plan) based on an increase in the estimated range of possible liability.

 

49


Table of Contents
Index to Financial Statements

Corporate and Non-allocated Costs

Certain selling, general and administrative expenses and amortization of intangible assets are not allocated to segments. Corporate and non-allocated costs for the year ended December 31, 2015 increased $71.0 million to $267.8 million as compared to the year ended December 31, 2014. This increase was primarily due to the $51.9 million previously described goodwill and intangible asset impairment charges recorded in the year ended December 31, 2015, $10.9 million in higher salaries and benefits associated with cost of living increases and increased personnel, $8.1 million in higher costs associated with ongoing technology and business development initiatives, and $3.6 million in higher consulting and professional fees. These increases were partially offset by a $6.8 million decrease in acquisition and integration costs due to the smaller size and reduced complexity of our acquisitions closed in 2015.

Liquidity and Capital Resources

Cash Requirements

Our cash and cash equivalents totaled $112.2 million and $128.8 million as of December 31, 2016 and 2015. As of December 31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5 million and $16.1 million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7 million and $112.7 million. As of December 31, 2016 and 2015, cash and cash equivalents held by our investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5 million and $24.9 million, of which $10.0 million and $11.9 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and we do not have access to that cash for our other operations. Under the terms of the partnership agreements, we generally have no right to the joint ventures’ cash other than participating in distributions and in the event of dissolution.

We were in compliance with the covenants under our credit agreement at December 31, 2016. We anticipate that our cash and cash equivalents on hand, existing borrowing capacity under our credit facility, and our future cash flows from operations will provide sufficient funds to enable us to meet our future operating needs and our planned capital expenditures, as well as facilitate our ability to grow in the foreseeable future.

Our industry is capital intensive, and we expect the need for substantial capital expenditures to continue into the foreseeable future to meet the anticipated demand for our services. Capital expenditures related to continuing operations are expected to total $210 million to $225 million for 2017.

We also evaluate opportunities for strategic acquisitions from time to time that may require cash, as well as opportunities to make investments in customer-sponsored projects where we anticipate performing services such as project management, engineering, procurement or construction services. These investment opportunities exist in the markets and industries we serve and may require the use of cash in the form of debt or equity investments.

Management continues to monitor the financial markets and general national and global economic conditions for factors that may affect our liquidity and capital resources. We consider our cash and cash equivalents investment policies to be conservative in that we maintain a diverse portfolio of what we believe to be high-quality cash and cash equivalent investments with short-term maturities. Accordingly, we do not anticipate that any weakness in the capital markets will have a material impact on the principal amounts of our cash and cash equivalents or our ability to rely upon our credit facility for funds. To date, we have experienced no loss of or lack of access to our cash or cash equivalents or funds under our credit facility; however, we can provide no assurances that access to our invested cash and cash equivalents or availability under our credit facility will not be impacted in the future by adverse conditions in the financial markets.

We have not provided U.S. income taxes on approximately $298.8 million of accumulated foreign earnings that we intend to permanently reinvest outside the United States. We could be subject to additional U.S. income

 

50


Table of Contents
Index to Financial Statements

and foreign withholding taxes if we were to repatriate cash that is indefinitely reinvested outside the United States. Because of the number and variability of assumptions required, it is not practicable to determine the amount of any additional U.S. tax liability that may result if we decide to no longer indefinitely reinvest foreign earnings outside the United States. If our intentions or U.S. tax laws change in the future, there may be a significant negative impact on the provision for income taxes and cash flows as a result of recording an incremental tax liability in the period such change occurs.

Sources and Uses of Cash

As of December 31, 2016, we had cash and cash equivalents of $112.2 million and working capital of $1.08 billion. We also had $305.6 million of outstanding letters of credit and bank guarantees, $210.8 million of which was denominated in U.S. dollars and $94.8 million of which was denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. We also had $351.3 million of outstanding revolving loans under our credit facility, $210.0 million of which was denominated in U.S. dollars and $141.3 million of which was denominated in Canadian dollars. As of December 31, 2016, our $1.81 billion senior secured revolving credit facility, which matures on December 18, 2020, had $1.15 billion available for revolving loans or issuing new letters of credit or bank guarantees.

Operating Activities

Cash flow from operations is primarily influenced by demand for our services and operating margins but can also be influenced by working capital needs associated with the various types of services that we provide. In particular, working capital needs may increase when we commence large volumes of work under circumstances where project costs, primarily associated with labor, equipment and subcontractors, are required to be paid before the receivables resulting from the work performed are billed and collected. Accordingly, changes within working capital in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, and billings in excess of costs and estimated earnings on uncompleted contracts are normally related and are typically affected on a collective basis by changes in revenue due to both changes in the timing and volume of work performed and variability in the timing of customer billings and payments. Additionally, working capital needs are generally higher during the summer and fall months due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate. Conversely, working capital assets are typically converted to cash during the winter months. These seasonal trends can be offset by changes in the timing of projects which can be impacted by project delays or accelerations and other economic factors that may affect customer spending.

Operating activities of continuing operations provided net cash of $381.2 million during 2016 as compared to $618.2 million during 2015 and $247.7 million during 2014. This decrease was primarily due to additional working capital requirements associated with larger oil and gas infrastructure projects that moved into full construction during the second half of 2016 and invoicing challenges and billing delays on two related electric transmission projects located in remote regions of northeastern Canada, which resulted from extensive quality assurance documentation and administrative requirements. We continue to work collaboratively with this customer to improve the invoicing and billing processes on these projects. Operating activities of continuing operations for 2015 were positively impacted by the receipt of a $65 million cash payment associated with the settlement of a large project receivable that was resolved in 2014, as well as the benefit from a corresponding reduction in income tax payments during early 2015 that resulted from the prior year charge to selling, general and administrative expenses of $102.5 million associated with this settlement. The increase in cash flow from operating activities of continuing operations for the year ended December 31, 2015 compared to the year ended December 31, 2014 was also due to decreased working capital requirements associated with fewer larger electric transmission projects during 2015 as compared to 2014. Also impacting cash flow from operating activities of continuing operations for the year ended December 31, 2015 was the receipt of $86.8 million related to favorable billing terms for certain projects that began in 2015. Cash flow from operating activities of continuing operations for the year ended December 31, 2014 was negatively impacted by weather related delays in part of North

 

51


Table of Contents
Index to Financial Statements

America, the timing of project close-outs that affected the achievement of certain billing milestones, and a $28.3 million payment associated with an arbitration decision associated with claims from a directional drilling project.

Days sales outstanding (DSO) as of December 31, 2016 was 74 days, as compared to 75 days as of December 31, 2015. This decrease was primarily due to favorable billing terms for certain projects ongoing in 2016 as compared to projects ongoing in 2015, partially offset by the impact of invoicing challenges and billing delays on the two related large electric transmission projects in remote regions of northeastern Canada discussed above. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus costs and estimated earnings in excess of billings on uncompleted contracts less billings in excess of costs and estimated earnings on uncompleted contracts, divided by average revenues per day during the quarter.

Investing Activities

During 2016, we used net cash in investing activities of continuing operations of $266.0 million as compared to $307.1 million and $488.6 million used in investing activities of continuing operations in 2015 and 2014. Investing activities of continuing operations in 2016 included $212.6 million used for capital expenditures and $68.8 million used in connection with acquisitions, partially offset by $22.0 million of proceeds from the sale of property and equipment. Investing activities of continuing operations in 2015 included $210.0 million used for capital expenditures and $112.9 million used in connection with acquisitions, partially offset by $26.2 million of proceeds from the sale of property and equipment. Investing activities of continuing operations in 2014 included $247.2 million used for capital expenditures and $262.2 million used in connection with acquisitions, partially offset by $14.4 million of proceeds from the sale of property and equipment.

Financing Activities

During 2016, net cash used in financing activities of continuing operations was $124.8 million as compared to net cash used by financing activities of continuing operations of $1.22 billion and $58.3 million in 2015 and 2014. Financing activities of continuing operations during 2016 included $116.2 million of net repayments under our credit facility. Financing activities of continuing operations in 2015 included $1.61 billion for common stock repurchases under our stock repurchase programs and $21.2 million of cash payments to non-controlling interests as distributions of joint venture profits, partially offset by $413.6 million of net borrowings under our credit facility. Financing activities of continuing operations in 2014 included $93.5 million of common stock repurchases under a stock repurchase program approved by Quanta’s board of directors during the fourth quarter of 2013 (the 2013 Repurchase Program), $30.4 million of debt repayments primarily related to debt of acquired companies that was repaid shortly after the respective acquisition dates and $14.4 million of cash payments to non-controlling interests as distributions of joint venture profits, partially offset by $71.8 million of net borrowings under our credit facility.

On August 4, 2015, we completed the sale of our fiber optic licensing operations for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million. We have presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in our consolidated financial statements. A cash tax payment of approximately $134 million related to the gain was paid in the fourth quarter of 2015 and was included in net cash provided by (used in) investing activities from discontinued operations on the consolidated statement of cash flows for the year ended December 31, 2015.

Stock Repurchases

During the third quarter of 2015, our board of directors approved a stock repurchase program authorizing us to purchase, from time to time through February 28, 2017, up to $1.25 billion of our outstanding common stock

 

52


Table of Contents
Index to Financial Statements

(the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our board of directors at any time at its sole discretion and without notice. During 2015, we repurchased 19.2 million shares of our common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.

Also during the third quarter of 2015, we entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of our common stock under the 2015 Repurchase Program. Under the terms of the ASR, we paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of our common stock. The fair market value of these 25.7 million shares at the time of delivery was approximately $600.0 million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September 30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate our earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to additional paid-in capital (APIC) during the third quarter of 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April 12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, we received 9.4 million additional shares of our common stock from JPMorgan. As of December 31, 2016, we had repurchased 54.3 million shares of our common stock at a cost of $1.20 billion, and approximately $50.1 million remained available under the 2015 Repurchase Program.

During the fourth quarter of 2013, our board of directors approved a stock repurchase program authorizing us to purchase from time to time through December 31, 2016, up to $500.0 million of our outstanding common stock. During the year ended December 31, 2014, we repurchased a total of 3.0 million shares valued at $93.5 million pursuant to the 2013 Repurchase Program. During the year ended December 31, 2015, we repurchased 14.3 million shares of our common stock at a cost of $406.5 million in the open market and completed the 2013 Repurchase Program.

Debt Instruments

Credit Facility

On December 18, 2015, we entered into an amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility maturing on December 18, 2020. The entire amount available under the facility may be used by us for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0 million of the facility may be used by certain of our subsidiaries for revolving loans and letters of credit in certain alternative currencies. Up to $100.0 million of the facility may be used for swing line loans in U.S. dollars, up to $50.0 million of the facility may be used for swing line loans in Canadian dollars and up to $30.0 million of the facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, we have the option to increase the revolving commitments by up to $400.0 million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.

As of December 31, 2016, we had approximately $305.6 million of outstanding letters of credit and bank guarantees, $210.8 million of which were denominated in U.S. dollars and $94.8 million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. We also had $351.3 million of outstanding revolving loans under the credit facility, $210.0 million of which were denominated in U.S. dollars and $141.3 million of which were denominated in Canadian dollars. The remaining $1.15 billion was available for revolving loans or new letters of credit or bank guarantees.

 

53


Table of Contents
Index to Financial Statements

Under our current credit agreement, amounts borrowed in U.S. dollars bear interest, at our option, at a rate equal to either (i) the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125%, as determined based on our Consolidated Leverage Ratio (as described below), or (ii) the Base Rate (as described below) plus 0.125% to 1.125%, as determined based on our Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125%, as determined based on our Consolidated Leverage Ratio. Standby letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125%, based on our Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275%, based on our Consolidated Leverage Ratio. We are also subject to a commitment fee of 0.20% to 0.40%, based on our Consolidated Leverage Ratio, on any unused availability under the credit agreement.

The Consolidated Leverage Ratio is the ratio of our Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating our Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0 million. The Base Rate equals the highest of (i) the Federal Funds Rate (as defined in the credit agreement) plus 0.5%, (ii) the prime rate publicly announced by Bank of America, N.A. and (iii) the Eurocurrency Rate plus 1.00%.

Subject to certain exceptions, the credit agreement is secured by substantially all of our assets and the assets of our wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of our wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of our wholly owned U.S. subsidiaries. Our wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time we maintain an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc.).

The credit agreement contains certain covenants, including a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement). The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on our assets. The credit agreement allows cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii) continued compliance with the financial covenants in the credit agreement; and (iii) at least $100.0 million of availability under the credit agreement and/or cash and cash equivalents on hand. As of December 31, 2016, we were in compliance with all of the covenants in the credit agreement.

The credit agreement provides for customary events of default and contains cross-default provisions with our underwriting, continuing indemnity and security agreement with our sureties and all of our other debt instruments exceeding $100.0 million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that we provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.

Prior to the amendment and restatement of our credit agreement on December 18, 2015 and after April 1, 2014, amounts borrowed bore interest at the same rates as above, and we were subject to the same commitment fees as above. Prior to April 1, 2014, amounts borrowed in U.S. dollars bore interest, at our option, at a rate equal to either (i) the Eurocurrency Rate plus 1.25%, or (ii) the Base Rate plus 0.25%, and amounts borrowed as

 

54


Table of Contents
Index to Financial Statements

revolving loans in any currency other than U.S. dollars bore interest at a rate equal to the Eurocurrency Rate plus 1.25%. Prior to April 1, 2014, standby letters of credit issued under the credit agreement were also subject to a letter of credit fee of 1.25%. Performance Letters of Credit issued in support of certain contractual obligations were subject to a letter of credit fee of 0.75%, and we were also subject to a commitment fee of 0.20% on any unused availability under the credit agreement.

Off-Balance Sheet Transactions

As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. Our significant off-balance sheet transactions include liabilities associated with non-cancelable operating leases, letter of credit obligations, commitments to purchase equipment, surety guarantees related to performance bonds, certain multiemployer pension plan liabilities and obligations relating to our investments and joint venture arrangements. Certain joint venture structures involve risks not directly reflected in our balance sheets. For certain joint ventures, we have guaranteed all of the obligations of the joint venture under a contract with the customer. Additionally, other joint venture arrangements qualify as a general partnership, for which we are jointly and severally liable for all of the obligations of the joint venture. In our joint venture arrangements, typically each joint venturer indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement. Other than as discussed in this report, we have not engaged in any material off-balance sheet financing arrangements through special purpose entities, and we have no material guarantees of the work or obligations of third parties.

Leases

We enter into non-cancelable operating leases for many of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for use of facilities, vehicles and equipment rather than purchasing them. We may decide to cancel or terminate a lease before the end of its term, in which case we are typically liable to the lessor for the remaining lease payments under the term of the lease.

We have guaranteed the residual value of the underlying assets under certain of our equipment operating leases at the date of termination of such leases. We have agreed to pay any difference between this residual value and the fair market value of each underlying asset as of the lease termination date. As of December 31, 2016, the maximum guaranteed residual value was approximately $556.5 million. We believe that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that future significant payments will not be required.

Letters of Credit

Certain of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneficiaries under our self-funded insurance programs. In addition, from time to time, certain customers require us to post letters of credit to ensure payment to our subcontractors and vendors under those contracts and to guarantee performance under our contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to our credit agreement. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder claims that we have failed to perform specified actions. If this were to occur, we would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, we may also be required to record a charge to earnings for the reimbursement. We do not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.

As of December 31, 2016, we had $305.6 million in outstanding letters of credit and bank guarantees to secure our casualty insurance program and various contractual commitments. These are irrevocable stand-by

 

55


Table of Contents
Index to Financial Statements

letters of credit with maturities generally expiring at various times throughout 2017. Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent one-year periods.

Performance Bonds and Parent Guarantees

Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for any expenses or outlays it incurs. Under our underwriting, continuing indemnity and security agreement with our sureties and with the consent of the lenders that are party to our credit agreement, we have granted security interests in certain of our assets to collateralize our obligations to the sureties. Subject to certain conditions and consistent with terms of our credit agreement, these security interests will be automatically released if we maintain a credit rating that meets two of the following three conditions: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc. We may be required to post letters of credit or other collateral in favor of the sureties or our customers in the future. Posting letters of credit in favor of the sureties or our customers would reduce the borrowing availability under our credit facility. To date, we have not been required to make any reimbursements to our sureties for bond-related costs. We believe that it is unlikely that we will have to fund significant claims under our surety arrangements in the foreseeable future. As of December 31, 2016, the total amount of outstanding performance bonds was estimated to be approximately $3.4 billion. Our estimated maximum exposure as it relates to the value of performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of our commitments under the performance bonds generally extinguishes concurrently with the expiration of our related contractual obligation. The estimated cost to complete these bonded projects was approximately $1.2 billion as of December 31, 2016.

Additionally, from time to time, we guarantee the obligations of our wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease obligations, certain joint venture arrangements and, in some states, obligations in connection with obtaining contractors’ licenses. We are not aware of any material obligations for performance or payment asserted against us under any of these guarantees.

Contractual Obligations

As of December 31, 2016, our future contractual obligations were as follows (in thousands):

 

    Total     2017     2018     2019     2020     2021     Thereafter  

Long-term debt — principal (1)

  $ 354,646      $ 3,305      $ —        $ —        $ 351,341      $ —        $ —     

Long-term debt — cash interest (2)

    13        13        —          —          —          —          —     

Short-term debt (3)

    2,735        2,735        —          —          —          —          —     

Operating lease obligations

    266,463        99,677        67,034        44,216        25,444        13,761        16,331   

Capital lease obligations and related interest obligations (4)

    3,744        1,523        1,416        805        —          —          —     

Equipment purchase commitments

    22,425        22,425        —          —          —          —          —     

Capital commitment related to investments in unconsolidated affiliates (5)

    57,650        34,083        —          23,567        —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 707,676      $ 163,761      $ 68,450      $ 68,588      $ 376,785      $ 13,761      $ 16,331   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Amounts were recorded in our December 31, 2016 consolidated balance sheet and included $351.3 million of outstanding revolving loans under our credit facility, which bear interest at variable market rates.

 

56


Table of Contents
Index to Financial Statements
  Assuming the principal amount outstanding at December 31, 2016 remained outstanding and the interest rate in effect at December 31, 2016 remained the same, the annual cash interest expense with respect to the credit facility would be approximately $8.6 million, payable for the remainder of the term of the facility, which matures in December 2020.
(2) Amounts relate to cash interest expense on our fixed-rate long-term debt, which excludes the credit facility.
(3) Amounts were recorded in our December 31, 2016 consolidated balance sheet.
(4) Principal amounts of capital lease obligations were recorded in our December 31, 2016 consolidated balance sheet.
(5) A return of capital from unconsolidated affiliates of approximately $42.1 million is anticipated in August 2017 and is not included in these amounts. As of December 31, 2016, we had made aggregate contributions to this unconsolidated affiliate of $13.5 million and had received $2.9 million as a return of capital.

Equipment Purchase Commitments

We have committed capital for the expansion of our vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of December 31, 2016, production orders for approximately $22.4 million had been issued with delivery dates scheduled to occur throughout 2017. Although we have committed to the purchase of these vehicles at the time of their delivery, we intend that these orders will be assigned to third party leasing companies and made available to us under certain of our master equipment lease agreements, which will release us from our capital commitment.

Capital Commitments Related to Investments in Unconsolidated Affiliates

We have excluded from the Contractual Obligations table additional capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of approximately $20.2 million because we are unable to determine the exact timing of these capital commitments. We anticipate these commitments to be paid by May 31, 2022 and as specific commitment amounts and their timing are determined, we will reflect such amounts in the Contractual Obligations table.

Unrecognized Tax Benefits

During 2016, the Internal Revenue Service (IRS) completed its examination related to tax years 2010, 2011 and 2012; however, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods, and the amount of unrecognized tax benefits could therefore increase or decrease as a result of the expiration of certain statute of limitations periods or settlements of these examinations. We believe it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3 million due to the expiration of certain statute of limitations periods or settlements of the examinations.

Multiemployer Pension Plans

The previously presented table of estimated contractual obligations does not reflect the obligations under the multiemployer pension plans in which our union employees participate. Some of our operating units are parties to various collective bargaining agreements that require us to provide to the employees subject to these agreements specified wages and benefits, as well as to make contributions to multiemployer pension plans. Our multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on our union employee payrolls. The location and number of union employees that we employ at any given time and the plans in which they may participate vary depending on the projects we have ongoing at any time and the need for union resources in connection with those projects. Therefore, we are unable to accurately predict our union employee payroll and the amount of the resulting multiemployer pension plan contribution obligations for future periods.

 

57


Table of Contents
Index to Financial Statements

We may also be required to make additional contributions to our multiemployer pension plans if they become underfunded, and these additional contributions will be determined based on our union employee payrolls. The Pension Protection Act of 2006 added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status. Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. A number of multiemployer plans to which our operating units contribute or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that we may be obligated to contribute to these plans in the future cannot be reasonably estimated and are not included in the above table due to uncertainty of the future levels of work that require the specific use of the union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

We may also have additional liabilities imposed by law as a result of our participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon employers who are contributors to a multiemployer plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. Other than as noted below, we are not aware of any material amounts of withdrawal liability that have been or are expected to be incurred as a result of a withdrawal by any of our operating units from any multiemployer defined benefit pension plans.

2011 Central States Plan Withdrawal Liability. In the fourth quarter of 2011, certain of our subsidiaries withdrew from the Central States Plan. This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers’ obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain of our subsidiaries. Because certain of our other subsidiaries continued participation in the Central States Plan into 2012, the subsidiaries’ withdrawals in 2011 effected only a partial withdrawal on our behalf in 2011. We believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. We and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain of our subsidiaries continued participation in the Central States Plan into 2012, we believe that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December 30, 2012 for all Quanta subsidiaries.

In connection with the partial withdrawal in 2011, we recorded a withdrawal liability of approximately $32.6 million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus our partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided us with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6 million and requiring Quanta to make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court’s previous ruling, which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming partial withdrawal liability in the amount of $32.9 million.

 

58


Table of Contents
Index to Financial Statements

Separately, in December 2013, the Central States Plan filed lawsuits against two of our subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central States Plan pursuant to the collective bargaining agreement under which it participated. We argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by our subsidiary to a new industry fund created after we withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended our withdrawal date for this subsidiary to at least the end of 2013. We disputed these allegations on the basis that we properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which we participated and asserted that we terminated our obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in our favor. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.

The ultimate liability associated with the complete withdrawal of our subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In March 2014, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios from 2011 through 2014 could range between $40.1 million and $55.4 million, which we believe to be the range of reasonably possible loss for this matter. Additionally, based on those estimates and allowing for the exclusion of amounts believed by management to have been improperly included in such estimates, we recorded an adjustment to cost of services during the three months ended March 31, 2014 to increase the recognized withdrawal liability to an amount within the range communicated to us by the Central States Plan. Given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense we recognized through December 31, 2016. Although we dispute the total liability owed to the Central States Plan, we continue to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of December 31, 2016, we had made payments totaling $17.5 million toward the withdrawal liability assessment.

2013 Central States Plan Withdrawal Liability. On October 9, 2013, we acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9 million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, we recorded an initial liability of $4.8 million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8 million. Although we continue to dispute the total liability owed to the Central States Plan, we continue to make monthly payments according to the terms of this revised Notice and Demand while the parties determine the final withdrawal liability. As of December 31, 2016, payments totaling $3.5 million had been made toward the withdrawal liability assessment.

The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company’s withdrawal from the Central States Plan is not expected to have a material impact on our financial condition, results of operations or cash flows.

Letters of Credit Fees and Commitment Fees

We have excluded from the Contractual Obligations table interest associated with letters of credit fees and commitment fees under our credit facility because the outstanding letters of credit, availability and applicable

 

59


Table of Contents
Index to Financial Statements

interest rates and fees are variable. For additional information regarding the interest rates and fees associated with borrowings under our credit facility, see Liquidity and Capital Resources — Debt Instruments — Credit Facility above.

Self-Insurance

We are insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. We are generally self-insured for all claims that do not exceed the amount of the applicable deductible. In connection with our casualty insurance programs, we are required to issue letters of credit to secure our self-insured obligations. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

Losses under all of these insurance programs are accrued based upon our estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate. As of December 31, 2016 and 2015, the gross amount accrued for insurance claims totaled $218.2 million and $209.0 million, with $162.0 million and $153.5 million considered to be long-term and included in other non-current liabilities. Related insurance recoveries/receivables as of December 31, 2016 and 2015 were $8.7 million and $8.6 million, of which $0.4 million and $0.6 million were included in prepaid expenses and other current assets and $8.3 million and $8.0 million were included in other assets, net.

We renew our insurance policies on an annual basis, and therefore deductibles and levels of insurance coverage may change in future periods. In addition, insurers may cancel our coverage or determine to exclude certain items from coverage, or we may elect not to obtain certain types or incremental levels of insurance if we believe that the cost to obtain such coverage exceeds the additional benefits obtained. In any such event, our overall risk exposure would increase, which could negatively affect our results of operations, financial condition and cash flows. The Contractual Obligations table excludes commitments associated with our insurance liabilities, as we are unable to determine the timing of payments related to these obligations.

Concentrations of Credit Risk

We are subject to concentrations of credit risk related primarily to our cash and cash equivalents and our net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of our cash and cash equivalent investments 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, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although we do not currently believe the principal amount of these investments is 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, to our customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, we are subject to potential credit risk related to changes in business and economic factors throughout the United States, Canada and Australia, which may be heightened as a result of uncertain

 

60


Table of Contents
Index to Financial Statements

economic and financial market conditions that have existed in recent years. However, we generally have certain statutory lien rights with respect to services provided. Historically, some of our customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose us to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services we have performed.

At December 31, 2016 and 2015, one customer within our Electric Power Infrastructure Services segment accounted for approximately 16% and 12% of our consolidated net receivable position. At December 31, 2016 and 2015, the net receivable position for this customer was $277.3 million and $195.2 million, which included $175.9 million and $83.9 million of costs and estimated earnings in excess of billings on uncompleted contracts. These balances were associated with invoicing challenges and billing delays on two related electric transmission projects located in remote regions of northeastern Canada that resulted from extensive quality assurance documentation and administrative requirements. We continue to work collaboratively with the customer to improve these processes, which has resulted in increased billings and payment activity in the latter half of 2016. Partially offsetting these decreases to this net receivable position was the impact of additional change orders and claims on the project that were in the process of being negotiated in the normal course of business. No other customers represented 10% or more of our consolidated net receivable position as of December 31, 2016 and 2015. No customers represented 10% or more of our revenues for the years ended December 31, 2016, 2015 and 2014.

Legal Proceedings

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. See Legal Proceedings and Collective Bargaining Agreements in Note 15 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for additional information regarding litigation, claims and other legal proceedings.

Related Party Transactions

In the normal course of business, we enter into transactions from time to time with related parties. Our significant related party transactions typically take the form of facility leases with prior owners of certain acquired companies.

Inflation

Due to relatively low levels of inflation experienced during the years ended December 31, 2016, 2015 and 2014, inflation did not have a significant effect on our results.

New Accounting Pronouncements

Adoption of New Accounting Pronouncements

In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity. The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. We adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.

 

61


Table of Contents
Index to Financial Statements

In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. We adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.

In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. We adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity’s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations and management’s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt about our ability to continue as a going concern, if such substantial doubt were to exist. We adopted this guidance on December 31, 2016, and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.

In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification related to disclosing the impact that recently issued accounting standards will have on a registrant’s financial statements when such standards are adopted in future periods. We have followed the guidance in this amendment within this section and in Note 2 to the consolidated financial statements.

 

62


Table of Contents
Index to Financial Statements

Accounting Standards Not Yet Adopted

In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December 15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.

We are currently evaluating the potential impact of this update on our consolidated financial statements, as well as the impact of our selected transition method as we continue through the implementation process. In addition, we continue to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact our considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While we are still evaluating the requirements of this update, we currently do not expect the update to materially affect our results of operations, financial position or cash flows. This preliminary conclusion is based on our belief that we will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. We have identified and are in the process of implementing changes to our processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January 1, 2018.

In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on our consolidated financial statements or related disclosures.

In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. We are evaluating the impact of the new standard on our consolidated financial statements and will adopt the new standard by January 1, 2018.

In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right of use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While we continue to evaluate the effect of the standard on our consolidated financial statements, it is anticipated that the adoption of the standard will materially impact our statement of financial position.

In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional paid-in capital within

 

63


Table of Contents
Index to Financial Statements

equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for the employee portion of taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December 15, 2016. We will continue to estimate forfeitures of share-based payments. It is anticipated that we will experience increased volatility of income tax expense upon adoption of this update.

In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an “expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale (AFS) debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for annual reporting periods beginning after December 15, 2018. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2020.

In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. Since we have already adopted a related update, we will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. We will adopt this guidance on January 1, 2017, and the adoption of the update is not anticipated to have a significant impact on our consolidated financial statements or related disclosures.

 

64


Table of Contents
Index to Financial Statements

In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018.

In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018.

Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The prospective transition method will be required for this new guidance. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2020.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates. Management has reviewed its development and selection of critical accounting estimates with the audit committee of our board of directors. We believe the following accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Revenue Recognition

Through our Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, we design, install and maintain networks for customers in the electric power and oil and gas industries. These

 

65


Table of Contents
Index to Financial Statements

services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, we recognize revenue as units are completed based on pricing established between us and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under our cost-plus/hourly and time and materials type contracts, we recognize revenue on an input basis, as labor hours are incurred and services are performed.

Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate us for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with our work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of our engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, our profit recognition.

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in our cost estimates or covered by our contracts for which we cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and our inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.

During the years ended December 31, 2016 and 2015, we experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed our planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, we experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December 31, 2016 and 2015, we recognized project losses of $54.8 million and $44.9 million. We are in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in our estimate of total project losses at December 31, 2016. This project had a contract value of $202 million at December 31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the final close out

 

66


Table of Contents
Index to Financial Statements

phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.

Our operating results for the year ended December 31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2015. Included in the operating results for the year ended December 31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December 31, 2015. Our operating results for the year ended December 31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December 31, 2014 and 2013; however, the aggregate impact was less than 5%.

The current asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized for fixed price contracts.

We may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. We determine the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. We treat items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.

As of December 31, 2016 and 2015, we had recognized revenues of approximately $137.8 million and $137.2 million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.

These aggregate contract price adjustments represent management’s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by us upon final acceptance by our customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.

Self-Insurance.

As discussed in Liquidity and Capital Resources — Self-Insurance, we are insured for employer’s liability, workers’ compensation, auto liability, general liability, and group health claims.

Losses under all of these insurance programs are accrued based upon our estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate. As of December 31, 2016 and 2015, the gross amount accrued for insurance claims totaled $218.2 million and $209.0 million, with $162.0 million and $153.5 million considered to be long-term and included in other non-current liabilities. Related insurance recoveries/receivables as of December 31, 2016 and 2015 were $8.7 million and $8.6 million, of which $0.4 million and $0.6 million were included in prepaid expenses and other current assets and $8.3 million and $8.0 million were included in other assets, net.

 

67


Table of Contents
Index to Financial Statements

Valuation of Goodwill.

We have recorded goodwill in connection with our historical acquisitions of companies. Upon acquisition, these companies were either combined into one of our existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which we perform at the operating unit level for each operating unit that carries a balance of goodwill. Each of our operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by us provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. We have determined that our individual operating units represent our reporting units for the purpose of assessing goodwill impairments.

We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If we believe that, as a result of our qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. We can choose to perform the qualitative assessment on none, some or all of our reporting units. We can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.

Our goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in our market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of our reporting units. The first step of the two-step fair value-based test involves comparing the fair value of each of our reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.

We determine the fair value of our reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions, among others. We believe the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.

Under the discounted cash flow method, we determine fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash

 

68


Table of Contents
Index to Financial Statements

flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.

Under the market multiple and market capitalization approaches, we determine the estimated fair value of each of our reporting units by applying transaction multiples to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, we add a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.

The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of our reporting units at December 31, 2016, 2015 and 2014:

 

     2016   2015   2014

Years of cash flows before terminal value

   5   5   5

Discount rates

   12.5% to 14.5%   12.0% to 16.0%   12.0% to 14.0%

EBITDA multiples

   5.5 to 7.0   5.0 to 6.5   5.0 to 6.0

Weighting of three approaches:

      

Discounted cash flows

   70%   70%   70%

Market multiple

   15%   15%   15%

Market capitalization

   15%   15%   15%

For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit’s carrying value. Such similarities in value are generally an indication that management’s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.

During the fourth quarter of 2016, a two-step fair-value based goodwill impairment analysis was performed for each of our reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of our reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.

As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which our reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of our reporting units, two reporting units within our Oil and Gas Infrastructure Services Division had fair values below their respective carrying values. We recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.

If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex

 

69


Table of Contents
Index to Financial Statements

regulatory and permitting environment. Certain operating units within our Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta’s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0 million and $11.9 million at December 31, 2016. We monitor these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No impairment charges were recorded related to goodwill during the year ended December 31, 2016. Although we are not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.

The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. We assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a “held and used” model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.

Estimating future cash flows requires significant judgment, and our projections may vary from cash flows eventually realized. Changes in our judgments and projections could result in a significantly different estimate of the fair values of reporting units and intangible assets and could result in an impairment. Variances in the assessment of market conditions, projected cash flows, cost of capital, growth rates and acquisition multiples applied could have an impact on the assessment of impairments and the amount of any goodwill impairment charges recorded. For example, lower growth rates, lower acquisition multiples or higher costs of capital assumptions would all individually lead to lower fair value assessments and potentially increased frequency or size of goodwill impairments. Any goodwill or other intangible impairments would be included in the consolidated statements of operations.

Based on the first step of the goodwill impairment analysis, we compared the sum of fair values of our reporting units to our market capitalization at December 31, 2016 and determined that the excess of the aggregate fair value of all reporting units to our market capitalization reflected a reasonable control premium. Our market capitalization at December 31, 2016 was approximately $5.27 billion, and our total stockholders’ equity was approximately $3.34 billion. If the price of our common stock were to decline to a level that causes our market capitalization to be lower than the value of our stockholders’ equity, this would be another factor that could increase the risk of further impairment of goodwill in future periods. Increases in the carrying value of individual reporting units that may be indicated by our impairment tests are not recorded, therefore we may record goodwill impairments in the future, even when the aggregate fair value of our reporting units as a whole may increase.

Our goodwill is included in multiple reporting units. Due to the cyclical nature of our business, and the other factors described under Risk Factors in Item 1A, the profitability of our individual reporting units may suffer from downturns in customer demand and other factors. These factors may have a disproportionate impact on the individual reporting units as compared to Quanta as a whole and might adversely affect the fair value of individual reporting units. If material adverse conditions occur that impact our reporting units, our future estimates of fair value may not support the carrying amount of one or more of our reporting units, and the related goodwill would need to be written down to an amount considered recoverable.

During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in our Oil and Gas Infrastructure Services Division and recorded a $39.8 million non-cash charge for the impairment of goodwill, which primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

 

70


Table of Contents
Index to Financial Statements

Valuation of Other Intangibles.

Our intangible assets include customer relationships, backlog, trade names, non-compete agreements, patented rights and developed technology, all subject to amortization. The 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 excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to our business plan, income taxes and required rates of return. We value backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.

We amortize intangible assets based upon the estimated consumption of the economic benefits of each intangible asset or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

During the fourth quarter of 2015, we recorded an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These intangible asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted also had related goodwill impairments, as discussed above, and are in our Oil and Gas Infrastructure Services Division.

Valuation of Long-Lived Assets.

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if an impairment of such asset group is necessary. This requires us to make long-term forecasts of the future revenues and costs related to the asset group subject to review. Forecasts require assumptions about demand for our products and future market conditions. Estimating future cash flows requires significant judgment, and our projections may vary from the cash flows eventually realized. When an impairment exists, the difference between the fair value of such asset group and its carrying value would be expensed and reflected in operating income (loss) in the consolidated statements of operations. In addition, we estimate the useful lives of our long-lived assets and periodically review these estimates to determine whether these lives are appropriate.

We also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.

Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts.

We provide an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent

 

71


Table of Contents
Index to Financial Statements

in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, our customer’s access to capital, our customer’s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. We consider accounts receivable delinquent after 30 days but do not generally include delinquent accounts in our analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90 days or more, we also include accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in our analysis of the allowance for doubtful accounts. Material changes in our customers’ business or cash flows, which may be impacted by negative economic and market conditions, could affect our ability to collect amounts due from them. As of December 31, 2016 and 2015, we had allowances for doubtful accounts on current receivables of approximately $2.8 million and $5.2 million. Long-term accounts receivable are included within other assets, net on our consolidated balance sheets.

Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, we could experience reduced cash flows and losses in excess of current allowances provided.

The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on our experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December 31, 2016 and 2015 were approximately $231.0 million and $250.1 million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December 31, 2016 and 2015 were $5.2 million and $4.5 million.

Within accounts receivable, we recognize unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December 31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8 million and $233.6 million.

Income Taxes.

We follow the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.

We regularly evaluate valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from our estimates, we may not realize deferred tax assets to the extent estimated.

We record reserves for income taxes related to certain tax positions in those instances where we consider it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, we assume that taxing authorities have full knowledge of the position and all relevant facts. We continually review exposure to additional tax

 

72


Table of Contents
Index to Financial Statements

obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.

As of December 31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2 million, a decrease from December 31, 2015 of $19.3 million. This decrease in unrecognized tax benefits resulted primarily from a $23.4 million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2 million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. We believe it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3 million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.

U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our tax positions that could materially affect amounts recognized in our future consolidated balance sheets and statements of operations and comprehensive income.

Outlook

We believe there are growth opportunities across all the industries we serve and continue to have a positive long-term outlook. Overall, favorable end-market drivers have spurred demand for infrastructure services in both our electric power infrastructure and oil and gas infrastructure segments, and we believe both segments are entering a renewed multiyear upcycle. We are focused on long-term growth and continuing to distinguish ourselves through safe execution and best-in-class field leadership. We will pursue opportunities designed to enhance Quanta’s core business and leadership position in the industry and provide innovative solutions to our customers. We believe Quanta’s unique operating model and entrepreneurial mindset will continue to provide us the foundation to generate long-term value for all of our stakeholders.

However, we and our customers continue to operate in a fluid business environment, with gradual improvement in the United States and Canadian economies yet continuing uncertainty in the marketplace overall. Certain of our end markets remain challenged but are showing signs of potential recovery as oil and natural gas prices and the broader energy market has recovered and largely stabilized from the significant decline that began in mid-2014. In particular, the Canadian economy has been affected due to the influence of the energy industry on the country’s economy, which in turn has adversely impacted both our electric power and oil and gas infrastructure services operations in Canada. However, we believe our Canadian operations have stabilized and there are signs of recovery. Our customers also face stringent regulatory and environmental requirements, which have resulted in construction delays in some cases, particularly for larger electric transmission and pipeline projects. While these various challenges have negatively affected our operations in the past and may in the future, we believe that our financial and operational strength will enable us to manage these challenges and uncertainties, and we remain optimistic about our near-term and long-term opportunities.

Electric Power Infrastructure Services Segment

Certain portions of the North American electric grid are aging and require significant upgrades, maintenance and expansion to meet current and future demands for reliable power delivery. Over the past several years, many utilities across North America have begun to implement plans to upgrade their transmission systems in order to improve reliability and reduce congestion. Among other things, these activities include new construction, structure change-outs, line upgrades and maintenance projects on many transmission systems. In addition, state renewable portfolio standards, which set required or voluntary standards for how much power is to be generated from renewable energy sources, can result in the need for additional transmission lines and substations to

 

73


Table of Contents
Index to Financial Statements

transport the power from these facilities, which are often in remote locations, to demand centers. Other factors, such as the reliability standards issued by the North American Electric Reliability Corporation and other regulatory actions, are also driving transmission system upgrades and expansions. We believe these factors create significant opportunities for our transmission infrastructure services.

Demand for electricity in North America is expected to grow over the long term. Certain segments of the North American electric power grid are not adequate to efficiently serve the power needs of the future. The electric power grid is aging and, in some cases, lacks redundancy. The increasing demand for electricity, coupled with these issues, has affected and will continue to affect reliability, requiring utilities to upgrade and expand their existing transmission and distribution systems. Current federal legislation also requires the power industry to meet federal reliability standards for its transmission and distribution systems. We expect these system upgrades will result in increased spending and increased demand for our services over the long term.

As demand for power grows, the need for new power generation facilities is expected to grow. The development of new traditional power generation facilities, as well as renewable energy sources such as solar, wind and certain types of natural gas generation facilities, requires new or expanded transmission infrastructure to transport power to demand centers. Renewable energy sources in particular often require significant transmission infrastructure due to their remote location. As a result, we anticipate that future development of new power generation will lead to increased demand over the long term for our electric transmission design and construction services, as well as our substation engineering and installation services.

The significant improvement in access to natural gas resources from unconventional shale formations in the United States and Canada, driven by technological advancements, has dramatically increased the near- and long-term supply of natural gas in North America. This increase in supply has also resulted in low natural gas prices for the past several years and the anticipation that natural gas prices will remain at lower levels going forward. As a result, it is anticipated that the amount of electricity generated by natural gas powered plants will increase and, for the foreseeable future, the majority of fossil fuel generation facilities built in North America will be fueled by natural gas. Further, the Environmental Protection Agency has implemented certain emissions regulations that are resulting in the development of natural gas generation facilities to replace coal generation plants that are being retired in order to comply with the new regulations. These dynamics are anticipated to result in the need for additional North American transmission and substation infrastructure to interconnect new natural gas fired generation facilities. It is also anticipated that modifications to and reengineering of existing transmission and substation infrastructure will be required in the event existing coal and nuclear generation facilities are retired or shut down.

We consider renewable energy, including solar and wind generation facilities, to be an ongoing opportunity for our engineering, project management and installation services. Concerns about greenhouse gas emissions, as well as the goal of reducing reliance on power generation from fossil fuels, are creating the demand for more renewable energy sources. Renewable portfolio standards, which mandate that renewable energy constitute a specified percentage of a utility’s power generation by a specified date, exist in many states. We believe that our comprehensive services, industry knowledge and experience in the design, installation and maintenance of renewable energy facilities will enable us to support our customers’ renewable energy efforts.

The economic feasibility of renewable energy projects, and therefore the attractiveness of investment in such projects, may depend on the availability of tax incentive programs or the ability of the project developer to take advantage of such incentives. There is no assurance that the government will extend existing tax incentives or create new incentive or funding programs. Although we see development of renewable energy projects, primarily utility-scale solar facilities, which could create increased demand for our engineering, procurement and construction services, we believe there is some uncertainty whether these projects will advance to award and construction.

 

74


Table of Contents
Index to Financial Statements

The Federal Energy Regulatory Commission (FERC) issued FERC Order No. 1000 to promote more efficient and cost-effective development of new transmission facilities. The order establishes transmission planning and cost allocation requirements intended to facilitate multi-state electric transmission lines and to encourage competition by removing, under certain conditions, federal rights of first refusal from FERC-approved tariffs and agreements. In the short-term, we believe implementation of and compliance with the order has created some confusion and uncertainty for utilities and regulators, which has adversely impacted the timing of some potential transmission projects and spending, and that modifications may be necessary to spur certain intended transmission investment. If these challenges are resolved, we believe FERC Order No. 1000 has the potential to favorably impact electric transmission line development over time, particularly for large, high-voltage electric transmission projects.

Several existing, pending or proposed legislative or regulatory actions may also positively affect demand for the services provided by this segment in the long term, particularly in connection with electric power infrastructure and renewable energy spending. For example, legislative or regulatory action that alleviates some of the siting and right-of-way challenges that impact transmission projects would potentially accelerate future transmission line construction. We also anticipate increased infrastructure spending by our customers as a result of regulation requiring the power industry to meet federal reliability standards for its transmission and distribution systems and providing incentives to the industry to invest in and improve maintenance on its systems.

We believe that utilities remain committed to the expansion and strengthening of their transmission infrastructure with planning, engineering and funding for many of their projects in place. The regulatory and environmental permitting processes remain a hurdle for some proposed transmission and renewable energy projects, and these factors continue to create uncertainty as to timing of this spending. In the near-term, our electric power infrastructure services operations have been impacted by regulatory delays, particularly for large transmission projects. However, we expect many of these projects to move forward over a multi-year period. The timing and scope of projects can also be affected by other factors such as siting, right-of-way and unfavorable economic and market conditions. We anticipate many of these issues to be overcome and spending on transmission projects to be active over the next few years. We currently have a number of these projects underway, and we expect this segment’s backlog to remain strong throughout 2017.

In the near-term, margins in our Electric Power Infrastructure Services segment have experienced pressure due to increased transmission contractor availability, as construction of several large, high-voltage transmission projects has been delayed due to the challenging regulatory approval and permitting environment. We believe these large transmission projects have been delayed and not canceled and that demand for our transmission services will remain strong over the next several years. As a result, we believe there have been excess transmission contractor resources in the small and medium size transmission marketplace due to the delay of large transmission projects, which has resulted in increased competition and pricing pressure for those services in some areas. These factors, in addition to challenging regional economic conditions, have impacted our Canadian operations in particular. Over the past few quarters, we believe these competitive pressures and Canadian economic conditions have begun to stabilize. We will remain focused on maintaining our pricing discipline and believe competitive pressures could recede further as large, high-voltage transmission projects move forward and the small and medium size transmission market continues to grow and/or contractors adjust further to the current environment.

We benefited from increases in distribution spending throughout the last several years, despite continued economic and political uncertainties. We believe there is an ongoing need for utilities to sustain investment in their distribution systems in order to properly maintain system reliability and capacity. In addition, a number of utilities are implementing system upgrades or “hardening” programs in response to severe weather events that have occurred over the past few years, which is also increasing distribution investment in some regions of the United States. We also anticipate that utilities will continue to integrate “smart grid” technologies into their distribution systems over time to improve grid management and create efficiencies.

 

75


Table of Contents
Index to Financial Statements

The need to ensure available specialized labor resources for projects also drives strategic relationships with customers. In addition, several industry and market trends are prompting customers to seek ongoing service arrangements. These trends include an aging utility workforce and labor availability issues, increasing pressure to reduce costs and improve reliability, and increasing duration and complexity of customer capital programs. Due to these and other factors, we believe customer demand for labor resources will continue to increase, possibly outpacing the supply of industry resources. As a result, we believe the number of opportunities for strategic partnerships is growing.

Certain international regions present significant opportunities for growth over time across many of our operations. We are evaluating ways in which we can strategically apply our expertise in various foreign countries where infrastructure enhancements are increasingly important. For example, we are actively pursuing opportunities in growth markets where we can leverage our technology or proprietary work methods, such as our energized services, to establish a presence. In Canada, we are leveraging our electric power infrastructure services resources, relationships and reputation to expand and grow our telecommunication infrastructure services operations. In addition, over the last several years we have successfully developed our telecommunication infrastructure services operations in several Latin American countries that offer attractive growth opportunities. We believe the success of these efforts could enable us to expand our infrastructure services to electric power and other services in Latin America.

Oil and Gas Infrastructure Services Segment

We continue to see growth opportunities in our Oil and Gas Infrastructure Services segment, primarily in the installation and maintenance of larger pipeline and related facilities, as well as pipeline integrity, natural gas distribution systems and specialty services such as horizontal directional drilling. In certain areas of North America, the existing pipeline system infrastructure is insufficient to support future development of unconventional shale formations and the Canadian oil sands. We believe that the development of such resources, though facing challenges in the near term, may continue over the long term and that building this infrastructure would take a number of years, which we expect should increase demand for our services over the long term.

Despite our positive long-term outlook, a challenging regulatory and permitting environment has caused delays of some larger pipeline projects during the past several years. These dynamics resulted in below average larger pipeline construction opportunities for us and the industry. The market for larger pipeline projects, in our view, began to improve in late 2013, though regulatory delays for some projects have moderated the pace of recovery. These project approval delays have negatively impacted our Oil and Gas Infrastructure Services segment margins, in part as a result of our inability to adequately cover certain fixed costs. Margins for larger pipeline projects are also subject to significant performance risk, which can arise from adverse weather conditions, challenging geography, customer decisions and crew productivity. Our specific opportunities in the larger pipeline business are sometimes difficult to predict because of the seasonality of the bidding and construction cycles within the industry.

A number of larger pipeline projects from the North American shale formations and Canadian oil sands to power plants, refineries and other demand centers are in various stages of development. Most of the larger pipeline projects we are working on, have in backlog or see as future potential opportunities are driven by natural gas production and demand. Further, the abundant natural gas supply combined with attractive prices should increase demand for natural gas in the future. The U.S. Energy Information Administration has stated that the number of natural gas-fired power plants built will increase significantly over the next two decades. Power generation from renewable energy sources also continues to increase and become a larger percentage of the overall power generation mix. We also believe natural gas will be the fuel of choice to provide backup power generation during times when renewable energy sources are not available. These factors are resulting in increased development of natural gas power generation and demand for natural gas production over the long term, which is creating a need for additional pipeline infrastructure to connect natural gas supplies to demand centers.

 

76


Table of Contents
Index to Financial Statements

In addition, the abundance, low price and long-term supply of North American natural gas has resulted in efforts to develop liquefied natural gas (LNG) export facilities in the United States, Canada and Australia, which could provide pipeline and related facilities development opportunities for us. Natural gas prices in various international markets are significantly higher than North American natural gas prices, making the economics of exporting North American natural gas to international markets attractive. A number of LNG export facilities are in various stages of planning, permitting and development in the United States and Canada. Although we cannot be certain how many of these projects will move forward, as they could be affected by changing pricing and economic conditions, we believe our comprehensive service offerings and broad geographic presence enable us to competitively pursue pipeline and related facilities infrastructure opportunities that become available.

We also see a number of larger oil pipeline project opportunities, particularly in Canada. Although many of these projects are still developing, a significant number of projects have been awarded to us and other pipeline contractors and are moving towards construction. Given the costs and time required to bring a larger pipeline project from conception to construction, we believe many of our customers view such projects as important, strategic pieces of infrastructure, have a long-term perspective regarding their needs, and are not primarily influenced by short term commodity price fluctuations.

In certain areas of North America, pipeline takeaway capacity is not sufficient to economically move oil from production areas to demand centers for current and/or anticipated future oil production. As a result, certain proposed larger oil pipeline projects are being developed and have secured producers under contractual arrangements, making these projects economically viable despite the decline in oil prices. Several of these projects are intended to move oil from the Canadian oil sands to the east and west coast of Canada in order to access demand markets in Europe, Asia and other areas.

While there is risk that these projects will not move forward or could be delayed, we are encouraged by the proposed larger pipeline development plans and the successful progression of certain larger pipeline projects, which is indicative of an improved and favorable large pipeline market over the next several years in North America. We expect to execute on a significant number of larger pipeline projects during 2017, though this activity could be more pronounced in the first half of 2017. However, if oil and natural gas prices decline further or remain at lower levels for a prolonged period, our outlook may change and demand for our oil and natural gas infrastructure services could be materially impacted.

We also believe there are growth opportunities for some of our other pipeline services, including pipeline integrity, rehabilitation and replacement services, over the long-term. The U.S. Department of Transportation has implemented regulatory legislation through the Pipeline and Hazardous Materials Safety Administration (PHMSA) relating to pipeline integrity requirements. PHMSA continues to develop, propose and implement additional safety and pipeline integrity regulation for liquid and natural gas pipelines. Once finalized and implemented, the proposed new regulations would strengthen requirements for safety, operation, inspection and maintenance of pipelines and provide pipeline operators with regulatory certainty.

Further, as pipeline integrity testing requirements increase in stringency and frequency, we believe more information will be gathered about the condition of pipeline infrastructure in the United States, which could result in an increase in spending by our customers on pipeline integrity initiatives. We also operate an engineering, research and development business that develops and owns pipeline inspection tools. We believe our ability to offer a complete pipeline integrity turnkey solution to pipeline companies and gas utilities positions us to take advantage of available opportunities.

We are also experiencing an increase in demand for our natural gas distribution services as a result of improved economic conditions, lower natural gas prices and a significant need to upgrade and replace aging infrastructure. A number of states, particularly states in the northeast United States that have cities and areas with older natural gas distribution infrastructure, have approved and are implementing regulations and multi-year programs to replace cast iron, wrought iron and bare steel natural gas infrastructure, which is prone to failure

 

77


Table of Contents
Index to Financial Statements

with age, with modern and safer pipe material. We expect this to take an extended period of time, which should provide attractive growth opportunities for this part of our business.

Over the past several years, we have expanded our service offerings into Canada and Australia, which have different market drivers and seasonality as compared to the United States. In addition, our previous acquisitions of companies that provide pipeline logistics services to the natural gas and oil industry in the United States and specialty services to the offshore oil and gas industry further enhance the segment’s service offerings, customer base and end markets.

The oil and gas industry is highly cyclical and subject to volatility as a result of fluctuations in natural gas, natural gas liquids and oil prices. In the past, sustained periods of low prices for these products negatively impacted the development of related natural resources and infrastructure. The challenging energy market environment over the past few years has adversely impacted demand for some of our services, primarily infrastructure services in Australia, Canada and the Gulf of Mexico. Exploration and production companies and midstream companies also significantly reduced capital spending in response to the decline in oil and natural gas prices. Even though prices have recovered to a limited degree since early 2016, another meaningful decline or increased uncertainty could result in additional reductions in capital spending. Reduced capital spending on larger pipeline, gas gathering and compressor systems and other related infrastructure would result in less demand for our services. In particular, the demand for infrastructure services in areas where the price of oil is influential, such as Australia, the Canadian Oil Sands, certain oil-driven shale formations in the United States and offshore oil resources in the Gulf of Mexico, has been materially and adversely impacted by low oil prices. These markets could remain challenged if oil prices remain at lower levels. We believe that, over the long term, the market will correct oversupply imbalances, and as a result, oil prices could continue to recover. The timing of any further recovery, however, is uncertain.

Overall, we remain optimistic about this segment’s operations going forward. From a near- and medium-term perspective, we continue to believe that larger pipeline opportunities can provide significant profitability, although these projects and the profits they generate are often subject to more cyclicality and execution risk than our other service offerings. We have also taken steps to diversify our operations in this segment through other services, such as pipeline integrity, pipeline logistics, and offshore specialty services.

Conclusion

Though not without risks and challenges, we believe there are growth opportunities across all the industries we serve and continue to have a positive long-term outlook. Favorable end market drivers continue to spur demand for our infrastructure services, and we believe both our electric power infrastructure and oil and gas infrastructure segments are entering a renewed multiyear upcycle.

We are benefiting from utilities’ increased spending on projects to upgrade and expand their electric power transmission infrastructure in order to improve system reliability and deliver renewable electricity from new generation sources to demand centers. Favorable industry legislation and regulations are also creating incentives and a positive environment for utilities to invest in their electrical infrastructure, particularly transmission infrastructure. Existing environmental regulations concerning fossil fuel power generation emissions create opportunities for transmission lines to be updated, rebuilt or replaced due to “coal to gas” facility replacements. We also expect utilities to outsource more of their work to companies like us, due in part to the challenges associated with their aging workforce. We believe that we remain the partner of choice for many utilities in need of broad infrastructure expertise, specialty equipment and workforce resources, particularly as capital budgets and infrastructure projects have become larger and more complex.

Though gradual recovery and stabilization of oil and natural gas prices has had a positive effect on our business, some of the markets and services in our Oil and Gas Infrastructure Services segment remain challenged. This dynamic could continue should natural gas and oil prices further decline or remain at lower levels. However, we believe long-term dynamics create growth opportunities going forward. We believe that our

 

78


Table of Contents
Index to Financial Statements

overall size and breadth of service offerings provide competitive advantages that allow us to leverage opportunities that arise in connection with development and production of resources from North American unconventional shale formations, the Canadian oil sands and coal seam gas and unconventional shale formations in Australia. We experienced backlog growth in 2016 primarily driven by new larger natural gas pipeline project awards and believe there could be additional larger pipeline project activity over the next several years. We also believe that our strategy to pursue midstream gathering system opportunities in certain unconventional shale formations in the United States, as well as the anticipated increase in demand for our pipeline integrity, rehabilitation and replacement services, and other services in adjacent markets, will create attractive growth potential for us and also further diversify our service offerings in both the near and long term.

Demand for our electric and natural gas distribution services has increased over the past several years as the economy has stabilized and spending on maintenance to improve reliability has returned. We are optimistic that continued implementation of electric distribution reliability programs and the potential for improvement in the housing market will facilitate continued growth in demand for our electric distribution services. Gas distribution spending has been driven primarily by improving economic conditions and the lower cost of natural gas, and more recently by efforts to replace cast iron, wrought iron and bare steel distribution pipeline systems.

For both our electric power and oil and gas infrastructure customers, we have the financial strength to selectively and strategically provide financing solutions that could help facilitate development of energy infrastructure projects and potentially create construction backlog for us. We believe changing regulations, industry trends and the increasing size of energy infrastructure projects and programs are creating and will continue to create such opportunities, and our ability to selectively partner with customers in this manner is a competitive advantage.

Competitive pricing environments, project delays and restrictive regulatory requirements have negatively impacted our margins in the past and could affect our margins in the future. Additionally, margins may be negatively impacted on a quarterly basis due to adverse weather conditions, as well as timing of project starts or completions and other factors as previously described in Understanding Margins. We continue to focus on the elements of the business that are largely within our control, including costs, the margins we accept on projects, collecting receivables, ensuring quality service, rightsizing initiatives as needed to match the markets we serve, and safely executing on the projects we are awarded.

Capital expenditures for 2017 related to continuing operations are expected to be between $210 million to $225 million. We expect 2017 capital expenditures to be funded substantially from cash on hand, internal cash flows and borrowings under our credit facility.

We also continue to evaluate potential strategic acquisitions and similar investments to broaden our customer base, expand our geographic area of operation, grow our portfolio of services and increase opportunities across our operations. We believe that additional attractive acquisition candidates exist primarily as a result of the highly fragmented nature of the industry, the inability of many companies to expand and modernize due to capital constraints, and the desire of owners for liquidity. We also believe that our financial strength, entrepreneurial operating model and experienced management team are attractive to acquisition candidates.

We believe that we are well-positioned to capitalize upon opportunities and trends in the industries we serve because of our full-service operations with broad geographic reach, our financial strength and our technical expertise. Additionally, we believe the industry opportunities and trends discussed herein will increase the demand for our services over the long term, although the actual timing, magnitude and impact of these opportunities and trends on our results of operations, financial position and cash flows are difficult to predict.

 

79


Table of Contents
Index to Financial Statements

Uncertainty of Forward-Looking Statements and Information

This Annual Report on Form 10-K includes “forward-looking statements” reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “may,” “will,” “should,” “could,” “expect,” “believe,” “plan,” “intend” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:

 

    Projected revenues, net income, earnings per share, margins, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;

 

    Expectations regarding our business or financial outlook, growth or opportunities in particular markets;

 

    The expected value of contracts or intended contracts with customers;

 

    Future capital allocation initiatives, including the amount, timing, availability and strategy with respect to any future stock repurchases;

 

    The scope, services, term and results of any projects awarded or expected to be awarded for services to be provided by us;

 

    The development of larger electric transmission and oil and natural gas pipeline projects and their impact on our business or demand for our services;

 

    The level of oil, natural gas and natural gas liquids prices and their impact on our business or demand for our services;

 

    The impact of renewable energy initiatives, including mandated state renewable portfolio standards, the economic stimulus package and other existing or potential energy legislation;

 

    Potential opportunities that may be indicated by bidding activity or similar discussions with customers;

 

    The potential benefits from acquisitions;

 

    The expected outcome of pending or threatened litigation;

 

    Beliefs and assumptions about the collectability of receivables;

 

    The business plans or financial condition of our customers;

 

    Our plans and strategies;

 

    Possible recovery on pending or contemplated change orders or other claims against customers or third parties;

 

    The current economic and regulatory conditions and trends in the industries we serve; and

 

    The effects of the sale of our fiber optic licensing operations.

These forward-looking statements are not guarantees of future performance and involve or rely on a number of risks, uncertainties, and assumptions that are difficult to predict or beyond our control. These forward-looking statements reflect our beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by our forward-looking statements and that any or all of our forward-looking statements may turn out to be wrong. Those statements can be affected by inaccurate assumptions and by known or unknown risks and uncertainties, including the following:

 

    Market conditions;

 

    The effects of industry, economic or political conditions outside our control;

 

80


Table of Contents
Index to Financial Statements
    Quarterly variations in our operating results;

 

    Adverse economic and financial conditions, including weakness in the capital markets;

 

    Trends and growth opportunities in relevant markets;

 

    Delays, reductions in scope or cancellations of anticipated, pending or existing projects, including as a result of weather, regulatory or environmental processes, project performance issues, claimed forced majeure events, or our customers’ capital constraints;

 

    The successful negotiation, execution, performance and completion of anticipated, pending and existing contracts, including the ability to obtain awards of projects on which we bid or are otherwise discussing with customers;

 

    Our dependence on suppliers, subcontractors, equipment manufacturers and other third party contractors;

 

    Our ability to attract skilled labor and retain key personnel and qualified employees;

 

    The potential shortage of skilled employees;

 

    Our dependence on fixed price contracts and the potential to incur losses with respect to these contracts;

 

    Estimates relating to our use of percentage-of-completion accounting;

 

    Adverse impacts from weather;

 

    Our ability to generate internal growth;

 

    Competition in our business, including our ability to effectively compete for new projects and market share;

 

    The effect of natural gas, natural gas liquids and oil prices on our operations and growth opportunities and on our customers’ capital programs and the resulting impact on demand for our services;

 

    The future development of natural resources in shale formations;

 

    The failure of renewable energy initiatives or other existing or potential legislative actions to result in increased demand for our services;

 

    Liabilities associated with multiemployer pension plans, including underfunding of liabilities and termination or withdrawal liabilities;

 

    The possibility of further increases in the liability associated with our withdrawal from a multiemployer pension plan;

 

    Liabilities for claims that are self-insured or not insured;

 

    Unexpected costs or liabilities that may arise from lawsuits or indemnity claims asserted against us;

 

    The outcome of pending or threatened litigation;

 

    Risks relating to the potential unavailability or cancellation of third party insurance, the exclusion of coverage for certain losses, and potential increases in premiums for coverage deemed beneficial to us;

 

    Cancellation provisions within our contracts and the risk that contracts expire and are not renewed or are replaced on less favorable terms;

 

    Loss of customers with whom we have long-standing or significant relationships;

 

    The potential that participation in joint ventures exposes us to liability and/or harm to our reputation for acts or omissions by our partners;

 

81


Table of Contents
Index to Financial Statements
    Our inability or failure to comply with the terms of our contracts, which may result in additional costs, unexcused delays, warranty claims, failure to meet performance guarantees, damages or contract terminations;

 

    The inability or refusal of our customers to pay for services;

 

    The failure to recover on payment claims against project owners or third party contractors or to obtain adequate compensation for customer-requested change orders;

 

    The failure of our customers to comply with regulatory requirements applicable to their projects, which may result in project delays and cancellations;

 

    Budgetary or other constraints that may reduce or eliminate tax incentives or government funding for projects, which may result in project delays or cancellations;

 

    Estimates and assumptions in determining our financial results and backlog;

 

    Our ability to realize our backlog;

 

    Risks associated with operating in international markets, including instability of foreign governments, currency fluctuations, tax and investment strategies and compliance with foreign legal systems and cultural practices, as well as the U.S. Foreign Corrupt Practices Act and other applicable anti-bribery and anti-corruption laws;

 

    Our ability to successfully identify, complete, integrate and realize synergies from acquisitions;

 

    The potential adverse impact resulting from uncertainty surrounding acquisitions, including the ability to retain key personnel from the acquired businesses and the potential increase in risks already existing in our operations;

 

    The adverse impact of impairments of goodwill, receivables and other intangible assets or investments;

 

    Our growth outpacing our decentralized management and infrastructure;

 

    Requirements relating to governmental regulation and changes thereto;

 

    Inability to enforce our intellectual property rights or the obsolescence of such rights;

 

    Risks related to the implementation of an information technology solution;

 

    The impact of our unionized workforce on our operations, including labor stoppages or interruptions due to strikes or lockouts;

 

    Potential liabilities relating to occupational health and safety matters;

 

    The failure to collect outstanding receivables;

 

    The cost of borrowing, availability of cash and credit, fluctuations in the price and volume of our common stock, debt covenant compliance, interest rate fluctuations and other factors affecting our financing and investing activities;

 

    Fluctuations of prices of certain materials used in our business;

 

    The ability to access sufficient funding to finance desired growth and operations;

 

    Our ability to obtain performance bonds;

 

    Potential exposure to environmental liabilities;

 

    Our ability to meet the regulatory requirements applicable to us and our subsidiaries, including the Sarbanes-Oxley Act of 2002;

 

    Rapid technological and structural changes that could reduce the demand for our services;

 

82


Table of Contents
Index to Financial Statements
    The impact of new or changed tax laws, treaties or regulations;

 

    The impact of increased healthcare costs arising from healthcare reform legislation or other legislative action;

 

    The impact of regulatory changes on labor costs;

 

    The impact of significant fluctuations in foreign currency exchange rates;

 

    The potential for claims, damages or injunctive relief associated with the disposition of our prior businesses;

 

    The terms of any transaction we enter into to facilitate the repurchase of shares under our stock repurchase program; and

 

    The other risks and uncertainties as are described elsewhere herein and in Item 1A. Risk Factors in this report on Form 10-K and as may be detailed from time to time in our other public filings with the SEC.

All of our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this report. In addition, we do not undertake and expressly disclaim any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or otherwise.

 

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Our primary exposure to market risk relates to unfavorable changes in concentration of credit risk, interest rates and currency exchange rates.

Credit Risk. We are subject to concentrations of credit risk related to our cash and cash equivalents and our net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts 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 with original maturities of three months or less. Although we do not currently believe the principal amounts of these investments are subject to any material risk of loss, changes in economic conditions could impact the interest income we receive from these investments. In addition, as we grant credit under normal payment terms, generally without collateral, we are subject to potential credit risk related to our customers’ ability to pay for services provided. This risk may be heightened as a result of the depressed economic and financial market conditions that have existed in recent years. However, we believe the concentration of credit risk related to billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts is limited because of the diversity of our customers. We perform ongoing credit risk assessments of our customers and financial institutions and in some cases we obtain collateral or other security from our customers.

Interest Rate Risk. As of December 31, 2016, we had no derivative financial instruments to manage interest rate risk. As such, we were exposed to earnings and fair value risk due to changes in interest rates with respect to our long-term obligations. As of December 31, 2016, the fair value of our variable rate debt of $352.8 million approximated book value. Our weighted average interest rate on our variable rate debt for the year ended December 31, 2016 was 2.1%. The annual effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be approximately $1.8 million based on our December 31, 2016 balance of variable rate debt.

 

83


Table of Contents
Index to Financial Statements

Foreign Currency Risk. The U.S. dollar is the functional currency for the majority of our operations, which are primarily located within the United States. The functional currency for our foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Accordingly, our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar. During 2016, revenues from our foreign operations accounted for 20.8% of our consolidated revenues. Fluctuations in foreign exchange rates during the year ended December 31, 2016 caused an approximate decrease of $41 million in foreign revenues compared to the year ended December 31, 2015. Additionally, fluctuations in foreign exchange rates during the year ended December 31, 2015 caused an approximate decrease of $227 million in foreign revenues compared to the year ended December 31, 2014.

We 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 units. 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, 2016.

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 $92.7 million as of December 31, 2016, an assumed 5% adverse change to foreign exchange rates would result in a fair value decline of $4.6 million. Fluctuations in fair value are recorded in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity.

 

84


Table of Contents
Index to Financial Statements
ITEM 8. Financial Statements and Supplementary Data

INDEX TO QUANTA SERVICES, INC.’S CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  

Report of Management

     86   

Report of Independent Registered Public Accounting Firm

     88   

Consolidated Balance Sheets

     90   

Consolidated Statements of Operations

     91   

Consolidated Statements of Comprehensive Income

     92   

Consolidated Statements of Cash Flows

     93   

Consolidated Statements of Equity

     94   

Notes to Consolidated Financial Statements

     95   

 

85


Table of Contents
Index to Financial Statements

REPORT OF MANAGEMENT

Management’s Report on Financial Information and Procedures

The accompanying financial statements of Quanta Services, Inc. and its subsidiaries were prepared by management. These financial statements were prepared in accordance with accounting principles generally accepted in the United States, applying certain estimates and judgments as required.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 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 U.S. 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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2016 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.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurances and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

The effectiveness of Quanta Services, Inc.’s internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

 

86


Table of Contents
Index to Financial Statements

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016 excluded the five acquisitions we completed in 2016. 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 1.3% and 0.9% of our consolidated assets and revenues as of and for the year ended December 31, 2016.

 

87


Table of Contents
Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Quanta Services, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, cash flows and equity, present fairly, in all material respects, the financial position of Quanta Services, Inc. and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 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, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded its 2016 acquisitions from its assessment of internal control over financial reporting as of December 31, 2016 because these acquisitions were made by the Company through purchase business combinations during 2016. We have also excluded the Company’s 2016 acquisitions from our audit of internal control over financial reporting. The 2016 acquisitions of the Company and its related subsidiaries are wholly owned subsidiaries of the

 

88


Table of Contents
Index to Financial Statements

Company and have total assets and revenues which represent approximately 1.3% and 0.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 1, 2017

 

89


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

     December 31,  
     2016     2015  
     (In thousands, except share
information)
 
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 112,183      $ 128,771   

Accounts receivable, net of allowances of $2,752 and $5,226

     1,500,115        1,621,133   

Costs and estimated earnings in excess of billings on uncompleted contracts

     473,308        317,745   

Inventories

     88,548        75,285   

Prepaid expenses and other current assets

     114,591        134,585   
  

 

 

   

 

 

 

Total current assets

     2,288,745        2,277,519   

Property and equipment, net of accumulated depreciation of $862,825 and $755,272

     1,174,094        1,101,959   

Other assets, net

     101,028        76,333   

Other intangible assets, net of accumulated amortization of $297,313 and $264,674

     187,023        205,074   

Goodwill

     1,603,169        1,552,658   
  

 

 

   

 

 

 

Total assets

   $ 5,354,059      $ 5,213,543   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current Liabilities:

    

Current maturities of long-term debt and short-term debt

   $ 7,563      $ 7,067   

Accounts payable and accrued expenses

     922,819        782,134   

Billings in excess of costs and estimated earnings on uncompleted contracts

     274,846        399,230   

Current liabilities of discontinued operations

     —          15,313   
  

 

 

   

 

 

 

Total current liabilities

     1,205,228        1,203,744   

Long-term debt and notes payable, net of current maturities

     353,562        475,364   

Deferred income taxes

     192,834        186,491   

Insurance and other non-current liabilities

     259,733        260,129   
  

 

 

   

 

 

 

Total liabilities

     2,011,357        2,125,728   

Commitments and Contingencies

    

Equity:

    

Common stock, $.00001 par value, 600,000,000 shares authorized, 144,710,773 and 227,898,509 shares issued, and 144,710,773 and 152,907,166 shares outstanding

     1        2   

Exchangeable Shares, no par value, 6,515,453 and 6,876,042 shares issued and outstanding

     —          —     

Series F Preferred Stock, $.00001 par value, 1 share authorized, issued and outstanding

     —          —     

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

     —          —     

Additional paid-in capital

     1,749,306        3,497,740   

Retained earnings

     1,876,081        1,677,698   

Accumulated other comprehensive loss

     (271,673     (294,689

Treasury stock, 0 and 74,991,343 common shares

     (14,288     (1,795,257
  

 

 

   

 

 

 

Total stockholders’ equity

     3,339,427        3,085,494   

Non-controlling interests

     3,275        2,321   
  

 

 

   

 

 

 

Total equity

     3,342,702        3,087,815   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 5,354,059      $ 5,213,543   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

90


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Year Ended December 31,  
     2016     2015     2014  
     (In thousands, except per share information)  

Revenues

   $ 7,651,319      $ 7,572,436      $ 7,747,229   

Cost of services (including depreciation)

     6,637,519        6,648,771        6,578,435   
  

 

 

   

 

 

   

 

 

 

Gross profit

     1,013,800        923,665        1,168,794   

Selling, general and administrative expenses

     653,338        592,863        705,477   

Amortization of intangible assets

     31,685        34,848        34,257   

Asset impairment charges

     7,964        58,451        —     
  

 

 

   

 

 

   

 

 

 

Operating income

     320,813        237,503        429,060   

Interest expense

     (14,887     (8,024     (4,765

Interest income

     2,423        1,493        3,736   

Equity in losses of unconsolidated affiliates

     (979     (466     (332

Other income (expense), net

     316        (1,831     (1,100
  

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     307,686        228,675        426,599   

Provision for income taxes

     107,246        97,472        139,007   
  

 

 

   

 

 

   

 

 

 

Net income from continuing operations

     200,440        131,203        287,592   

Net income (loss) from discontinued operations

     (342     190,621        27,490   
  

 

 

   

 

 

   

 

 

 

Net income

     200,098        321,824        315,082   

Less: Net income attributable to non-controlling interests

     1,715        10,917        18,368   
  

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 198,383      $ 310,907      $ 296,714   
  

 

 

   

 

 

   

 

 

 

Amounts attributable to common stock:

      

Net income from continuing operations

   $ 198,725      $ 120,286      $ 269,224   

Net income (loss) from discontinued operations

     (342     190,621        27,490   
  

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 198,383      $ 310,907      $ 296,714   
  

 

 

   

 

 

   

 

 

 

Earnings per share attributable to common stock — basic and diluted:

      

Continuing operations

   $ 1.26      $ 0.62      $ 1.22   

Discontinued operations

     —          0.97        0.13   
  

 

 

   

 

 

   

 

 

 

Net income attributable to common stock

   $ 1.26      $ 1.59      $ 1.35   
  

 

 

   

 

 

   

 

 

 

Shares used in computing earnings per share:

      

Weighted average basic shares outstanding

     157,287        195,113        219,668   
  

 

 

   

 

 

   

 

 

 

Weighted average diluted shares outstanding

     157,288        195,120        219,690   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

91


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

     Year Ended December 31,  
     2016     2015     2014  
     (In thousands)  

Net income

   $ 200,098      $ 321,824      $ 315,082   

Other comprehensive income (loss), net of tax provision:

      

Foreign currency translation adjustment, net of tax of $0, $0 and $0

     23,137        (171,458     (84,505

Other, net of tax of $46, $(28) and $486

     (121     59        (1,549
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

     23,016        (171,399     (86,054
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     223,114        150,425        229,028   

Less: Comprehensive income attributable to non-controlling interests

     1,715        10,917        18,368   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income attributable to Quanta stockholders

   $ 221,399      $ 139,508      $ 210,660   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

92


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended December 31,  
     2016     2015     2014  
     (In thousands)  

Cash Flows from Operating Activities of Continuing Operations:

      

Net income

   $ 200,098     $ 321,824     $ 315,082  

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations —

      

(Income) loss from discontinued operations

     342       (190,621     (27,490

Depreciation

     170,240       162,845       141,106  

Amortization of intangible assets

     31,685       34,848       34,257  

Asset impairment charges

     7,964       58,451       —    

Equity in losses of unconsolidated affiliates

     979       466       332  

Amortization of debt issuance costs

     1,356       1,251       1,094  

Gain on sale of property and equipment

     (734     (2,773     (1,803

Foreign currency loss

     880       2,490       1,244  

Provision for (recovery of) doubtful accounts

     (543     224       1,411  

Provision for contract receivable

     —         —         102,460  

Non-cash portion of arbitration expense

     —         —         10,518  

Deferred income tax provision (benefit)

     (15,695     (19,403     22,906  

Non-cash stock-based compensation

     42,843       36,939       37,449  

Tax impact of stock-based equity awards

     (671     (669     (1,563

Changes in operating assets and liabilities, net of non-cash transactions

     (57,568     212,311       (389,261
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities of continuing operations

     381,176       618,183       247,742  
  

 

 

   

 

 

   

 

 

 

Cash Flows from Investing Activities of Continuing Operations:

      

Proceeds from sale of property and equipment

     21,975       26,178       14,448  

Additions of property and equipment

     (212,555     (209,968     (247,216

Cash paid for acquisitions, net of cash acquired

     (68,788     (112,914     (262,218

Investments in and return of equity from unconsolidated affiliates

     (10,309     (6,074     (3,127

Cash received from (paid for) other investments, net

     4,752       (4,338     6,214  

Cash withdrawn from (deposited to) restricted cash

     (1,119     214       3,565  

Cash paid for intangible assets

     —         (211     (252
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities of continuing operations

     (266,044     (307,113     (488,586
  

 

 

   

 

 

   

 

 

 

Cash Flows from Financing Activities of Continuing Operations:

      

Borrowings under credit facility

     2,744,453       3,349,385       938,047  

Payments under credit facility

     (2,860,673     (2,935,752     (866,224

Borrowings of other long-term debt

     —         —         394  

Payments on other long-term debt

     (6,959     (2,683     (30,448

Borrowings of short-term debt

     2,754       4,872       5,056  

Payments on short-term debt

     (4,711     (5,170     —    

Debt issuance and amendment costs

     —         (3,795     —    

Contributions from non-controlling interests

     —         2,313       —    

Distributions to non-controlling interests

     (761     (21,228     (14,432

Tax impact of stock-based equity awards

     671       669       1,563  

Exercise of stock options

     401       372       1,179  

Repurchase of common stock, including accelerated stock repurchases

     —         (1,606,361     (93,482
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities of continuing operations

     (124,825     (1,217,378     (58,347
  

 

 

   

 

 

   

 

 

 

Discontinued operations:

      

Net cash provided by (used in) operating activities

     (1,035     22,342       63,082  

Net cash provided by provided by (used in) investing activities

     (6,080     825,376       (54,280
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) discontinued operations

     (7,115     847,718       8,802  
  

 

 

   

 

 

   

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

     220       (3,154     (7,873

Net decrease in cash and cash equivalents

     (16,588     (61,744     (298,262

Cash and cash equivalents, beginning of year

     128,771       190,515       488,777  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 112,183     $ 128,771     $ 190,515  
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

93


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

 

    Common Stock     Exchangeable
Shares
    Series F
Preferred Stock
    Series G
Preferred Stock
    Additional
Paid-In

Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive

Income (Loss)
    Treasury
Stock
    Total
Stockholders’

Equity
    Non-controlling
Interests
    Total
Equity
 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount                
    (In thousands, except share information)  

Balance, December 31, 2013

    212,942,767     $ 2       3,500,000     $ —         1     $ —         —       $ —       $ 3,416,585     $ 1,070,077     $ (37,236   $ (215,240   $ 4,234,188     $ 7,131     $ 4,241,319  

Other comprehensive loss

    —         —         —         —         —         —         —         —         —         —         (86,054     —         (86,054     —         (86,054

Acquisitions

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

Restricted stock and restricted stock unit activity

    95,475       —         —         —         —         —         —         —         39,030       —         —         (12,340     26,690       —         26,690  

Stock options exercised

    91,444       —         —         —         —         —         —         —         1,179       —         —         —         1,179       —         1,179  

Income tax impact of long-term incentive plans

    —         —         —         —         —         —         —         —         700       —         —         —         700       —         700  

Common stock repurchases

    (2,996,278     —         —         —         —         —         —         —         —         —         —         (93,482     (93,482     —         (93,482

Vests in deferred compensation plan

    —         —         —         —         —         —         —         —         874       —         —         (874     —         —         —    

Distributions to non-controlling interests

    —         —         —         —         —         —         —         —         —         —         —         —         —         (14,432     (14,432

Net income

    —         —         —         —         —         —         —         —         —         296,714       —         —         296,714       18,368       315,082  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2014

    210,819,790       2       7,325,971       —         1       —         1       —         3,592,906       1,366,791       (123,290     (321,936     4,514,473       11,067       4,525,540  

Other comprehensive loss

    —         —         —         —         —         —         —         —         —         —         (171,399     —         (171,399     —         (171,399

Acquisitions

    461,037       —         —         —         —         —         —         —         10,127       —         —         —         10,127       (748     9,379  

Restricted stock and restricted stock unit activity

    395,427       —         —         —         —         —         —         —         37,309       —         —         (10,368     26,941       —         26,941  

Stock options exercised

    32,390       —         —         —         —         —         —         —         431       —         —         —         431       —         431  

Exchange of exchangeable shares

    449,929       —         (449,929     —         —         —         —         —         —         —         —         —         —         —         —    

Income tax impact of long-term incentive plans

    —         —         —         —         —         —         —         —         375       —         —         —         375       —         375  

Common stock repurchases

    (59,251,407     —         —         —         —         —         —         —         —         —         —         (1,456,361     (1,456,361     —         (1,456,361

Accelerated stock repurchases not yet settled

    —         —         —         —         —         —         —         —         (150,000     —         —         —         (150,000     —         (150,000

Vests in deferred compensation plan

    —         —         —         —         —         —         —         —         6,592       —         —         (6,592     —         —         —    

Contributions from non-controlling interests

    —         —         —         —         —         —         —         —         —         —         —         —         —         2,313       2,313  

Distributions to non-controlling interests

    —         —         —         —         —         —         —         —         —         —         —         —         —         (21,228     (21,228

Net income

    —         —         —         —         —         —         —         —         —         310,907       —         —         310,907       10,917       321,824  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2015

    152,907,166       2       6,876,042       —         1       —         1       —         3,497,740       1,677,698       (294,689     (1,795,257     3,085,494       2,321       3,087,815  

Other comprehensive income

    —         —         —         —         —         —         —         —         —         —         23,016       —         23,016       —         23,016  

Acquisitions

    70,840       —         —         —         —         —         —         —         1,508       —         —         —         1,508       —         1,508  

Restricted stock and restricted stock unit activity

    760,395       —         —         —         —         —         —         —         42,843       —         —         (8,338     34,505       —         34,505  

Stock options exercised

    25,423       —         —         —         —         —         —         —         425       —         —         —         425       —         425  

Exchange of exchangeable shares

    360,589       —         (360,589     —         —         —         —         —         —         —         —         —         —         —         —    

Income tax impact of long-term incentive plans

    —         —         —         —         —         —         —         —         (3,904     —         —         —         (3,904     —         (3,904

Settlement of accelerated stock repurchases

    (9,413,640     —         —         —         —         —         —         —         150,000       —         —         (150,000     —         —         —    

Vests in deferred compensation plan

    —         —         —         —         —         —         —         —         6,822       —         —         (6,822     —         —         —    

Retirement of treasury stock

    —         (1     —         —         —         —         —         —         (1,946,128     —         —         1,946,129       —         —         —    

Distributions to non-controlling interests

    —         —         —         —         —         —         —         —         —         —         —         —         —         (761     (761

Net income

    —         —         —         —         —         —         —         —         —         198,383       —         —         198,383       1,715       200,098  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2016

    144,710,773     $ 1       6,515,453     $ —         1     $ —         1     $ —       $ 1,749,306     $ 1,876,081     $ (271,673   $ (14,288   $ 3,339,427     $ 3,275     $ 3,342,702  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

94


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. BUSINESS AND ORGANIZATION:

Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and select other international markets. Quanta reports its results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services.

Electric Power Infrastructure Services Segment

The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and Quanta’s proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and cable and control systems for light rail lines and ancillary telecommunication infrastructure services.

Oil and Gas Infrastructure Services Segment

The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure.

Acquisitions

During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. As these transactions were effective during 2016, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.

 

95


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta’s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia.

During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States the results of which are generally included in Quanta’s Electric Power Infrastructure Services segment.

Disposition — Fiber Optic Licensing Operations

On April 29, 2015, Quanta entered into a stock purchase agreement with Crown Castle International Corp. (Crown Castle) pursuant to which Quanta agreed to sell its fiber optic licensing operations. The purchase agreement contained customary representations and warranties, covenants and indemnities. On August 4, 2015, Quanta completed the sale for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million. In the third quarter of 2015, Quanta recognized a net of tax gain of approximately $171 million. Quanta has presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in the accompanying consolidated financial statements. These results were included in Quanta’s Fiber Optic Licensing and Other segment prior to the second quarter of 2015.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The consolidated financial statements also include the accounts of certain of Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.

 

96


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta’s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.

Cash and Cash Equivalents

Quanta had cash and cash equivalents of $112.2 million and $128.8 million as of December 31, 2016 and 2015. Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At December 31, 2016 and 2015, cash equivalents were $8.8 million and $1.4 million and consisted primarily of money market investments and money market mutual funds and are discussed further in Fair Value Measurements below. As of December 31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5 million and $16.1 million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7 million and $112.7 million. As of December 31, 2016 and 2015, cash and cash equivalents held by Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5 million and $24.9 million, of which $10.0 million and $11.9 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and Quanta does not have access to that cash for its other operations. Under the terms of the partnership agreements, Quanta generally has no right to the joint ventures’ cash other than participating in distributions and in the event of dissolution.

Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts

Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer’s access to capital, the customer’s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30 days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90 days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in Quanta’s customers’ business or cash flows, which may be impacted by negative economic and market conditions, could affect

 

97


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Quanta’s ability to collect amounts due from them. As of December 31, 2016 and 2015, Quanta had allowances for doubtful accounts on current receivables of approximately $2.8 million and $5.2 million. Long-term accounts receivable are included within other assets.

Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.

The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta’s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December 31, 2016 and 2015 were approximately $231.0 million and $250.1 million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December 31, 2016 and 2015 were $5.2 million and $4.5 million.

Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December 31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8 million and $233.6 million.

Inventories

Inventories consist primarily of parts and supplies held for use in the ordinary course of business, which are valued by Quanta at the lower of cost or market as determined by using either the first-in, first-out (FIFO) method or the average costing method. Inventories also include certain job specific materials not yet installed which are valued using the specific identification method.

Property and Equipment

Property and equipment are stated at cost, and depreciation is computed using the straight-line method, net of estimated salvage values, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Depreciation expense related to property and equipment was approximately $170.2 million, $162.8 million and $141.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Accrued capital expenditures were $12.7 million and $5.8 million as of December 31, 2016 and 2015. The impact of these items has been excluded from Quanta’s capital expenditures on its consolidated statements of cash flows due to their non-cash nature.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful lives of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses.

 

98


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Quanta also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.

When an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if an impairment of such asset group is necessary. The effect of any impairment involves expensing the difference between the fair value of such asset group and its carrying value in the period incurred.

Other Assets, Net

Other assets, net consists primarily of long-term receivables, debt issuance costs, equity and other investments, refundable security deposits for leased properties and insurance claims in excess of deductibles that are due from Quanta’s insurers.

Debt Issuance Costs

Capitalized debt issuance costs related to Quanta’s credit facility and any other debt outstanding at a given balance sheet date are included in other assets, net and are amortized into interest expense on a straight-line basis over the terms of the respective agreements giving rise to the debt issuance costs, which Quanta believes approximates the effective interest rate method. During 2015, Quanta incurred $3.8 million of debt issuance costs related to the amendment and restatement of its credit agreement and recorded a nominal charge to interest expense for the write-off of a portion of the debt issuance costs related to the prior facility. As of December 31, 2016 and 2015, capitalized debt issuance costs were $11.4 million, with accumulated amortization of $6.0 million and $4.8 million. For the years ended December 31, 2016, 2015 and 2014, amortization expense related to capitalized debt issuance costs was $1.4 million, $1.3 million and $1.1 million, respectively.

Goodwill and Other Intangibles

Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta’s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta’s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.

Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the

 

99


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

quantitative impairment test is required. Otherwise, no further testing is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.

Quanta’s goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta’s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the two-step fair value-based test involves comparing the fair value of each of Quanta’s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.

Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.

Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.

Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.

 

100


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of Quanta’s reporting units at December 31, 2016, 2015 and 2014:

 

     2016   2015   2014

Years of cash flows before terminal value

   5   5   5

Discount rates

   12.5% to 14.5%   12.0% to 16.0%   12.0% to 14.0%

EBITDA multiples

   5.5 to 7.0   5.0 to 6.5   5.0 to 6.0

Weighting of three approaches:

      

Discounted cash flows

   70%   70%   70%

Market multiple

   15%   15%   15%

Market capitalization

   15%   15%   15%

For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit’s carrying value. Such similarities in value are generally an indication that management’s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.

During the fourth quarter of 2016, a two-step fair-value based goodwill impairment analysis was performed for each of Quanta’s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta’s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.

As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta’s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta’s reporting units, two reporting units within Quanta’s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.

If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta’s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta’s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0 million and $11.9 million at December 31, 2016. Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during 2016. Although Quanta is not aware of circumstances that

 

101


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.

The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. Quanta assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a “held and used” model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.

Quanta’s intangible assets include customer relationships, backlog, trade names, non-compete agreements, patented rights and developed technology, all subject to amortization. The 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 excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to Quanta’s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.

Quanta amortizes intangible assets based upon the estimated consumption of the economic benefits of each intangible asset, or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in Quanta’s Oil and Gas Infrastructure Services Division. Accordingly, Quanta recorded a $39.8 million non-cash charge for the impairment of goodwill and an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

Investments in Affiliates and Other Entities

In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta’s participation in different financing structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta determines whether such investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not

 

102


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a non-controlling interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta’s ownership interest in the unincorporated entity.

Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta’s share of net income or losses from unconsolidated equity investments is included in equity in earnings (losses) of unconsolidated affiliates in the consolidated statements of operations when applicable. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in other expense. Equity method investments are carried at original cost and are included in other assets, net in the consolidated balance sheet and are adjusted for Quanta’s proportionate share of the investees’ income, losses and distributions.

Revenue Recognition

Through its Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, Quanta designs, installs and maintains networks for customers in the electric power and oil and gas industries. These services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, Quanta recognizes revenue as units are completed based on pricing established between Quanta and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.

Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta’s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta’s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, Quanta’s profit recognition.

 

103


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta’s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta’s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.

During 2016 and 2015, Quanta experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed Quanta’s planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, Quanta experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December 31, 2016 and 2015, Quanta recognized project losses of $54.8 million and $44.9 million. Quanta is in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in Quanta’s estimate of total project losses at December 31, 2016. This project had a contract value of $202 million at December 31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.

Overall, Quanta’s operating results for the year ended December 31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2015. Included in the operating results for the year ended December 31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December 31, 2015. Quanta’s operating results for the year ended December 31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December 31, 2014 and 2013; however, the aggregate impact was less than 5%.

The current asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized for fixed price contracts.

Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based

 

104


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.

As of December 31, 2016 and 2015, Quanta had recognized revenues of approximately $137.8 million and $137.2 million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.

These aggregate contract price adjustments represent management’s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.

Income Taxes

Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.

Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.

Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.

As of December 31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2 million, a decrease from December 31, 2015 of $19.3 million. This decrease in unrecognized tax benefits resulted primarily from a $23.4 million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2 million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3 million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.

U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets and statements of operations and comprehensive income.

 

105


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.

Self-Insurance

Quanta is insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

Losses under all of these insurance programs are accrued based upon Quanta’s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta’s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.

Collective Bargaining Agreements

Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.

Stock-Based Compensation

Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of restricted stock awards, RSUs and performance units to be settled in common stock is determined based on the number of shares, RSUs or performance units granted and the closing price of Quanta’s common stock on the date of grant. An estimate of future forfeitures is required in determining the period expense. Quanta uses historical data to estimate the forfeiture rate; however, these estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense from time-based RSU and performance unit awards is recognized on a straight-line basis

 

106


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

over the requisite service period, which is generally the vesting period, while compensation expense from performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The cash flows resulting from the tax deductions in excess of the compensation expense recognized for restricted stock, RSUs and performance units to be settled in common stock and stock options (excess tax benefit) are classified as financing cash flows.

Compensation expense associated with liability based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta’s restricted stock, RSUs, and performance unit awards, see Note 12.

Functional Currency and Translation of Financial Statements

The U.S. dollar is the functional currency for the majority of Quanta’s operations, which are primarily located within the United States. The functional currency for Quanta’s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Generally, the currency in which the operating unit transacts the majority of its activities, including billings, financing, payroll and other expenditures, would be considered the functional currency. The treatment of foreign currency translation gains or losses is dependent upon management’s determination of the functional currency of each operating unit. In preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at month-end exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under the caption “Accumulated other comprehensive income (loss).” Gains and losses arising from transactions which are not denominated in the operating units’ functional currencies are included within other income (expense) in the statements of operations.

Derivatives

From time to time, Quanta enters into forward currency contracts that qualify as derivatives in order to hedge the risks associated with fluctuations in foreign currency exchange rates related to certain forecasted foreign currency denominated transactions. Quanta does not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for cash flow hedge accounting. For a hedge to qualify for cash flow hedge accounting treatment, a hedge must be documented at the inception of the contract, with the objective and strategy stated, along with an explicit description of the methodology used to assess hedge effectiveness. The dates (or periods) for the expected forecasted events and the nature of the exposure involved (including quantitative measures of the size of the exposure) must also be documented. At the inception of the hedge and on an ongoing basis, the hedge must be deemed to be “highly effective” at minimizing the risk of the identified exposure. Effectiveness measures relate the gains or losses of the derivative to changes in the cash flows associated with the hedged item, and the forecasted transaction must be probable of occurring.

For forward contracts that qualify as cash flow hedges, Quanta accounts for the change in fair value of the forward contracts directly in equity as part of accumulated other comprehensive income (loss). Any ineffective portion of cash flow hedges is recognized in earnings in the period in which ineffectiveness occurs. For instance, if a forward contract is discontinued as a cash flow hedge because it is probable that the original forecasted transaction will not occur by the end of the originally specified time period, the related amounts in accumulated

 

107


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

other comprehensive income (loss) would be reclassified to other income (expense) in the consolidated statement of operations in the period such determination is made. When a forecasted transaction occurs, the portion of the accumulated gain or loss applicable to the forecasted transaction is reclassified from equity to earnings. Changes in fair value related to transactions that do not meet the criteria for cash flow hedge accounting are recorded in the consolidated statements of operations and are included in other income (expense).

Comprehensive Income

Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta’s capital related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.

Litigation Costs and Reserves

Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note 15.

Fair Value Measurements

The carrying values of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). All of Quanta’s cash equivalents were categorized as Level 1 assets at December 31, 2016 and 2015, as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.

In connection with Quanta’s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants not-to-compete, patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December 31, 2016, the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level 3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.

 

108


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.

 

3. NEW ACCOUNTING PRONOUNCEMENTS:

Adoption of New Accounting Pronouncements

In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity (VIE). The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such

 

109


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity’s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations and management’s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt by Quanta about its ability to continue as a going concern, if such substantial doubt were to exist. Quanta adopted this guidance on December 31, 2016, and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.

In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification that related to disclosing the impact that recently issued accounting standards will have on a registrant’s financial statements when such standards are adopted in future periods. Quanta has followed the guidance in this amendment within this note to the consolidated financial statements.

Accounting Standards Not Yet Adopted

In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December 15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.

Quanta is currently evaluating the potential impact of this update on its consolidated financial statements, as well as the impact of its selected transition method as Quanta continues through the implementation process. In addition, Quanta continues to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact Quanta’s considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for

 

110


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While Quanta is still evaluating the requirements of this update, it currently does not expect the update to materially affect its results of operations, financial position or cash flows. This preliminary conclusion is based on Quanta’s belief that it will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. Quanta has identified and is in the process of implementing changes to its processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January 1, 2018.

In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January 1, 2018.

In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.

In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional paid-in capital within equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for the employee portion of taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December 15, 2016. Quanta will continue to estimate forfeitures of share-based payments. It is anticipated that Quanta will experience increased volatility of income tax expense upon adoption of this update.

In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an “expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale (AFS) debt securities rather than reduce the carrying amounts. The update will

 

111


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for annual reporting periods beginning after December 15, 2018. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. Since Quanta has already adopted a related update, it will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. Quanta will adopt this guidance on January 1, 2017, and the adoption of the update is not anticipated to have a significant impact on its consolidated financial statements or related disclosures.

In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or

 

112


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

 

4. DISCONTINUED OPERATIONS:

On August 4, 2015, Quanta completed the sale of its fiber optic licensing operations to Crown Castle for an aggregate purchase price of approximately $1 billion in cash, resulting in estimated after-tax net proceeds of approximately $848 million. In the third quarter of 2015, Quanta recognized a pre-tax gain of approximately $272 million and a corresponding tax expense of approximately $101 million, which resulted in a gain on the sale, net of tax, of approximately $171 million. Quanta remains liable for all taxes and insured claims associated with the fiber optic licensing operations arising on or before or outstanding as of August 4, 2015.

 

113


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Quanta has presented the results of operations, financial position, cash flows and disclosures related to its fiber optic licensing operations as discontinued operations in the accompanying consolidated financial statements. The results were included in Quanta’s Fiber Optic Licensing and Other segment prior to the second quarter of 2015. The following represents a reconciliation of the major classes of line items constituting income from discontinued operations primarily related to Quanta’s fiber optic licensing operations to the consolidated statements of operations (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Major classes of line items constituting pretax income from discontinued operations:

       

Revenues

   $ —       $ 59,998      $ 104,021  

Expenses:

       

Cost of services (including depreciation)

     —         24,748        39,295  

Selling, general and administrative expenses

     (980     12,047        16,561  

Amortization of intangible assets

     —         963        1,650  

Other income (expense) items that are not major

     —         10        3  
  

 

 

   

 

 

    

 

 

 

Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes

     980       22,250        46,518  

Pretax gain on the disposal of the fiber optic licensing operations

     —         271,833        —    
  

 

 

   

 

 

    

 

 

 

Total pretax gain on fiber optic licensing operations

             980       294,083        46,518  

Provision for income taxes related to fiber optic licensing operations

     667       103,462        18,401  
  

 

 

   

 

 

    

 

 

 

Net income from discontinued operations related to fiber optic licensing operations

     313       190,621        28,117  

Net loss from discontinued operations related to telecommunication operations

     (655     —          (627
  

 

 

   

 

 

    

 

 

 

Net income (loss) from discontinued operations as presented in the consolidated statements of operations

   $ (342   $ 190,621      $ 27,490  
  

 

 

   

 

 

    

 

 

 

There were no assets or liabilities associated with fiber optic licensing operations at December 31, 2016 and no assets or non-current liabilities at December 31, 2015. The following represents a reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations to the consolidated balance sheet at December 31, 2015 (in thousands):

 

     December 31,
2015
 

Carrying amounts of major classes of current liabilities of discontinued operations related to fiber optic licensing operations:

  

Current liabilities:

  

Accounts payable and accrued expenses

   $ 15,313  
  

 

 

 

Total current liabilities of discontinued operations as presented in the consolidated balance sheets

   $ 15,313  
  

 

 

 

Additionally, on December 3, 2012, Quanta sold substantially all of its domestic telecommunications infrastructure services operations and related subsidiaries. During the years ended December 31, 2016 and 2014, legal fees of $1.0 million were recorded related to an ongoing legal matter associated with these discontinued

 

114


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

operations. See Legal Proceedings — Lorenzo Benton v. Telecom Network Specialists, Inc., et al. in Note 15 for additional information. The aggregate net of tax impact of these legal fees was $0.7 million and $0.6 million during the years ended December 31, 2016 and 2014.

 

5. ACQUISITIONS:

2016 Acquisitions

During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of approximately $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at approximately $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million, which will be paid if certain financial targets are achieved. Based on the estimated fair value of this contingent consideration, Quanta recorded an $18.7 million liability. As these transactions were effective during 2016, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.

Quanta is in the process of finalizing its assessments of the fair values of the acquired assets and assumed liabilities related to businesses acquired during 2016, and further adjustments to the purchase price allocations may occur. Quanta expects to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates with possible updates primarily related to certain tax estimates. The aggregate purchase consideration of these businesses was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of approximately $39.4 million of net tangible assets, $45.2 million of goodwill and $11.5 million of other intangible assets.

2015 Acquisitions

During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta’s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia. The aggregate consideration for these acquisitions consisted of approximately $110.6 million paid or payable in cash, subject to net working capital adjustments, 461,037 shares of Quanta common stock valued at approximately $10.1 million as of the settlement dates of the applicable acquisitions, and $1.0 million in contingent consideration. As these transactions were effective during 2015, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States, Canada and Australia.

 

115


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

2014 Acquisitions

During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense that is generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States that is generally included in Quanta’s Electric Power Infrastructure Services segment. The aggregate consideration paid for these acquisitions consisted of approximately $279.5 million in cash, 686,382 shares of Quanta common stock and 3,825,971 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a one-for-one basis for Quanta common stock. In addition, Quanta issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares. The aggregate value of the securities issued related to 2014 acquisitions on the respective closing or settlement dates of the acquisitions, totaled approximately $134.5 million. As these transactions were effective during 2014, the results of each acquired company have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. For additional information on the exchangeable shares and preferred stock, see Exchangeable Shares and Series F and Series G Preferred Stock in Note 11.

2016, 2015 and 2014 Acquisitions

The following table summarizes the aggregate consideration paid or payable as of December 31, 2016 for the 2016 and 2015 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price allocation adjustments. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).

 

     2016      2015  

Consideration:

     

Value of Quanta common stock issued

   $ 1,508      $ 10,127  

Cash paid or payable

     75,941        110,578  

Contingent consideration

     18,683        1,001  
  

 

 

    

 

 

 

Fair value of total consideration transferred or estimated to be transferred

   $ 96,132      $ 121,706  
  

 

 

    

 

 

 

Current assets

   $ 24,233      $ 35,188  

Property and equipment

     44,863        44,140  

Other assets

     2,553        4  

Identifiable intangible assets

     11,467        24,987  

Current liabilities

     (12,477      (24,568

Deferred tax liabilities, net

     (14,367      (5,056

Other long-term liabilities

     (5,326      (5,606

Non-controlling interests

     —          747  
  

 

 

    

 

 

 

Total identifiable net assets

     50,946        69,836  

Goodwill

     45,186        51,870  
  

 

 

    

 

 

 
   $ 96,132      $ 121,706  
  

 

 

    

 

 

 

The fair value of current assets acquired in 2016 included accounts receivable with a fair value of $14.4 million. The fair value of current assets acquired in 2015 included accounts receivable with a fair value of $20.6 million.

 

116


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2016, 2015 and 2014 acquisitions strategically expanded Quanta’s Canadian, Australian and domestic electric power and oil and gas service offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2016 acquisitions, goodwill of $24.2 million was recorded for the businesses acquired that were included within Quanta’s Electric Power Infrastructure Services Division and $21.0 million was recorded for the business acquired that was included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2015 acquisitions, goodwill of $31.5 million was recorded for the acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division and $20.4 million was recorded for acquired businesses that were included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2014 acquisitions, goodwill of $72.3 million was recorded for acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division and $94.1 million was recorded for the acquired business that was included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. Goodwill of approximately $2.0 million related to the 2016 acquisitions is expected to be deductible for income tax purposes, and goodwill of approximately $34.0 million related to the 2015 acquisitions is expected to be deductible for income tax purposes.

The following table summarizes the estimated fair values of identifiable intangible assets for the 2016 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).

 

     Estimated
Fair Value at
Acquisition Date
     Weighted Average
Amortization Period
at Acquisition Date
 

Customer relationships

   $ 5,645        3.8  

Backlog

     2,085        2.1  

Trade names

     3,255        15.0  

Non-compete agreements

     482        5.0  
  

 

 

    

Total intangible assets subject to amortization acquired in 2016 acquisitions

   $ 11,467        6.7  
  

 

 

    

The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues

   $ 7,677,293      $ 7,770,744      $ 8,476,584  

Gross profit

   $ 1,017,506      $ 956,925      $ 1,248,827  

Selling, general and administrative expenses

   $ 656,109      $ 612,979      $ 745,321  

Amortization of intangible assets

   $ 32,204      $ 39,947      $ 47,777  

Net income from continuing operations

   $ 200,675      $ 136,608      $ 303,772  

Net income from continuing operations attributable to common stock

   $ 198,960      $ 125,691      $ 285,404  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 1.26      $ 0.64      $ 1.28  

The pro forma combined results of operations for the years ended December 31, 2016 and 2015 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2016 acquisitions as if

 

117


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

they occurred January 1, 2015. The pro forma combined results of operations for the year ended December 31, 2015 have also been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January 1, 2014. The pro forma combined results of operations for the year ended December 31, 2014 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January 1, 2014 and the historical results of the 2014 acquisitions as if it occurred January 1, 2013. These pro forma combined historical results were also adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses, a reduction of interest income as a result of the cash consideration paid net of cash received, an increase in amortization expense due to the incremental intangible assets recorded related to the 2016, 2015 and 2014 acquisitions, an increase or decrease in depreciation expense within cost of services related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and conforming depreciable lives with Quanta’s accounting policies, an increase in the number of outstanding shares of Quanta common stock and exchangeable shares and certain reclassifications to conform the acquired companies’ presentation to Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that resulted or may result from the 2016, 2015 and 2014 acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.

Revenues of approximately $68.5 million and a loss before taxes of approximately $5.6 million, which included $0.3 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2016 related to the five acquisitions in 2016 following their respective dates of acquisition. Revenues of approximately $104.6 million and income before income taxes of approximately $0.3 million, which included $3.6 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2015 related to the 11 acquisitions in 2015 following their respective dates of acquisition. Additionally, revenues of approximately $314.1 million and income before income taxes of approximately $3.4 million, which included $11.6 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2014 related to the nine acquisitions in 2014 following their respective dates of acquisition.

 

6. GOODWILL AND OTHER INTANGIBLE ASSETS:

A summary of changes in Quanta’s goodwill is as follows (in thousands):

 

    Electric Power
Infrastructure
Services Division
     Oil and Gas
Infrastructure
Services Division
     Total  

Goodwill balance at December 31, 2014

  $ 1,223,224      $ 373,471      $ 1,596,695  

Goodwill acquired during 2015

    31,224        20,636        51,860  

Purchase price allocation adjustments

    750        (8,867      (8,117

Goodwill impaired during 2015

    —          (39,826      (39,826

Foreign currency translation adjustments

    (28,953      (19,001      (47,954
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2015:

       

Goodwill

    1,226,245        366,306        1,592,551  

Accumulated impairment

    —          (39,893      (39,893
 

 

 

    

 

 

    

 

 

 

Goodwill, net

    1,226,245        326,413        1,552,658  

Goodwill acquired during 2016

    24,168        21,018        45,186  

Purchase price allocation adjustments

    229        (214      15  

Foreign currency translation adjustments

    3,337        1,973        5,310  
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016:

       

Goodwill

    1,253,979        388,923        1,642,902  

Accumulated impairment

    —          (39,733      (39,733
 

 

 

    

 

 

    

 

 

 

Goodwill, net

  $ 1,253,979      $ 349,190      $ 1,603,169  
 

 

 

    

 

 

    

 

 

 

 

118


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The purchase price allocation adjustments recorded in the year ended December 31, 2016 primarily represent changes in deferred tax liability estimates and would have had no impact on the consolidated financial statements in prior periods had these adjustments been booked at the respective acquisition dates. The purchase price allocation adjustments recorded in the year ended December 31, 2015 resulted primarily from net working capital adjustments and changes in tax estimates. The goodwill impairment in the year ended December 31, 2015 primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta’s Oil and Gas Infrastructure Services Division.

Also, as described in Note 2, Quanta’s operating units are organized into one of Quanta’s two internal divisions and, accordingly, the goodwill associated with the operating units has been aggregated on a divisional basis in the table above. These divisions are closely aligned with Quanta’s reportable segments and operating units are assigned to a division based on the predominant type of work performed. From time to time, operating units may be reorganized between divisions as business environments evolve.

Quanta’s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):

 

    As of
December 31, 2016
    As of
December 31, 2015
    As of
December 31, 2016
 
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Remaining
Weighted Average
Amortization
Period in Years
 

Customer relationships

  $ 244,329     $ (110,640   $ 133,689     $ 236,731     $ (90,840   $ 145,891       8.7  

Backlog

    133,592       (132,441     1,151       130,818       (126,954     3,864       1.3  

Trade names

    54,723       (12,855     41,868       51,192       (9,525     41,667       17.7  

Non-compete agreements

    29,212       (25,546     3,666       28,560       (23,507     5,053       3.1  

Patented rights and developed technology

    22,480       (15,831     6,649       22,447       (13,848     8,599       4.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total intangible assets subject to amortization

  $ 484,336     $ (297,313   $ 187,023     $ 469,748     $ (264,674   $ 205,074       10.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Amortization expense for intangible assets was $31.7 million, $34.8 million and $34.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Additionally, during the year ended December 31, 2015, Quanta recorded an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These intangible asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta’s Oil and Gas Infrastructure Services Division. The impairment charge is reflected in the December 31, 2016 and 2015 accumulated amortization balances above.

 

119


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The estimated future aggregate amortization expense of intangible assets subject to amortization as of December 31, 2016 is set forth below (in thousands):

 

For the Fiscal Year Ending December 31,

      

2017

   $ 25,574  

2018

     24,265  

2019

     22,227  

2020

     20,948  

2021

     18,620  

Thereafter

     75,389  
  

 

 

 

Total

   $ 187,023  
  

 

 

 

 

7. PER SHARE INFORMATION:

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. The amounts used to compute the basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014 are illustrated below (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Amounts attributable to common stock:

       

Net income from continuing operations

   $ 198,725     $ 120,286      $ 269,224  

Net income (loss) from discontinued operations

     (342     190,621        27,490  
  

 

 

   

 

 

    

 

 

 

Net income attributable to common stock

   $ 198,383     $ 310,907      $ 296,714  
  

 

 

   

 

 

    

 

 

 

Weighted average shares:

       

Weighted average shares outstanding for basic earnings per share

     157,287       195,113        219,668  

Effect of dilutive stock options

     1       7        22  
  

 

 

   

 

 

    

 

 

 

Weighted average shares outstanding for diluted earnings per share

     157,288       195,120        219,690  
  

 

 

   

 

 

    

 

 

 

For purposes of calculating diluted earnings per share, there were no adjustments required to derive Quanta’s net income attributable to common stock. Outstanding exchangeable shares that were issued pursuant to certain of Quanta’s historical acquisitions (as further discussed in Note 11), which are exchangeable on a one-for-one basis with shares of Quanta common stock, have been included in weighted average shares outstanding for basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014 for the portion of the respective periods that they were outstanding. Weighted average shares outstanding for basic and diluted earnings per share for the year ended December 31, 2016 were reduced by the additional shares received on April 12, 2016 in settlement of an accelerated share repurchase arrangement (as further described in Note 11).

 

120


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

8. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

Activity in Quanta’s current and long-term allowance for doubtful accounts consisted of the following (in thousands):

 

     December 31,  
     2016     2015  

Balance at beginning of year

   $ 5,226     $ 6,174  

Charged to bad debt expense (recoveries of bad debt expense)

     (543     224  

Deductions for uncollectible receivables written off, net of recoveries

     (1,931     (1,172
  

 

 

   

 

 

 

Balance at end of year

   $ 2,752     $ 5,226  
  

 

 

   

 

 

 

Contracts in progress were as follows (in thousands):

 

     December 31,  
     2016     2015  

Costs incurred on contracts in progress

   $ 6,687,484     $ 5,725,078  

Estimated earnings, net of estimated losses

     766,560       756,974  
  

 

 

   

 

 

 
     7,454,044       6,482,052  

Less — Billings to date

     (7,255,582     (6,563,537
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

 

Costs and estimated earnings in excess of billings on uncompleted contracts

   $ 473,308     $ 317,745  

Less — Billings in excess of costs and estimated earnings on uncompleted contracts

     (274,846     (399,230
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

 

Property and equipment consisted of the following (in thousands):

 

     Estimated Useful
Lives in Years
     December 31,  
      2016     2015  

Land

     N/A      $ 45,919     $ 41,428  

Buildings and leasehold improvements

     5-30        137,515       116,697  

Operating equipment and vehicles

     5-25        1,634,850       1,517,630  

Office equipment, furniture and fixtures and information technology systems

     3-10        145,174       137,670  

Construction work in progress

     N/A        73,461       43,806  
     

 

 

   

 

 

 
        2,036,919       1,857,231  

Less — Accumulated depreciation and amortization

        (862,825     (755,272
     

 

 

   

 

 

 

Property and equipment, net

      $ 1,174,094     $ 1,101,959  
     

 

 

   

 

 

 

 

121


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Accounts payable and accrued expenses consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Accounts payable, trade

   $ 529,608      $ 452,295  

Accrued compensation and related expenses

     194,056        159,045  

Accrued insurance, current portion

     60,880        61,327  

Deferred revenues, current portion

     15,512        8,010  

Income and franchise taxes payable

     40,765        3,923  

Other accrued expenses

     81,998        97,534  
  

 

 

    

 

 

 
   $ 922,819      $ 782,134  
  

 

 

    

 

 

 

 

9. DEBT OBLIGATIONS:

Quanta’s long-term debt obligations consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Borrowings under credit facility

   $ 351,341      $ 466,850  

Other long-term debt, interest rates ranging from 3.4% to 4.3%

     3,305        5,401  

Capital leases, interest rates ranging from 2.5% to 6.2%

     3,744        5,351  
  

 

 

    

 

 

 

Total long-term debt obligations

     358,390        477,602  

Less — Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Total long-term debt obligations, net of current maturities

   $ 353,562      $ 475,364  
  

 

 

    

 

 

 

Quanta’s current maturities of long-term debt and short-term debt consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Short-term debt

   $ 2,735      $ 4,829  

Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Current maturities of long-term debt and short-term debt

   $ 7,563      $ 7,067  
  

 

 

    

 

 

 

Credit Facility

On December 18, 2015, Quanta entered into an amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility maturing on December 18, 2020. The entire amount available under the facility may be used by Quanta for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0 million of the facility may be used by certain subsidiaries of Quanta for revolving loans and letters of credit in certain alternative currencies. Up to $100.0 million of the facility may be used for swing line loans in U.S. dollars, up to $50.0 million of the facility may be used for swing line loans in Canadian dollars and up to $30.0 million of the facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, Quanta has the option to increase the revolving commitments by up to $400.0 million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.

 

122


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

As of December 31, 2016, Quanta had approximately $305.6 million of outstanding letters of credit and bank guarantees, $210.8 million of which were denominated in U.S. dollars and $94.8 million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. Quanta also had $351.3 million of outstanding revolving loans under the credit facility, $210.0 million of which were denominated in U.S. dollars and $141.3 million of which were denominated in Canadian dollars. The remaining $1.15 billion was available for revolving loans or new letters of credit or bank guarantees. Information on borrowings under Quanta’s credit facility and the applicable interest rates during the years ended December 31, 2016, 2015 and 2014 is as follows (dollars in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Maximum amount outstanding during the period

   $ 518,607     $ 606,753     $ 130,856  

Average daily amount outstanding under the credit facility

   $ 458,908     $ 258,815     $ 29,814  

Weighted-average interest rate

     2.1     1.8     2.7

Under the current credit agreement, amounts borrowed in U.S. dollars bear interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125%, as determined based on Quanta’s Consolidated Leverage Ratio (as described below), or (ii) the Base Rate (as described below) plus 0.125% to 1.125%, as determined based on Quanta’s Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125%, as determined based on Quanta’s Consolidated Leverage Ratio. Standby letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125%, based on Quanta’s Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275%, based on Quanta’s Consolidated Leverage Ratio. Quanta is also subject to a commitment fee of 0.20% to 0.40%, based on its Consolidated Leverage Ratio, on any unused availability under the credit agreement.

The Consolidated Leverage Ratio is the ratio of Quanta’s Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating Quanta’s Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0 million. The Base Rate equals the highest of (i) the Federal Funds Rate (as defined in the credit agreement) plus 0.5%, (ii) the prime rate publicly announced by Bank of America, N.A. and (iii) the Eurocurrency Rate plus 1.00%.

Subject to certain exceptions, the credit agreement is secured by substantially all the assets of Quanta and Quanta’s wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of Quanta’s wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of Quanta’s wholly owned U.S. subsidiaries. Quanta’s wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time Quanta maintains an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc.).

The credit agreement contains certain covenants, including a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement). The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on Quanta’s assets. The credit agreement allows

 

123


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii) continued compliance with the financial covenants in the credit agreement; and (iii) at least $100.0 million of availability under the credit agreement and/or cash and cash equivalents on hand. As of December 31, 2016, Quanta was in compliance with all of the covenants in the credit agreement.

The credit agreement provides for customary events of default and contains cross-default provisions with Quanta’s underwriting, continuing indemnity and security agreement with its sureties and all of Quanta’s other debt instruments exceeding $100.0 million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that Quanta provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.

Prior to the amendment and restatement of Quanta’s credit agreement on December 18, 2015 and after April 1, 2014, amounts borrowed bore interest at the same rates as above, and Quanta was subject to the same commitment fees as above. Prior to April 1, 2014, amounts borrowed in U.S. dollars bore interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate plus 1.25%, or (ii) the Base Rate plus 0.25%, and amounts borrowed as revolving loans in any currency other than U.S. dollars bore interest at a rate equal to the Eurocurrency Rate plus 1.25%. Prior to April 1, 2014, standby letters of credit issued under the credit agreement were also subject to a letter of credit fee of 1.25%, Performance Letters of Credit issued in support of certain contractual obligations were subject to a letter of credit fee of 0.75%, and Quanta was also subject to a commitment fee of 0.20% on any unused availability under the credit agreement.

 

10. INCOME TAXES:

The components of income (loss) from continuing operations before income taxes were as follows (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Income (loss) from continuing operations before income taxes:

        

Domestic

   $ 349,959      $ 244,955      $ 263,357  

Foreign

     (42,273      (16,280      163,242  
  

 

 

    

 

 

    

 

 

 

Total

   $ 307,686      $ 228,675      $ 426,599  
  

 

 

    

 

 

    

 

 

 

The components of the provision for income taxes for continuing operations were as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Current:

      

Federal

   $ 106,316     $ 85,830     $ 67,430  

State

     11,549       9,783       8,693  

Foreign

     5,076       21,262       39,978  
  

 

 

   

 

 

   

 

 

 

Total current tax provision

     122,941       116,875       116,101  

Deferred:

      

Federal

     (264     (5,247     11,507  

State

     (923     917       2,232  

Foreign

     (14,508     (15,073     9,167  
  

 

 

   

 

 

   

 

 

 

Total deferred tax provision (benefit)

     (15,695     (19,403     22,906  
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 

 

124


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The actual income tax provision differed from the income tax provision computed by applying the U.S. federal statutory corporate rate to income from continuing operations before provision for income taxes as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Provision at the statutory rate

   $ 107,690     $ 80,036     $ 149,697  

Increases (decreases) resulting from —

      

State taxes

     6,479       7,241       7,890  

Foreign taxes

     1,860       1,239       (13,059

Contingency reserves, net

     (13,540     4,438       (650

Production activity deduction

     (8,586     (6,871     (6,033

Employee per diems, meals and entertainment

     8,764       8,727       9,817  

Taxes on unincorporated joint ventures

     (656     (3,838     (6,429

Asset impairments

     1,909       7,047       —    

Other

     3,326       (547     (2,226
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and tax purposes. The tax effects of these temporary differences, representing deferred tax assets and liabilities, result principally from the following (in thousands):

 

     December 31,  
     2016     2015  

Deferred income tax liabilities:

    

Property and equipment

   $ (214,902   $ (189,793

Goodwill

     (83,097     (69,059

Other intangibles

     (33,566     (36,565

Other book/tax accounting method differences

     (41,241     (61,095
  

 

 

   

 

 

 

Total deferred income tax liabilities

     (372,806     (356,512
  

 

 

   

 

 

 

Deferred income tax assets:

    

Accruals and reserves

     21,681       25,070  

Accrued insurance

     79,630       75,591  

Stock and incentive compensation and pension withdrawal liabilities

     58,744       52,009  

Net operating loss carryforwards

     37,362       27,255  

Other

     7,546       10,894  
  

 

 

   

 

 

 

Subtotal

     204,963       190,819  

Valuation allowance

     (14,991     (16,141
  

 

 

   

 

 

 

Total deferred income tax assets

     189,972       174,678  
  

 

 

   

 

 

 

Total net deferred income tax liabilities

   $ (182,834   $ (181,834
  

 

 

   

 

 

 

 

125


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The net deferred income tax assets and liabilities were comprised of the following (in thousands):

 

     December 31,  
     2016      2015  

Deferred income taxes:

     

Assets

   $ 10,000      $ 4,657  

Liabilities

     (192,834      (186,491
  

 

 

    

 

 

 

Total net deferred income tax liabilities

   $ (182,834    $ (181,834
  

 

 

    

 

 

 

The valuation allowance for deferred income tax assets at December 31, 2016, 2015 and 2014 was $15.0 million, $16.1 million and $13.0 million, respectively. These valuation allowances relate to foreign net operating loss carryforwards, state net operating loss carryforwards and foreign tax credit carryforwards. The net change in the total valuation allowance for each of the years ended December 31, 2016, 2015 and 2014 was a decrease of $1.1 million, an increase of $3.1 million and a decrease of $0.3 million, respectively. The valuation allowance was established primarily as a result of uncertainty in Quanta’s outlook as to future taxable income in particular tax jurisdictions. Quanta believes it is more likely than not that it will realize the benefit of its deferred tax assets net of existing valuation allowances.

At December 31, 2016, Quanta had state and foreign net operating loss carryforwards, the tax effect of which was approximately $40.2 million. These carryforwards will expire as follows: 2017, $0.7 million; 2018, $0.4 million; 2019, $0.8 million; 2020, $0.5 million; 2021, $0.5 million and $37.3 million thereafter. A valuation allowance of $12.6 million has been recorded against certain foreign and state net operating loss carryforwards.

Through December 31, 2016, Quanta has not provided U.S. income taxes on approximately $298.8 million of unremitted foreign earnings. If Quanta was to repatriate cash that is indefinitely reinvested outside the U.S., it could be subject to additional U.S income and foreign withholding taxes. Because of the number and variability of assumptions required, it is not practicable to determine the amount of any additional U.S. tax liability that may result if Quanta decides to no longer indefinitely reinvest foreign earnings outside the U.S. If Quanta’s intentions or U.S. tax laws change in the future, there may be a significant negative impact on the provision for income taxes and cash flows as a result of recording an incremental tax liability in the period such change occurs.

A reconciliation of unrecognized tax benefit balances is as follows (in thousands):

 

     December 31,  
     2016     2015     2014  

Balance at beginning of year

   $ 54,541     $ 50,668     $ 48,306  

Additions based on tax positions related to the current year

     4,227       5,340       9,133  

Additions for tax positions of prior years

     2,048       292       2,438  

Reductions for tax positions of prior years

     (1,948     (132     —    

Reductions for audit settlements

     (180     (1,345     —    

Reductions resulting from a lapse of the applicable statute of limitations periods

     (23,448     (282     (9,209
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   $ 35,240     $ 54,541     $ 50,668  
  

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2016, the $23.4 million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 through 2012 tax years. For the year ended December 31, 2015, the $0.3 million reduction was primarily due to the expiration of certain federal and state

 

126


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

statute of limitations periods for the 2004 tax year. For the year ended December 31, 2014, the $9.2 million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 tax year.

The balances of unrecognized tax benefits, the amount of related interest and penalties and what Quanta believes to be the range of reasonably possible changes in the next 12 months are as follows (in thousands):

 

    December 31,  
    2016     2015     2014  

Unrecognized tax benefits

  $ 35,240     $ 54,541     $ 50,668  

Portion that, if recognized, would reduce tax expense and effective tax rate

    33,128       48,312       42,952  

Accrued interest on unrecognized tax benefits

    5,539       8,750       6,304  

Accrued penalties on unrecognized tax benefits

    650       673       697  

Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months

  $ 0 to $12,332     $ 0 to $27,485     $ 0 to $10,221  

Portion that, if recognized, would reduce tax expense and effective tax rate

  $ 0 to $10,983     $ 0 to $24,009     $ 0 to $8,484  

Quanta classifies interest and penalties within the provision for income taxes. Quanta recognized interest income of $3.2 million, interest expense of $2.4 million and interest expense of $0.5 million in the provision for income taxes for the years ended December 31, 2016, 2015 and 2014, respectively.

Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta’s Canadian subsidiaries remain open to examination by the Canada Revenue Agency for tax years 2010 through 2014 as these statute of limitations periods have not yet expired. Quanta does not consider any state in which it does business to be a major tax jurisdiction.

 

11. EQUITY:

Exchangeable Shares and Series F and Series G Preferred Stock

In connection with certain Canadian acquisitions, the former owners of the acquired companies received exchangeable shares of certain Canadian subsidiaries of Quanta, which may be exchanged at the option of the holders for Quanta common stock on a one-for-one basis. The holders of exchangeable shares can make an exchange only once in any calendar quarter and must exchange a minimum of either 50,000 shares or, if less, the total number of remaining exchangeable shares registered in the name of the holder making the request. Additionally, in connection with two of such acquisitions, Quanta issued one share of Quanta Series F preferred stock and one share of Quanta Series G preferred stock (the Preferred Stock) to voting trusts on behalf of the respective holders of the exchangeable shares issued in such acquisitions. Each share of the Preferred Stock provides the holders of such exchangeable shares voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding at that time.

The holders of exchangeable shares associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to voting, dividends and other economic rights. The holders of exchangeable shares not associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to dividends and other economic rights but do not have voting rights.

 

127


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

During 2016, 2015 and 2014, 0.4 million, 0.4 million and no exchangeable shares were exchanged for Quanta common stock. As of December 31, 2016, both shares of the Preferred Stock remained outstanding and 6.5 million exchangeable shares remained outstanding, of which 3.9 million were associated with the Preferred Stock.

Treasury Stock

Retirement of Treasury Stock

Effective December 1, 2016, Quanta retired 84.8 million shares of treasury stock. These retired shares were restored to the status of authorized and unissued shares as permitted by Delaware law. The retired stock had a carrying value of approximately $1.95 billion. In accordance with Quanta’s policy, Quanta recorded the formal retirement of treasury stock by deducting the par value from common stock and the excess of cost over par value from additional paid-in capital.

Shares withheld for tax withholding obligations

Under the stock incentive plans described in Note 12, the tax withholding obligations of employees upon vesting of restricted stock and RSUs settled in common stock are typically satisfied by Quanta making such tax payments and withholding the number of vested shares having a value on the date of vesting equal to the tax withholding obligation. For the settlement of these employee tax liabilities, Quanta withheld 0.4 million shares of Quanta common stock during the year ended December 31, 2016, with a total market value of $8.3 million, 0.4 million shares of Quanta common stock during the year ended December 31, 2015 with a total market value of $10.4 million, and 0.4 million shares of Quanta common stock during the year ended December 31, 2014 with a total market value of $12.3 million. These shares and the related costs to acquire them were accounted for as adjustments to the balance of treasury stock.

Notional amounts recorded related to deferred compensation plans

Additionally, Quanta records an amount to treasury stock with an offsetting amount to additional paid in capital for RSUs that vest and are deferred under Quanta’s deferred compensation plans, which are further described in Note 13, but no shares were recorded as treasury stock shares since the Quanta common stock had not yet been issued. Distributions of Quanta common stock from the deferred compensation plans are recorded as a reversal of the original entry between treasury stock and additional paid-in capital. The net amounts recorded to treasury stock related to the deferred compensation plans during the years ended December 31, 2016, 2015 and 2014 were $6.8 million, $6.6 million and $0.9 million, respectively, for an aggregate $14.3 million included in treasury stock at December 31, 2016.

Stock repurchases

During the third quarter of 2015, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through February 28, 2017, up to $1.25 billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta’s board of directors at any time at its sole discretion and without notice. During 2015, Quanta repurchased 19.2 million shares of its common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.

 

128


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Also during the third quarter of 2015, Quanta entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of its common stock. The fair market value of these 25.7 million shares at the time of delivery was approximately $600.0 million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September 30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta’s earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to additional paid-in capital (APIC) during the quarter ended September 30, 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April 12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, Quanta received 9.4 million additional shares of its common stock from JPMorgan. As of December 31, 2016, Quanta had repurchased 54.3 million shares of its common stock at a cost of $1.20 billion, and approximately $50.1 million remained available under the 2015 Repurchase Program.

During the fourth quarter of 2013, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through December 31, 2016, up to $500.0 million of its outstanding common stock. During the year ended December 31, 2015, Quanta repurchased 14.3 million shares of its common stock at a cost of $406.5 million in the open market and completed this program.

Other

Under Delaware corporate law, treasury stock is not counted for quorum purposes or entitled to vote.

Non-controlling Interests

Quanta holds investments in several joint ventures that provide infrastructure services under specific customer contracts. Quanta has determined that certain of these joint ventures are VIEs, with Quanta providing the majority of the infrastructure services to the joint venture, which management believes most significantly influences the economic performance of the joint venture. Management has concluded that Quanta is the primary beneficiary of each of the joint ventures determined to be VIEs and has accounted for each on a consolidated basis. The other parties’ equity interests in these joint ventures have been accounted for as non-controlling interests in the consolidated financial statements. Income attributable to the other joint venture members in the amounts of $1.7 million, $10.9 million and $18.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, has been accounted for as a reduction of net income in deriving net income attributable to common stock. Equity in the consolidated assets and liabilities of these joint ventures that is attributable to the other joint venture members has been accounted for as non-controlling interests within total equity in the accompanying balance sheets.

The carrying value of the investments held by Quanta in all of its VIEs was approximately $3.3 million and $2.3 million at December 31, 2016 and 2015. The carrying value of investments held by the non-controlling interests in these variable interest entities at December 31, 2016 and 2015 was $3.3 million and $2.3 million. During the years ended December 31, 2016, 2015 and 2014, distributions to non-controlling interests were $0.8 million, $21.2 million and $14.4 million. There were also contributions received from a joint venture partner of $2.3 million during the year ended December 31, 2015. There were no other changes in equity as a result of transfers to/from the non-controlling interests during the years ended December 31, 2016, 2015 and 2014. See Note 15 for further disclosures related to Quanta’s joint venture arrangements.

 

129


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

12. EQUITY-BASED COMPENSATION:

Stock Incentive Plans

On May 19, 2011, Quanta’s stockholders approved the 2011 Omnibus Equity Incentive Plan (the 2011 Plan). The 2011 Plan provides for the award of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, RSUs, stock bonus awards, performance compensation awards (including performance units and cash bonus awards) or any combination of the foregoing. The purpose of the 2011 Plan is to attract and retain key personnel and provide participants with additional performance incentives by increasing their proprietary interest in Quanta. Employees, directors, officers, consultants or advisors of Quanta or its affiliates are eligible to participate in the 2011 Plan, as are prospective employees, directors, officers, consultants or advisors of Quanta who have agreed to serve Quanta in those capacities. An aggregate of 11,750,000 shares of Quanta common stock may be issued pursuant to awards granted under the 2011 Plan.

Additionally, pursuant to the Quanta Services, Inc. 2007 Stock Incentive Plan (the 2007 Plan), which was adopted on May 24, 2007, Quanta may award restricted stock, incentive stock options and non-qualified stock options to eligible employees, directors, and certain consultants and advisors. An aggregate of 4,000,000 shares of common stock may be issued pursuant to awards granted under the 2007 Plan. Quanta also has a Restricted Stock Unit Plan (the RSU Plan), pursuant to which RSUs may be awarded to certain employees and consultants of Quanta’s Canadian operations.

The 2011 Plan, the 2007 Plan and the RSU Plan, together with certain plans assumed by Quanta in acquisitions, are referred to as the Plans.

The Plans are administered by the Compensation Committee of the Board of Directors of Quanta. The Compensation Committee has, subject to applicable regulation and the terms of the Plans, the authority to grant awards under the Plans, to construe and interpret the Plans and to make all other determinations and take any and all actions necessary or advisable for the administration of the Plans. The Board also delegated to the Equity Grant Committee, a committee of the Board consisting of one or more directors, the authority to grant limited awards to eligible persons who are not executive officers or non-employee directors.

Restricted Stock and RSUs to be Settled in Common Stock

During the years ended December 31, 2016, 2015 and 2014, Quanta granted 1.8 million, 1.3 million and 1.4 million shares of RSUs to be settled in common stock under the Plans with weighted average grant date fair values of $22.22, $27.64 and $35.08 per share, respectively. The grant date fair value for awards of restricted stock and RSUs to be settled in common stock is based on the market value of Quanta common stock on the date of grant. Restricted stock and RSU awards to be settled in common stock are subject to forfeiture, restrictions on transfer and certain other conditions until vesting, which generally occurs in equal installments over a two-year or three-year period following the date of grant. During the restriction period, holders of restricted stock are entitled to vote and receive dividends on such shares.

During the years ended December 31, 2016, 2015 and 2014, vesting activity consisted of 1.4 million, 1.3 million and 1.1 million shares of restricted stock and RSUs settled in common stock with an approximate fair value at the time of vesting of $28.9 million, $35.9 million and $37.5 million, respectively.

 

130


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

A summary of the activity for restricted stock and RSUs to be settled in common stock for the year ended December 31, 2016 is as follows (shares in thousands):

 

     Shares      Weighted
Average
Grant Date
Fair Value
(Per share)
 

Unvested at January 1, 2016

     2,377      $ 30.36  

Granted

     1,846      $ 22.22  

Vested

     (1,369    $ 29.58  

Forfeited

     (143    $ 25.93  
  

 

 

    

Unvested at December 31, 2016

     2,711      $ 25.45  
  

 

 

    

During the years ended December 31, 2016, 2015 and 2014, Quanta recognized $39.6 million, $33.3 million and $35.0 million of non-cash stock compensation expense related to restricted stock and RSUs to be settled in common stock. As of December 31, 2016, there was approximately $29.8 million of total unrecognized compensation cost related to unvested RSUs to be settled in common stock granted to both employees and non-employees. This cost is expected to be recognized over a weighted average period of 1.52 years.

Performance Units to be Settled in Common Stock

Performance units awarded pursuant to the 2011 Plan provide for the issuance of shares of common stock upon vesting. These performance units cliff-vest at the end of a three-year performance period based on achievement of three-year company financial performance targets and strategic initiatives established by the Compensation Committee. The final amount of earned and vested performance units can range from 0% to 200% of the initial amount awarded based on the level of achievement of performance goals, as determined by Quanta’s Compensation Committee.

During the years ended December 31, 2016, 2015 and 2014, Quanta granted 0.3 million, 0.2 million and 0.1 million of performance units to be settled in common stock under the 2011 Plan with a weighted average grant date fair value of $22.86, $28.16 and $35.20 per share. The grant date fair value for awards of performance units to be settled in common stock is based on the market value of Quanta common stock on the date of grant applied to the total number of performance units that Quanta anticipates will become earned and vest. This fair value is expensed ratably over the vesting term and is adjusted for fair value changes so that the expense recognized for each award is equivalent to the fair value of the final number of earned and vested performance units. During the years ended December 31, 2016, 2015 and 2014, Quanta recognized $3.2 million, $3.6 million and $2.4 million in compensation expense associated with performance units to be settled in common stock. During the years ended December 31, 2016, 2015 and 2014, no performance units vested, and no shares of common stock were issued in connection with performance units.

RSUs to be Settled in Cash

Certain RSUs granted by Quanta under the Plans are settled solely in cash. These cash-settled RSUs are intended to provide plan participants with cash performance incentives that are substantially equivalent to the risks and rewards of equity ownership in Quanta, typically vest in equal installments over a two-year or three-year period following the date of grant, and are subject to forfeiture under certain conditions, primarily termination of service. Additionally, subject to certain restrictions, Quanta’s non-employee directors may elect to cash settle a portion of their RSU awards, which generally vest upon conclusion of the director service year. For

 

131


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

all RSUs settled in cash, the holders receive for each vested RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement.

Compensation expense related to RSUs to be settled in cash was $7.0 million, $4.0 million and $3.9 million for the years ended December 31, 2016, 2015 and 2014. Such expense is recorded in selling, general and administrative expenses. RSUs that are anticipated to be settled in cash are not included in the calculation of earnings per share, and the estimated earned value of such RSUs is classified as a liability. Quanta paid $4.6 million, $4.2 million and $3.1 million to settle liabilities related to cash-settled RSUs in the years ended December 31, 2016, 2015 and 2014, respectively. Accrued liabilities for the estimated earned value of outstanding RSUs to be settled in cash were $5.1 million and $2.7 million at December 31, 2016 and 2015.

 

13. EMPLOYEE BENEFIT PLANS:

Unions’ Multiemployer Pension Plans

Quanta contributes to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements with various unions that represent certain of Quanta’s employees. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. Quanta may also have additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. In the fourth quarter of 2011, Quanta recorded a partial withdrawal liability related to the withdrawal by certain Quanta subsidiaries from the Central States, Southeast and Southwest Areas Pension Plan (Central States Plan) following an amendment to the applicable collective bargaining agreement which eliminated their obligations to contribute to the Central States Plan. During the first quarter of 2014, Quanta recorded an adjustment to cost of services to increase the recognized withdrawal liability. Additional information regarding this withdrawal, as well as the withdrawal from the Central States Plan of a company acquired by Quanta in the fourth quarter of 2013, is provided in Collective Bargaining Agreements in Note 15.

The Pension Protection Act of 2006 (PPA) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

The following table summarizes plan information relating to Quanta’s participation in multiemployer defined benefit pension plans, including company contributions for the last three years, the status under the PPA of the plans and whether the plans are subject to a funding improvement or rehabilitation plan or contribution surcharges. The most recent PPA zone status available in 2016 and 2015 relates to the plan’s fiscal year-end in

 

132


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

2015 and 2014. Forms 5500 were not yet available for the plan years ending in 2016. The PPA zone status is based on information that Quanta received from the respective plans, as well as publicly available information on the U.S. Department of Labor website, and is certified by the plan’s actuary. Although multiple factors or tests may result in red zone or yellow zone status, plans in the red zone generally are less than 65 percent funded, plans in the yellow zone generally are less than 80 percent funded, and plans in the green zone generally are at least 80 percent funded. Under the PPA, red zone plans are classified as “critical” status, yellow zone plans are classified as “endangered” status and green zone plans are classified as neither “endangered” nor “critical” status. The “Subject to Financial Improvement/ Rehabilitation Plan” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The last column lists the expiration dates of Quanta’s collective-bargaining agreements to which the plans are subject. Total contributions to these plans correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects. Information has been presented separately for individually significant plans and in the aggregate for all other plans.

 

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
  Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
  Contributions (in thousands)     Surcharge
Imposed
  Expiration Date
of Collective
Bargaining
Agreement
    2016   2015     2016     2015     2014      

National Electrical Benefit Fund

    53-0181657-001     Green   Green   No   $ 22,912     $ 21,200     $ 20,758     No   Varies through
March 2020

Pipeline Industry Pension Fund

    73-6146433-001     Green   Green   No     6,954       6,087       6,280     No   June 2017

Central Pension Fund of the IUOE & Participating Employers

    36-6052390-001     Green   Green   No     5,668       5,677       7,847     No   Varies through
June 2017

Laborers Pension Trust Fund for Northern California

    94-6277608-001     Yellow   Yellow   Yes     3,805       2,603       1,357     Yes   June 2019

Eighth District Electrical Pension Fund

    84-6100393-001     Green   Green   No     3,089       2,544       2,192     No   Varies through
November 2018

Alaska Electrical Pension Plan

    92-6005171-001     Green   Green   No     2,701       639       68     No   Varies through
March 2017

IBEW Local 456 Pension Plan

    22-6238995-001     Green   Yellow   No     2,298       886       810     No   Varies through
December 2017

Plumbers and Pipefitters National Pension Fund

    52-6152779-001     Yellow   Yellow   Yes     1,666       850       197     No   June 2017

OE Pension Trust Fund

    94-6090764-001     Red   Red   Yes     1,508       1,264       991     Yes   Varies through
June 2020

Laborers National Pension Fund

    75-1280827-001     Green   Green   No     1,358       7,671       4,227     No   Varies through
June 2017

Operating Engineers Local 324 Pension Fund

    38-1900637-001     Red   Red   Yes     1,291       1,231       1,086     Yes   Varies through
April 2018

Alaska Laborers —Employers Retirement Fund

    91-6028298-001     Yellow   Yellow   Yes     1,216       181       —       No   January 2017

Local 697 IBEW and Electrical Industry Pension Fund

    51-6133048-001     Green   Yellow   No     1,207       1,066       200     Yes   May 2018

 

133


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
    Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
    Contributions (in thousands)     Surcharge
Imposed
    Expiration Date
of Collective
Bargaining
Agreement
 
    2016     2015       2016     2015     2014      

Laborers District Council of W PA Pension Fund

    25-6135576-001       Red       Red       Yes       876       21       —         Yes       June 2017  

Midwest Operating Engineers Pension Trust Fund

    36-6140097-001       Yellow       Yellow       Yes       793       3,294       497       Yes      
Varies through
June 2017
 
 

Alaska Teamster Employer Pension Plan

    92-6003463-024       Red       Red       Yes       659       513       516       Yes       January 2017  

Joint Pension Local Union 164 IBEW

    22-6031199-001       Yellow       Yellow       Yes       33       513       1,816       No       May 2017  

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

    36-3020872-001       Green       Yellow       No       —         300       1,307       No       N/A  

All other plans

            27,201       20,475       21,055      
         

 

 

   

 

 

   

 

 

     

Total

          $ 85,235     $ 77,015     $ 71,204      
         

 

 

   

 

 

   

 

 

     

Quanta’s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December 31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December 31, 2016.

 

Pension Fund

   Plan Years in which
Quanta
Contributions Were
Five Percent or More

of Total Plan
Contributions

Pipeline Industry Pension Fund

   2015 and 2014

Eighth District Electrical Pension Fund

   2015 and 2014

Laborers National Pension Fund

   2015 and 2014

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

   2015 and 2014

Local 697 IBEW and Electrical Industry Pension Fund

   2015

Local Union No. 9 IBEW and Outside Contractors Pension Fund

   2015

Alaska Plumbing and Pipefitting Industry Pension Fund

   2015

Teamsters National Pipe Line Pension Plan

   2015

Joint Pension Local Union 164 IBEW

   2014

In addition to the contributions made to multiemployer defined benefit pension plans noted above, Quanta also contributed to multiemployer defined contribution or other benefit plans on behalf of certain union employees. Contributions to union multiemployer defined contribution or other benefit plans by Quanta were approximately $139.3 million, $147.1 million and $129.0 million for the years ended December 31, 2016, 2015 and 2014. Total contributions made to all of these multiemployer plans for the years ended December 31, 2016, 2015 and 2014 correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects.

 

134


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Quanta 401(k) Plan

Quanta maintains a 401(k) plan pursuant to which employees who are not provided retirement benefits through a collective bargaining agreement may make contributions through a payroll deduction. Quanta makes matching cash contributions of 100% of each employee’s contribution up to 3% of that employee’s salary and 50% of each employee’s contribution between 3% and 6% of such employee’s salary, up to the maximum amount permitted by law. Contributions to the 401(k) plan by Quanta were approximately $21.9 million, $17.7 million and $13.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Deferred Compensation Plans

Quanta maintains nonqualified deferred compensation plans pursuant to which non-employee directors and certain key employees, independent contractors and consultants may defer receipt of some or all of their cash compensation and/or settlement of their equity-based awards, subject to certain limitations. The plan covering key employees provides for employer matching contributions for certain officers and employees whose benefits under the 401(k) plan are limited by federal tax law. Quanta may also make discretionary employer contributions to that plan. Matching contributions and discretionary employer contributions are subject to a vesting schedule, provided that vesting accelerates upon a change in control and the participant’s death or retirement. All matching and discretionary employer contributions, whether vested or not, are forfeited upon a participant’s termination of employment for cause or upon the participant engaging in competition with Quanta or any of its affiliates.

Quanta made contributions to the deferred compensation plans of approximately $1.0 million, $1.0 million and $0.3 million during the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, $19.1 million and $11.7 million were included in other long-term liabilities and $17.9 million and $11.3 million were included in other long-term assets related to obligations under these plans and related company-owned life insurance policies. Individuals participating in these plans receive distributions of their respective balances based on predetermined payout schedules or other events and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan.

 

14. RELATED PARTY TRANSACTIONS:

Certain of Quanta’s operating units have entered into related party lease arrangements for operational facilities, typically with prior owners of certain acquired businesses. These lease agreements generally have terms of up to approximately five years and include renewal options. Related party lease expense for the years ended December 31, 2016, 2015 and 2014 was approximately $8.7 million, $10.6 million and $8.5 million, respectively.

 

15. COMMITMENTS AND CONTINGENCIES:

Investments in Affiliates and Other Entities

As described in Note 11, Quanta holds investments in certain joint ventures with third parties for the purpose of providing infrastructure services under certain customer contracts. Losses incurred by these joint ventures are generally shared ratably based on the percentage ownership of the joint venture members. However, each member of the joint venture typically is jointly and severally liable for all of the obligations of the joint venture under the contract with the customer, and therefore can be liable for full performance of the contract with the customer. In circumstances where Quanta’s participation in a joint venture qualifies as a general partnership, the joint venture partners are jointly and severally liable for all of the obligations of the joint venture, including obligations owed to the customer or any other person or entity. Quanta is not aware of circumstances that would lead to future claims against it for material amounts in connection with these joint and several liabilities.

 

135


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

In the joint venture arrangements entered into by Quanta, typically each joint venturer indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement. It is possible, however, that Quanta could be required to pay or perform obligations in excess of its share if the other joint venturer failed or refused to pay or perform its share of the obligations. Quanta is not aware of circumstances that would lead to future claims against it for material amounts that would not be indemnified.

During 2014, a limited partnership in which Quanta is a partner was selected for an engineering, procurement and construction (EPC) electric transmission project to construct approximately 500 kilometers of transmission line and two 500 kV substations. Quanta will provide turnkey EPC services for the entire project. As of December 31, 2016, Quanta had made aggregate contributions to this unconsolidated affiliate of $13.5 million and had received $2.9 million as a return of capital. Also as of December 31, 2016, Quanta had outstanding additional capital commitments associated with investments in an unconsolidated affiliate related to this project as follows (in thousands):

 

     Capital Commitments  

Year Ending December 31:

  

2017 (1)

   $ 33,771  

2018

     —    

2019

     23,567  
  

 

 

 

Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project

   $ 57,338  
  

 

 

 

 

(1) A return of capital from unconsolidated affiliates of approximately $42.1 million is anticipated in August 2017 and is not included in these amounts.

Additionally, as of December 31, 2016, Quanta had outstanding capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of approximately $20.5 million, $0.3 million of which is expected to be paid in the first quarter of 2017. The remaining $20.2 million of these capital commitments is anticipated to be paid by May 31, 2022.

Leases

Quanta leases certain land, buildings and equipment under non-cancelable lease agreements, including related party leases as discussed in Note 14. The terms of these agreements vary from lease to lease, including some with renewal options and escalation clauses. The following schedule shows the future minimum lease payments under these leases as of December 31, 2016 (in thousands):

 

     Operating Leases  

Year Ending December 31:

  

2017

   $ 99,677  

2018

     67,034  

2019

     44,216  

2020

     25,444  

2021

     13,761  

Thereafter

     16,331  
  

 

 

 

Total minimum lease payments

   $ 266,463  
  

 

 

 

 

136


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Rent expense related to operating leases was approximately $242.3 million, $208.5 million and $161.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Quanta has guaranteed the residual value on certain of its equipment operating leases. Quanta has agreed to pay any difference between this residual value and the fair market value of the underlying asset at the date of termination of the leases. At December 31, 2016, the maximum guaranteed residual value was approximately $556.5 million. Quanta believes that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that significant payments will not be required in the future.

Committed Expenditures

Quanta has capital commitments for the expansion of its vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of December 31, 2016, Quanta issued approximately $22.4 million of production orders with expected delivery dates in 2017. Although Quanta has committed to purchase these vehicles at the time of their delivery, Quanta anticipates that these orders will be assigned to third party leasing companies and made available to Quanta under certain of its master equipment lease agreements, thereby releasing Quanta from its capital commitments.

Legal Proceedings

Quanta is from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, Quanta records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, Quanta discloses matters for which management believes a material loss is at least reasonably possible. Except as otherwise stated below, none of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on Quanta’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Lorenzo Benton v. Telecom Network Specialists, Inc., et al. In June 2006, plaintiff Lorenzo Benton filed a class action complaint in the Superior Court of California, County of Los Angeles, alleging various wage and hour violations against Telecom Network Specialists (TNS), a former subsidiary of Quanta. Quanta retained liability associated with this matter pursuant to the terms of Quanta’s sale of TNS in December 2012. Benton seeks to represent a class of workers that includes all persons who worked on certain TNS projects, including individuals that TNS retained through numerous staffing agencies. The plaintiff class in this matter is seeking damages for unpaid wages, penalties associated with the failure to provide meal and rest periods and overtime wages, interest and attorneys’ fees. In September 2015, the trial court certified the class as to workers from the various staffing companies at issue. In January 2017, the trial court granted a summary judgment motion filed by the plaintiff class and found that TNS was a joint employer of the class members and that it failed to provide adequate meal and rest breaks and failed to pay overtime wages. Quanta believes this decision is not in line with controlling law, is in the process of appealing and continues to contest liability in this matter.

Additionally, in November 2007, TNS filed cross complaints for indemnity and breach of contract against the staffing agencies, which employed many of the individuals in question. In December 2012, the trial court

 

137


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

heard cross-motions for summary judgment filed by TNS and the staffing agencies pertaining to TNS’s demand for indemnity. The court denied TNS’s motion and granted the motions filed by the staffing agencies. TNS appealed the court’s ruling, and in April 2015, the California Appellate Court reversed the trial court’s decision, vacated its award of attorneys’ fees, and instructed the trial court to reconsider its earlier ruling on TNS’s indemnity claims. In February 2017, the court denied a new motion for summary judgment filed by the staffing companies and stated that the staffing companies were liable to TNS for any damages owed to the class members that the staffing companies employed.

Based on review and analysis of the trial court’s rulings, Quanta does not believe, at this time, that it is probable this matter will result in a material loss. However, the final amount of liability, if any, payable in connection with this matter remains the subject of pending litigation and will ultimately depend on various factors, including the outcome of Quanta’s appeal of the trial court’s ruling and the solvency of the staffing agencies. Quanta believes the range of reasonably possible loss upon final resolution of this matter is up to $23 million.

SEC Notice. On March 10, 2014, the SEC notified Quanta of an inquiry into certain aspects of Quanta’s activities in certain foreign jurisdictions, including South Africa and the United Arab Emirates. The SEC also requested that Quanta take necessary steps to preserve and retain categories of relevant documents, including those pertaining to Quanta’s U.S. Foreign Corrupt Practices Act compliance program. The SEC did not allege any violations of law by Quanta or its employees. On October 27, 2016, the SEC notified Quanta that it had concluded its investigation and, based on the information received, did not intend to pursue further action in connection with this inquiry.

Sunrise Powerlink Arbitration. On April 21, 2010, PAR Electrical Contractors, Inc. (PAR), one of Quanta’s wholly owned subsidiaries, entered into a contract with SDG&E to construct a 117-mile electrical transmission line in Imperial and San Diego Counties, California, known as the Sunrise Powerlink project. In October 2013, Quanta initiated arbitration proceedings against SDG&E alleging breach of contract and seeking compensation for additional costs incurred on the project. SDG&E filed a counterclaim for breach of contract seeking damages for PAR’s alleged untimely performance. In December 2014, the parties reached an agreement to dismiss the arbitration. The settlement terms provided for a cash payment by SDG&E to PAR in the amount of $65 million, representing the final amount to compensate PAR for substantially all of the unpaid portion of PAR’s costs incurred on the project. In January 2015, payment was received and the arbitration was dismissed.

For additional information regarding other pending legal proceedings, see Collective Bargaining Agreements in this Note 15.

Concentrations of Credit Risk

Quanta is subject to concentrations of credit risk related primarily to its cash and cash equivalents and its net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of Quanta’s cash and cash equivalents are managed by what it believes to be high credit quality financial institutions. In accordance with Quanta’s investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what Quanta believes to be high quality investments, which consist primarily of interest-bearing demand deposits, money market investments, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although Quanta does not currently believe the principal amount of these investments is subject to any material risk of loss, changes in economic conditions could impact the interest income Quanta receives from these investments. In addition, Quanta grants credit under normal payment terms, generally without collateral, to

 

138


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

its customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, Quanta is subject to potential credit risk related to changes in business and economic factors throughout the United States, Canada and Australia, which may be heightened as a result of uncertain economic and financial market conditions that have existed in recent years. However, Quanta generally has certain statutory lien rights with respect to services provided. Historically, some of Quanta’s customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose Quanta to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services Quanta has performed.

At December 31, 2016 and 2015, one customer within Quanta’s Electric Power Infrastructure Services segment accounted for approximately 16% and 12% of Quanta’s consolidated net receivable position. At December 31, 2016 and 2015, the net receivable position for this customer was $277.3 million and $195.2 million, which included $175.9 million and $83.9 million of costs and estimated earnings in excess of billings on uncompleted contracts. These balances were associated with invoicing challenges and billing delays on two related electric transmission projects located in remote regions of northeastern Canada that resulted from extensive quality assurance documentation and administrative requirements. Quanta continues to work collaboratively with the customer to improve these processes. The net receivable position also includes change orders and claims that were in the process of being negotiated in the normal course of business. No other customers represented 10% or more of Quanta’s consolidated net receivable position as of December 31, 2016 or 2015. No customers represented 10% or more of Quanta’s revenues for the years ended December 31, 2016, 2015 and 2014.

Self-Insurance

As discussed in Note 2, Quanta is insured for employer’s liability, workers’ compensation, auto liability, general liability and group health claims. As of December 31, 2016 and 2015, the gross amount accrued for insurance claims totaled $218.2 million and $209.0 million, with $162.0 million and $153.5 million considered to be long-term and included in other non-current liabilities. Related insurance recoveries/receivables as of December 31, 2016 and 2015 were $8.7 million and $8.6 million, of which $0.4 million and $0.6 million were included in prepaid expenses and other current assets and $8.3 million and $8.0 million were included in other assets, net.

Letters of Credit

Certain of Quanta’s vendors require letters of credit to ensure reimbursement for amounts they are disbursing on its behalf, such as to beneficiaries under its self-funded insurance programs. In addition, from time to time, certain customers require Quanta to post letters of credit to ensure payment to its subcontractors and vendors and to guarantee performance under its contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to Quanta’s credit facility. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder demonstrates that Quanta has failed to perform specified actions. If this were to occur, Quanta would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, Quanta may also be required to record a charge to earnings for the reimbursement. Quanta does not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.

 

139


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

As of December 31, 2016, Quanta had $305.6 million in outstanding letters of credit and bank guarantees under its credit facility to secure its casualty insurance program and various contractual commitments. These are irrevocable stand-by letters of credit with maturities generally expiring at various times throughout 2017. Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent one-year periods.

Performance Bonds and Parent Guarantees

In certain circumstances, Quanta is required to provide performance bonds in connection with its contractual commitments. Quanta has indemnified its sureties for any expenses paid out under these performance bonds. These performance bonds expire at various times ranging from mechanical completion of the related projects to a period extending beyond contract completion in certain circumstances, and as such a determination of maximum potential amounts outstanding requires the use of certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon the mix and level of Quanta’s bonded operating activity. As of December 31, 2016, the total amount of the outstanding performance bonds was estimated to be approximately $3.4 billion. Quanta’s estimated maximum exposure as it relates to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of its commitments under the performance bonds generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $1.2 billion as of December 31, 2016.

Additionally, from time to time, Quanta guarantees the obligations of its wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease obligations and, in some states, obligations in connection with obtaining contractors’ licenses. Quanta is not aware of any material obligations for performance or payment asserted against it under any of these guarantees.

Employment Agreements

Quanta has various employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of Quanta, and Quanta may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined change in control events.

Collective Bargaining Agreements

Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. From time to time, Quanta is a party to grievance actions based on claims arising out of the collective bargaining agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at any time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict its union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.

 

140


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

The PPA also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

Quanta may be subject to additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. For example, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if other participating employers cease to contribute or withdraw, with the reallocation of liability being more acute in cases when a withdrawn employer is insolvent or otherwise fails to pay its withdrawal liability. Other than as described below, Quanta is not aware of any material amounts of withdrawal liability that have been incurred as a result of a withdrawal by any of Quanta’s operating units from any multiemployer defined benefit pension plans.

2011 Central States Plan Withdrawal Liability. In the fourth quarter of 2011, certain Quanta subsidiaries withdrew from the Central States Plan. This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers’ obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain Quanta subsidiaries. Because certain other Quanta subsidiaries continued participation in the Central States Plan into 2012, the Quanta subsidiaries’ withdrawals in 2011 effected only a partial withdrawal on behalf of Quanta for 2011. Quanta believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. Quanta and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain additional Quanta subsidiaries continued participation in the Central States Plan into 2012, Quanta believes that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December 30, 2012 for all Quanta subsidiaries.

In connection with the partial withdrawal in 2011, Quanta recorded a withdrawal liability of approximately $32.6 million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus Quanta’s partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided Quanta with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6 million and

 

141


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

requiring Quanta to make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court’s previous ruling which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming a partial withdrawal liability in the amount of $32.9 million.

Separately, in December 2013, the Central States Plan filed lawsuits against two of Quanta’s other subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central States Plan pursuant to the collective bargaining agreement under which it participated. Quanta argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by the Quanta subsidiary to a new industry fund created after Quanta withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended the withdrawal date for this subsidiary to at least the end of 2013. Quanta disputed these allegations on the basis that it properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which it participated and asserted that it terminated its obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in favor of Quanta. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.

The ultimate liability associated with the complete withdrawal of Quanta’s subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In March 2014, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios from 2011 through 2014 could range between $40.1 million and $55.4 million, which Quanta believes to be the range of reasonably possible loss for this matter. Additionally, based on those estimates and allowing for the exclusion of amounts believed by management to have been improperly included in such estimate, Quanta recorded an adjustment to cost of services during the three months ended March 31, 2014 to increase the recognized withdrawal liability to an amount within the range communicated to Quanta by the Central States Plan. Given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense Quanta had recognized through December 31, 2016. Although Quanta disputes the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of December 31, 2016, Quanta had made payments totaling $17.5 million toward the withdrawal liability assessment.

2013 Central States Plan Withdrawal Liability. On October 9, 2013, Quanta acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9 million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, Quanta recorded an initial liability of $4.8 million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8 million. Although Quanta continues to dispute the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of this revised Notice and Demand while the parties determine

 

142


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

the final withdrawal liability. As of December 31, 2016, payments totaling $3.5 million had been made toward the withdrawal liability assessment.

The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company’s withdrawal from the Central States Plan is not expected to have a material impact on Quanta’s financial condition, results of operations or cash flows.

Indemnities

Quanta generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject Quanta to indemnity claims and liabilities and related litigation. Additionally, in connection with certain acquisitions and dispositions, Quanta has indemnified various parties against specified liabilities that those parties might incur in the future. The indemnities under acquisition or disposition agreements are usually contingent upon the other party incurring liabilities that reach specified thresholds. As of December 31, 2016, except as otherwise set forth above in Legal Proceedings, Quanta does not believe any material liabilities for claims exist against it in connection with any of these indemnity obligations.

In the normal course of Quanta’s acquisition transactions, Quanta obtains rights to indemnification from the sellers or former owners of acquired companies for certain risks, liabilities and obligations arising from their prior operations, such as performance, operational, safety, workforce or tax issues, some of which Quanta may not have discovered during due diligence. However, the indemnities may not cover all of Quanta’s exposure for such pre-acquisition matters, and the indemnitors may be unwilling or unable to pay the amounts owed to Quanta. Accordingly, Quanta may incur expenses for which it is not reimbursed. Quanta is currently in the process of identifying certain pre-acquisition obligations associated with non-U.S. payroll taxes that may be due from a business acquired by Quanta in 2013. As of December 31, 2016, Quanta had recorded $11.4 million as its best estimate of the pre-acquisition tax obligations and a corresponding indemnification asset, as management expects to recover from the indemnity counterparties any amounts that Quanta may be required to pay in connection with any such obligations.

 

16. SEGMENT INFORMATION:

Quanta presents its operations under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally based on the broad end-user markets for Quanta’s services. See Note 1 for additional information regarding Quanta’s reportable segments.

Quanta’s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta’s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta’s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units’ predominant type of work.

Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta’s market strategies. These classifications of Quanta’s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta’s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.

 

143


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

In addition, Quanta’s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.

Summarized financial information for Quanta’s reportable segments is presented in the following table (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues:

        

Electric Power Infrastructure

   $ 4,850,495      $ 4,937,289      $ 5,302,671  

Oil and Gas Infrastructure

     2,800,824        2,635,147        2,444,558  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 7,651,319      $ 7,572,436      $ 7,747,229  
  

 

 

    

 

 

    

 

 

 

Operating income (loss):

        

Electric Power Infrastructure

   $ 395,745      $ 362,328      $ 462,985  

Oil and Gas Infrastructure

     149,502        142,929        162,797  

Corporate and non-allocated costs

     (224,434      (267,754      (196,722
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 320,813      $ 237,503      $ 429,060  
  

 

 

    

 

 

    

 

 

 

Depreciation:

        

Electric Power Infrastructure

   $ 91,269      $ 89,150      $ 76,214  

Oil and Gas Infrastructure

     67,374        65,315        57,414  

Corporate and non-allocated costs

     11,597        8,380        7,478  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 170,240      $ 162,845      $ 141,106  
  

 

 

    

 

 

    

 

 

 

Separate measures of Quanta’s assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by management to evaluate segment performance. Quanta’s fixed assets, which are held at the operating unit level, include operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across its reportable segments. As such, for reporting purposes, total depreciation expense is allocated each quarter among Quanta’s reportable segments based on the ratio of each reportable segment’s revenue contribution to consolidated revenues.

Foreign Operations

During 2016, 2015, and 2014, Quanta derived $1.59 billion, $1.54 billion and $1.89 billion, respectively, of its revenues from foreign operations. Of Quanta’s foreign revenues, approximately 75%, 85% and 82% was earned in Canada during the years ended December 31, 2016, 2015 and 2014, respectively. In addition, Quanta held property and equipment of $320.7 million and $317.6 million in foreign countries, primarily Canada, as of December 31, 2016 and 2015.

 

144


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

17. SUPPLEMENTAL CASH FLOW INFORMATION:

The net effect of changes in operating assets and liabilities, net of non-cash transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Accounts and notes receivable

   $ 144,877     $ 150,470     $ (239,159

Costs and estimated earnings in excess of billings on uncompleted contracts

     (152,702     (49,358     (73,443

Inventories

     (9,905     (33,524     (4,025

Prepaid expenses and other current assets

     25,133       5,899       (35,493

Accounts payable and accrued expenses and other non-current liabilities

     73,452       (2,486     (60,829

Billings in excess of costs and estimated earnings on uncompleted contracts

     (124,680     153,017       28,596  

Other, net

     (13,743     (11,707     (4,908
  

 

 

   

 

 

   

 

 

 

Net change in operating assets and liabilities, net of non-cash transactions

   $ (57,568   $ 212,311     $ (389,261
  

 

 

   

 

 

   

 

 

 

Additional supplemental cash flow information is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Cash (paid) received during the period for —

      

Interest paid related to continuing operations

   $ (12,828   $ (7,087   $ (3,533

Income taxes paid related to continuing operations

   $ (121,662   $ (130,921   $ (223,901

Income taxes paid related to discontinued operations

   $ (7,260   $ (144,076   $ (5,286

Income tax refunds related to continuing operations

   $ 7,548     $ 23,788     $ 7,376  

 

145


Table of Contents
Index to Financial Statements

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

18. QUARTERLY FINANCIAL DATA (UNAUDITED):

The table below sets forth the unaudited consolidated operating results by quarter for the years ended December 31, 2016 and 2015 (in thousands, except per share information).

 

     For the Three Months Ended  
     March 31,      June 30,      September 30,      December 31,  

2016:

           

Revenues

   $ 1,713,737      $ 1,792,430      $ 2,042,186      $ 2,102,966  

Gross profit

     203,313        200,217        302,582        307,688  

Net income

     20,859        16,729        74,152        88,358  

Net income attributable to common stock

     20,496        16,562        73,742        87,583  

Net income from continuing operations attributable to common stock

     20,496        16,562        73,137        88,530  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 0.13      $ 0.11      $ 0.47      $ 0.57  

2015:

           

Revenues

   $ 1,861,386      $ 1,872,340      $ 1,939,438      $ 1,899,272  

Gross profit

     237,906        227,505        235,215        223,039  

Net income (loss)

     58,185        49,565        218,956        (4,882

Net income (loss) attributable to common stock

     53,484        46,109        216,388        (5,074

Net income (loss) from continuing operations attributable to common stock

     47,689        32,007        43,176        (2,586

Earnings (loss) per share from continuing operations attributable to common stock — basic and diluted

   $ 0.22      $ 0.15      $ 0.23      $ (0.02

During the fourth quarters of 2016 and 2015, Quanta recorded total asset impairment charges of $8.0 million ($7.1 million net of tax) and $58.5 million ($44.6 million net of tax). Quanta recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value. Also included in the asset impairment charges recorded in the fourth quarter of 2015 were a $39.8 million goodwill impairment and a $12.1 million impairment related to customer relationships, trade names and non-compete agreement intangible assets. These goodwill and intangible impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

Additionally, during the third quarter of 2015, net income and net income attributable to common stock included an approximate $171 million gain on the sale, net of tax, of Quanta’s fiber optic licensing operations.

The sum of the individual quarterly earnings per share amounts may not equal year-to-date earnings per share as each period’s computation is based on the weighted average number of shares outstanding during the period.

 

146


Table of Contents
Index to Financial Statements
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in or disagreements with accountants on accounting and financial disclosure within the parameters of Item 304(b) of Regulation S-K.

 

ITEM 9A. Controls and Procedures

Attached as exhibits to this Annual Report on Form 10-K are certifications of Quanta’s Chief Executive Officer and Chief Financial Officer that are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This Item 9A. section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

Our management has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. The disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, these officers have concluded that, as of December 31, 2016, our disclosure controls and procedures were effective to provide reasonable assurance of achieving their objectives.

Evaluation of Internal Control over Financial Reporting

Management’s report on internal control over financial reporting can be found in Item 8. Financial Statements and Supplementary Data under the heading Report of Management and is incorporated herein by reference. The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the financial statements, and its opinion on the effectiveness of internal control over financial reporting, can also be found in Item 8. Financial Statements and Supplementary Data under the heading Report of Independent Registered Public Accounting Firm and is incorporated herein by reference.

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Design and Operation of Control Systems

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances

 

147


Table of Contents
Index to Financial Statements

of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

ITEM 9B. Other Information

None.

 

148


Table of Contents
Index to Financial Statements

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our 2016 fiscal year.

 

ITEM 11. Executive Compensation

The information required by this Item 11 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our 2016 fiscal year.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our 2016 fiscal year.

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our 2016 fiscal year.

 

ITEM 14. Principal Accounting Fees and Services

The information required by this Item 14 is incorporated by reference to our definitive proxy statement, which is to be filed with the SEC pursuant to the Exchange Act within 120 days following the end of our 2016 fiscal year.

 

149


Table of Contents
Index to Financial Statements

PART IV

 

ITEM 15. Exhibits and Financial Statement Schedules

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

(1) Financial Statements. Reference is made to the Index to Consolidated Financial Statements on page 85 of this Annual Report on Form 10-K.

(2) All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes to the consolidated financial statements in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

(3) Exhibits.

 

150


Table of Contents
Index to Financial Statements

EXHIBIT INDEX

 

Exhibit

No.

      

Description

    2.1      Stock Purchase Agreement dated as of November 19, 2012, among Quanta Services, Inc., Infrasource FI LLC, Dycom Industries, Inc. and PBG Acquisition III, LLC (previously filed as Exhibit 2.1 to the Company’s Form 8-K (No. 001-13831) filed November 21, 2012 and incorporated herein by reference)
    2.2      Stock Purchase Agreement dated as of April 29, 2015, among Quanta Services, Inc., CC SCN Fiber LLC, and Crown Castle International Corp. (previously filed as Exhibit 2.1 to the Company’s Form 8-K (No. 001-13831) filed May 4, 2015 and incorporated herein by reference)
    3.1      Restated Certificate of Incorporation of Quanta Services, Inc. (previously filed as Exhibit 3.3 to the Company’s Form 8-K (No. 001-13831) filed May 25, 2011 and incorporated herein by reference)
    3.2      Certificate of Designation of Series G Preferred Stock (previously filed as Exhibit 3.1 to the
Company’s Form 8-K (No. 001-13831) filed January 17, 2014 and incorporated herein by reference)
    3.3      Bylaws of Quanta Services, Inc., as amended and restated March 27, 2014 (previously filed as
Exhibit 3.1 to the Company’s Form 8-K (No. 001-13831) filed March 31, 2014 and incorporated herein by reference)
    4.1      Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/Amendment No. 2 (No. 333-42957) filed February 9, 1998 and incorporated herein by reference)
  10.1*      Quanta Services, Inc. 2007 Stock Incentive Plan (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)
  10.2*      Amendment No. 1 to the Quanta Services, Inc. 2007 Stock Incentive Plan (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed November 21, 2012 and incorporated herein by reference)
  10.3*      Form of Restricted Stock Agreement for awards to employees/consultants pursuant to the 2007 Stock Incentive Plan (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)
  10.4*      Form of Restricted Stock Agreement for awards to non-employee directors pursuant to the 2007 Stock Incentive Plan (previously filed as Exhibit 99.3 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)
  10.5*
     InfraSource Services, Inc. 2003 Omnibus Stock Incentive Plan, as amended (previously filed as Exhibit 10.5 to InfraSource Services’ Registration Statement on Form S-1 (Registration No. 333-112375) filed January 30, 2004 and incorporated herein by reference)
  10.6*      InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan, as amended (previously filed as Exhibit 10.1 to InfraSource Services’ Form 8-K (Registration No. 001-32164) filed November 14, 2006 and incorporated herein by reference)
  10.7*      Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 4.5 to the Company’s Form S-8 (No. 333-174374) filed May 20, 2011 and incorporated herein by reference)
  10.8*      Amendment No. 1 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)

 

151


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

  10.9*      Amendment No. 2 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)
  10.10*      Form of Restricted Stock Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan accommodating electronic acceptance (previously filed as Exhibit 10.12 to the Company’s Form 10-K (No. 001-13831) filed February 29, 2012 and incorporated herein by reference)
  10.11*      Form of Restricted Stock Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan accommodating electronic acceptance (previously filed as Exhibit 10.13 to the Company’s Form 10-K (No. 001-13831) filed February 29, 2012 and incorporated herein by reference)
  10.12*      Form of Restricted Stock Unit Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 8, 2013 and incorporated herein by reference)
  10.13*      Form of Restricted Stock Unit Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2013 (No. 001-13831) filed May 8, 2013 and incorporated herein by reference)
  10.14*      Form of Restricted Stock Unit Award Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan (Settled in Stock Unless Cash Settlement Elected) (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2015 (No. 001-13831) filed August 10, 2015 and incorporated herein by reference)
  10.15*      Form of Performance Unit Award Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 7, 2014 and incorporated herein by reference)
  10.16*      Form of Restricted Stock Unit Award Agreement for awards with performance condition(s) to employee/consultant pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2016 (No. 001-13831) filed May 10, 2016 and incorporated herein by reference
  10.17*      Employment Agreement dated September 1, 2016, effective as of March 14, 2016, by and between Quanta Services, Inc. and Earl C. Austin, Jr. (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed September 8, 2016 and incorporated herein by reference)
  10.18*      Employment Agreement dated March 29, 2012, effective as of May 17, 2012, by and between Quanta Services, Inc. and Derrick A. Jensen (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed April 2, 2012 and incorporated herein by reference)
  10.19*      Employment Agreement dated March 4, 2014, effective as of January 6, 2014, by and between Quanta Services, Inc. and Jesse E. Morris (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2014 (No. 001-13831) filed May 8, 2014 and incorporated herein by reference)
  10.20*      Employment Agreement dated March 24, 2011, effective as of May 19, 2011, by and between Quanta Services, Inc. and James F. O’Neil III (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 25, 2011 and incorporated herein by reference)
  10.21*      Separation Agreement and General Release of All Claims dated March 14, 2016 between James F. O’Neil III and Quanta Services, Inc. (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 15, 2016 and incorporated herein by reference)
  10.22*      Quanta Services, Inc. Senior Leadership Annual Incentive Plan 2016 and Quanta Services, Inc. Senior Leadership Long-Term Incentive Plan 2016 (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 30, 2016 and incorporated herein by reference)

 

152


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

  10.23*      Director Compensation Summary effective as of the 2015 Annual Meeting of the Board of Directors (previously filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2015 (No. 001-13831) filed May 8, 2015 and incorporated herein by reference)
  10.24*^      Director Compensation Summary effective as of the 2017 Annual Meeting of the Board of Directors
  10.25*^      Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan dated effective January 1, 2017
  10.26*      Restricted Stock Unit Deferral Election Form, pursuant to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2013 (No. 001-13831) filed May 8, 2013 and incorporated herein by reference)
  10.27*^      Quanta Services, Inc. Nonqualified Deferred Compensation Plan, as restated effective January 1, 2017, including the Nonqualified Deferred Compensation Plan Adoption Agreement
  10.28*      Form of Amended and Restated Indemnity Agreement (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed January 31, 2012 and incorporated herein by reference)
  10.29      Fourth Amended and Restated Credit Agreement, dated as of December 18, 2015, among Quanta Services, Inc. and certain subsidiaries of Quanta Services, Inc., as Borrowers, certain subsidiaries of Quanta Services, Inc. identified therein as Guarantors, Bank of America, N.A., as Administrative Agent, Domestic Swing Line Lender and an L/C Issuer, and the other Lenders party thereto (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference)
  10.30      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 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)
  10.31      Fourth Amended and Restated Security Agreement, dated as of December 18, 2015, among Quanta Services, Inc., the other Debtors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference)
  10.32      Fourth Amended and Restated Pledge Agreement, dated as of December 18, 2015, among Quanta Services, Inc., the other Pledgors identified therein, and Bank of America, N.A., as Administrative Agent for the ratable benefit of the Secured Parties (previously filed as Exhibit 99.3 to the Company’s Form 8-K (No. 001-13831) filed December 23, 2015 and incorporated herein by reference)
  10.33      Assignment and Assumption Agreement dated as of August 30, 2007, by and between InfraSource Services, Inc. and Quanta Services, Inc. (previously filed as Exhibit 10.3 to Quanta’s Form 8-K (001-13831) filed September 6, 2007 and incorporated herein by reference)
  10.34     

Underwriting, Continuing Indemnity and Security Agreement dated as of March 14, 2005 by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein, in favor of Federal Insurance Company (previously filed

as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference)

 

153


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

  10.35      Intercreditor Agreement dated March 14, 2005 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 16, 2005 and incorporated herein by reference)
  10.36      First Amendment to Intercreditor Agreement dated December 3, 2012 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)
  10.37      Joinder Agreement and Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of November 28, 2006, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed December 4, 2006 and incorporated herein by reference)
  10.38      Second Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of January 9, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.34 to the Company’s Form 10-K for the year ended December 31, 2007 (No. 001-13831) filed February 29, 2008 and incorporated herein by reference)
  10.39      Joinder Agreement and Third Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 19, 2008, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2011 (No. 001-13831) filed February 29, 2012 and incorporated herein by reference)
  10.40      Joinder Agreement and Fourth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of March 31, 2009, among American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Federal Insurance Company, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed April 1, 2009 and incorporated herein by reference)
  10.41      Joinder Agreement and Fifth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of May 17, 2012, among Federal Insurance Company, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2012 (No. 001-13831) filed August 8, 2012 and incorporated herein by reference)

 

154


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

  10.42      Sixth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 3, 2012, among Federal Insurance Company, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, The Insurance Company of the State of Pennsylvania, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, Safeco Insurance Company of America, Quanta Services, Inc., and the other Indemnitors identified therein (previously filed as Exhibit 10.32 to the Company’s Form 10-K for the year ended December 31, 2012 (No. 001-13831) filed March 1, 2013 and incorporated herein by reference)
  21.1ˆ      Subsidiaries
  23.1ˆ      Consent of PricewaterhouseCoopers LLP
  31.1ˆ      Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2ˆ      Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1†      Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSˆ      XBRL Instance Document
101.SCHˆ      XBRL Taxonomy Extension Schema Document
101.CALˆ      XBRL Taxonomy Extension Calculation Linkbase Document
101.LABˆ      XBRL Taxonomy Extension Label Linkbase Document
101.PREˆ      XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFˆ      XBRL Taxonomy Extension Definition Linkbase Document

 

* Management contracts or compensatory plans or arrangements
ˆ Filed with this Annual Report on Form 10-K
Furnished with this Annual Report on Form 10-K

 

ITEM 16. Form 10-K Summary.

Not applicable.

 

155


Table of Contents
Index to Financial Statements

SIGNATURES

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 March 1, 2017.

 

QUANTA SERVICES, INC.
By:    

/s/ EARL C. AUSTIN, JR.

 

Earl C. Austin, Jr.

President, Chief Executive Officer

and Chief Operating Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Earl C. Austin, Jr. and Derrick A. Jensen, 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 March 1, 2017.

 

Signature

  

Title

/s/ EARL C. AUSTIN, JR.

Earl C. Austin, Jr.

  

President, Chief Executive Officer, Chief Operating Officer and Director

(Principal Executive Officer)

/s/ DERRICK A. JENSEN

Derrick A. Jensen

  

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

/s/ DOYLE N. BENEBY

Doyle N. Beneby

   Director

/s/ J. MICHAL CONAWAY

J. Michal Conaway

   Director

/s/ VINCENT D. FOSTER

Vincent D. Foster

   Director

/s/ BERNARD FRIED

Bernard Fried

   Director

/s/ WORTHING F. JACKMAN

Worthing F. Jackman

   Director

 

156


Table of Contents
Index to Financial Statements

Signature

  

Title

/s/ DAVID M. McCLANAHAN

David M. McClanahan

   Director

/s/ BRUCE RANCK

Bruce Ranck

   Chairman of the Board of Directors

/s/ MARGARET B. SHANNON

Margaret B. Shannon

   Director

/s/ PAT WOOD, III

Pat Wood, III

   Director

 

157


Table of Contents
Index to Financial Statements

EXHIBIT INDEX

 

Exhibit

No.

      

Description

2.1    

     Stock Purchase Agreement dated as of November 19, 2012, among Quanta Services, Inc., Infrasource FI LLC, Dycom Industries, Inc. and PBG Acquisition III, LLC (previously filed as Exhibit 2.1 to the Company’s Form 8-K (No. 001-13831) filed November 21, 2012 and incorporated herein by reference)

2.2    

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

3.1    

     Restated Certificate of Incorporation of Quanta Services, Inc. (previously filed as Exhibit 3.3 to the Company’s Form 8-K (No. 001-13831) filed May 25, 2011 and incorporated herein by reference)

3.2    

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

3.3    

     Bylaws of Quanta Services, Inc., as amended and restated March 27, 2014 (previously filed as
Exhibit 3.1 to the Company’s Form 8-K (No. 001-13831) filed March 31, 2014 and incorporated herein by reference)

4.1    

     Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/Amendment No. 2 (No. 333-42957) filed February 9, 1998 and incorporated herein by reference)

10.1*  

     Quanta Services, Inc. 2007 Stock Incentive Plan (previously filed as Exhibit 99.1 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)

10.2*  

     Amendment No. 1 to the Quanta Services, Inc. 2007 Stock Incentive Plan (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed November 21, 2012 and incorporated herein by reference)

10.3*  

     Form of Restricted Stock Agreement for awards to employees/consultants pursuant to the 2007 Stock Incentive Plan (previously filed as Exhibit 99.2 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)

10.4*  

     Form of Restricted Stock Agreement for awards to non-employee directors pursuant to the 2007 Stock Incentive Plan (previously filed as Exhibit 99.3 to the Company’s Form 8-K (No. 001-13831) filed May 29, 2007 and incorporated herein by reference)

10.5*  

     InfraSource Services, Inc. 2003 Omnibus Stock Incentive Plan, as amended (previously filed as Exhibit 10.5 to InfraSource Services’ Registration Statement on Form S-1 (Registration No. 333-112375) filed January 30, 2004 and incorporated herein by reference)

10.6*  

     InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan, as amended (previously filed as Exhibit 10.1 to InfraSource Services’ Form 8-K (Registration No. 001-32164) filed November 14, 2006 and incorporated herein by reference)

10.7*  

     Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 4.5 to the Company’s Form S-8 (No. 333-174374) filed May 20, 2011 and incorporated herein by reference)

10.8*  

     Amendment No. 1 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)

 

158


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

10.9*    

     Amendment No. 2 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)

10.10*  

     Form of Restricted Stock Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan accommodating electronic acceptance (previously filed as Exhibit 10.12 to the Company’s Form 10-K (No. 001-13831) filed February 29, 2012 and incorporated herein by reference)

10.11*  

     Form of Restricted Stock Agreement for awards to non-employee directors pursuant to the 2011 Omnibus Equity Incentive Plan accommodating electronic acceptance (previously filed as Exhibit 10.13 to the Company’s Form 10-K (No. 001-13831) filed February 29, 2012 and incorporated herein by reference)

10.12*  

     Form of Restricted Stock Unit Agreement for awards to employees/consultants pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 8-K (No. 001-13831) filed March 8, 2013 and incorporated herein by reference)

10.13*  

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

10.14*  

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

10.15*  

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

10.16*  

     Form of Restricted Stock Unit Award Agreement for awards with performance condition(s) to employee/consultant pursuant to the 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2016 (No. 001-13831) filed May 10, 2016 and incorporated herein by reference

10.17*  

     Employment Agreement dated September 1, 2016, effective as of March 14, 2016, by and between Quanta Services, Inc. and Earl C. Austin, Jr. (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed September 8, 2016 and incorporated herein by reference)

10.18*  

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

10.19*  

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

10.20*  

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

10.21*  

     Separation Agreement and General Release of All Claims dated March 14, 2016 between James F. O’Neil III and Quanta Services, Inc. (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 15, 2016 and incorporated herein by reference)

 

159


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

10.22*  

     Quanta Services, Inc. Senior Leadership Annual Incentive Plan 2016 and Quanta Services, Inc. Senior Leadership Long-Term Incentive Plan 2016 (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed March 30, 2016 and incorporated herein by reference)

10.23*  

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

10.24*^

     Director Compensation Summary effective as of the 2017 Annual Meeting of the Board of Directors

10.25*^

     Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan dated effective January 1, 2017

10.26*  

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

10.27*^

     Quanta Services, Inc. Nonqualified Deferred Compensation Plan, as restated effective January 1, 2017, including the Nonqualified Deferred Compensation Plan Adoption Agreement

10.28*  

     Form of Amended and Restated Indemnity Agreement (previously filed as Exhibit 10.1 to the Company’s Form 8-K (No. 001-13831) filed January 31, 2012 and incorporated herein by reference)

10.29    

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

10.30    

     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 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)

10.31    

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

10.32    

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

10.33    

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

 

160


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

10.34  

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

10.35  

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

10.36  

     First Amendment to Intercreditor Agreement dated December 3, 2012 by and between Federal Insurance Company and Bank of America, N.A., as Lender Agent on behalf of the other Lender Parties (under the Company’s Credit Agreement, as amended) and agreed to by Quanta Services, Inc. and the subsidiaries and affiliates of Quanta Services, Inc. identified therein (previously filed as Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)

10.37  

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

10.38  

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

10.39  

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

10.40  

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

 

161


Table of Contents
Index to Financial Statements

Exhibit

No.

      

Description

10.41  

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

10.42  

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

21.1ˆ  

     Subsidiaries

23.1ˆ  

     Consent of PricewaterhouseCoopers LLP

31.1ˆ  

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

31.2ˆ  

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

32.1†  

     Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INSˆ

     XBRL Instance Document

101.SCHˆ

     XBRL Taxonomy Extension Schema Document

101.CALˆ

     XBRL Taxonomy Extension Calculation Linkbase Document

101.LABˆ

     XBRL Taxonomy Extension Label Linkbase Document

101.PREˆ

     XBRL Taxonomy Extension Presentation Linkbase Document

101.DEFˆ

     XBRL Taxonomy Extension Definition Linkbase Document

 

* Management contracts or compensatory plans or arrangements
ˆ Filed with this Annual Report on Form 10-K
Furnished with this Annual Report on Form 10-K

 

162

EX-10.24 2 d295903dex1024.htm EX-10.24 EX-10.24

Exhibit 10.24

 

 

LOGO

Director Compensation Summary

(to be effective as of the May 2017 Annual Meeting of the Board of Directors)

At every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such elected or re-elected non-employee director shall receive, (i) an annual award of restricted stock units (RSUs) having a value of $150,000, and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which such non-employee director is appointed:

 

     Annual
Membership
Cash Retainer
     Annual Cash Retainer
Supplement for
Committee Chairmanship
 

Board of Directors

   $ 85,000        N/A  

Audit Committee

   $ 15,000      $ 20,000  

Compensation Committee

   $ 10,000      $ 15,000  

Governance and Nominating Committee

   $ 10,000      $ 15,000  

Investment Committee

   $ 10,000      $ 15,000  

Upon initial appointment to the Board of Directors other than at an annual meeting of stockholders, each such initially appointed non-employee director shall receive, for the period from the appointment through the end of the director service year during which the appointment is made, a pro rata portion of such RSU award and applicable cash retainers.

Upon the appointment of any non-employee director as Chairman of the Board, the non-employee director so appointed shall receive additional annual compensation in the amount of $180,000, of which 50% shall be payable in cash, and 50% shall be payable in RSUs; provided, however, that any non-employee director so appointed other than immediately following the annual meeting of stockholders shall receive a pro rata portion thereof for the period from the appointment through the end of the director service year.

Unless the director’s board service is earlier terminated, restricted stock or RSUs awarded to non-employee directors will vest on May 28th following conclusion of the director service year; provided, however, that subject to the terms of applicable award agreements, unvested restricted stock or RSUs held by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding a re-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s Bylaws, will vest in full on the earlier of (a) May 28th following conclusion of the director service year or (b) the date of such non-employee director’s termination of service. Subject to the terms of applicable award agreements, RSUs will be settled in shares of Quanta common stock, provided that non-employee directors may elect to settle up to 50% of any RSU award in cash if the non-employee director is in compliance with applicable stock ownership guidelines as of the date of settlement of such RSUs and is expected to continue to be in compliance with applicable stock ownership guidelines immediately following such cash settlement of RSUs.


Each non-employee director shall receive a fee for attendance at each meeting of the Board of Directors or any committee in excess of the number of meetings per director service year specified below as follows:

 

     Fee for Meetings
in Excess of the
Following Number
Per Service Year:
   Physical
Meeting
     Telephonic
Meeting
 

Board of Directors

   9    $ 2,000      $ 1,000  

Audit Committee

   9    $ 1,000      $ 500  

Compensation Committee

   9    $ 1,000      $ 500  

Governance and Nominating Committee

   9    $ 1,000      $ 500  

Investment Committee

   9    $ 1,000      $ 500  

Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta.

Notwithstanding anything herein to the contrary, directors who also are employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors.

Revised December 1, 2016, to be effective May 24, 2017

EX-10.25 3 d295903dex1025.htm EX-10.25 EX-10.25

Exhibit 10.25

QUANTA SERVICES, INC.

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

Effective January 1, 2017

Article 1 - Introduction

The purpose of the Plan is to provide an opportunity for directors of the Company who are not employees of the Company or a Subsidiary the ability to defer any Eligible Director Fees. Participants in the Plan are permitted to defer all or a portion of their Eligible Director Fees under the Plan, in accordance with the terms and conditions described herein. The Company believes that the Plan enhances its ability to attract and retain directors of outstanding competence.

This Plan is intended to comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. To the extent that any payment or benefit hereunder is subject to Section 409A, it shall be paid in a manner that will comply with Section 409A.

Capitalized terms used in the Introduction shall have the meaning set forth in Article 2 of the Plan.

Article 2 - Definitions

 

2.1 Account – means, with respect to each Participant, the separate recordkeeping account maintained within the Trust for a Participant which shall reflect any Eligible Director Fees deferred under the Plan pursuant to Article 5 hereof and any earnings (positive or negative) thereon, as determined in accordance with Article 5 hereof.

 

2.2 Affiliate – means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or, indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

 

2.3 Award Date – means the date that Eligible Director Fees would otherwise be paid to a Participant if the Participant did not elect to participate in the Plan.

 

2.4 Beneficiary – means a beneficiary or beneficiaries designated by the Participant under Article 7.

 

2.5 Board – means the Board of Directors of the Company.


2.6 Change in Control – means, and shall be deemed to have occurred upon, any of the following events, provided that such an event is a Change in Control Event within the meaning of Code Section 409A:

 

  (i) A person or group acquires more than 50% of the total fair market value or voting power of the stock of the Company;

 

  (ii) A person or group acquires ownership of stock of the Company with at least 30% of the total voting power of the Company;

 

  (iii) A person or group acquires assets from the Company having a total fair market value of at least 40% of the value of all assets of the Company immediately prior to the acquisition; and

 

  (iv) A majority of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the board as constituted prior to the appointment or election..

 

2.7 Code – means the Internal Revenue Code of 1986, as amended from time to time.

 

2.8 Committee – means the Compensation Committee of the Board. If the Board removes the Committee for any reason, “Committee” means the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3, such noncompliance shall not affect the validity of the Plan or any interpretations or other actions of the Committee.

 

2.9 Company – means Quanta Services, Inc., a corporation organized under the laws of the State of Delaware (or any successor).

 

2.10 Default Investment Option – means the investment option selected by the Committee or its delegate in which a Participant’s account shall be invested in the absence of the Participant’s election otherwise.

 

2.11 Deferral Agreement – means an agreement executed by a Participant setting forth his or her election to defer receipt of his or her Eligible Director Fees and an authorization for the Company to credit such amount to a book entry Account maintained by the Company on behalf of the Participant. A Deferral Agreement shall contain such provisions, consistent with the provisions of the Plan, as may be established from time to time by the Company or Committee.

 

2.12 Disability – means the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that covers such person, or if such a plan does not exist at any relevant time, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual is totally and permanently disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

 

2.13 Effective Date – means the effective date of the Plan as provided in Section 9.10.

 

2


2.14 Eligible Director Fees – means (i) the Participant’s annual cash retainer, and (ii) any other amounts determined by the Committee in its sole discretion consistent with Section 409A. Eligible Director Fees shall not include expense reimbursements.

 

2.15 Exchange Act – means the Securities Exchange Act of 1934, as amended.

 

2.16 Participant – means a director of the Company who satisfies the eligibility requirements under Article 4 of the Plan and elects to participate in the Plan in accordance with its terms.

 

2.17 Plan – means the Quanta Services, Inc. Non-Employee Director Deferred Compensation Plan, as amended from time to time.

 

2.18 Plan Year – means the calendar year.

 

2.19 Rule 16b-3 – means the “short-swing” profit recovery rule pursuant to Rule 16b-3 promulgated under Section 16(b) of the Exchange Act or any successor provision.

 

2.20 Section 409A – means Section 409A of the Code, including the final regulations promulgated thereunder or any other guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto.

 

2.21 Separation from Service – means a “separation from service” (as defined in Section 409A) as a director of the Company for any reason whatsoever, including, but not limited to, death, retirement, resignation, Disability, and dismissal (with or without cause).

 

2.22 Service Period – means (a) with respect to a director who is initially elected, re-elected or remains a director at the annual meeting of the stockholders (the “Annual Meeting”), the period from the Annual Meeting through the day preceding the subsequent Annual Meeting, and (b) with respect to a director who is appointed to the Board other than at an Annual Meeting, the period from the date of the appointment through the day preceding the subsequent Annual Meeting.

 

2.23 Subsidiary – means any “subsidiary corporation” within the meaning of Section 424(f) of the Code. An entity shall be deemed a Subsidiary of the Company only for such periods as the requisite ownership relationship is maintained.

 

2.24 Trust – means the grantor trust established for the purpose of holding and investing Eligible Director Fees deferred by Participants.

 

2.25

Unforeseeable Emergency – means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, or of a spouse, a Beneficiary, or a dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code) of the Participant, uninsured loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances constituting an unforeseeable emergency shall depend on the facts of each case, but in any event, shall not be made to the extent that such emergency is or may be relieved: (a)

 

3


  through liquidation or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (c) by cessation of deferrals under this Plan. In addition to the requirements set forth in clauses (a), (b), and (c) above, as a precondition to an unforeseen emergency, a Participant must have obtained all distributions, other than hardship distributions of salary reduction contributions under a cash-or-deferred arrangement maintained by any employer pursuant to a plan qualified under Section 401(a) of the Code which contains a cash-or-deferred arrangement and other than amounts available under another nonqualified deferred compensation plan due to the unforeseeable emergency. This definition is intended to comply with Section 409A.

Article 3 - Administration

 

3.1 The Plan shall be administered by the Committee. The Committee may select an administrator or any other person to whom its duties and responsibilities hereunder may be delegated. The Committee shall have full power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, and to take all actions in connection therewith or in relation thereto as it deems necessary or advisable. All interpretations, determinations and decisions of the Committee shall be made in its sole and absolute discretion based on the Plan document and shall be final, conclusive and binding on all parties with respect to all matters relating to the Plan.

 

3.2 The Committee may employ such legal counsel, consultants, brokers and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant, broker or agent. The Committee may, in its sole discretion, designate an agent to administer the Plan, keep records, send Account statements to Participants and to perform other duties relating to the Plan, as the Committee may request from time to time.

 

3.3

The Company shall, to the fullest extent permitted by law and the Certificate of Incorporation and By-laws of the Company, and, to the extent not covered by insurance, indemnify each director or employee of the Company and its Subsidiaries (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company or a Subsidiary, except in instances where any such person engages in fraud or acts in bad faith. To the extent permitted by law, such right of indemnification shall include the right to be paid by the Company for expenses incurred or reasonably anticipated to be incurred in defending any such suit, action or proceeding in advance of its disposition; provided, however, that the payment of expenses in advance

 

4


  of the settlement or final disposition of a suit, action or proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified hereunder. Such indemnification shall be in addition to any rights of indemnification the person may have as a director or employee or under the Certificate of Incorporation of the Company or the By-Laws of the Company. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company.

Article 4 - Eligibility

Any director of the Company who is not an active employee of the Company or any of its Subsidiaries shall be eligible to participate in the Plan.

Article 5 - Timing and Manner of Deferrals

 

5.1 Timing of Deferral Elections

No later than December 31 of a Plan Year, each Participant may voluntarily elect to defer all or a portion of his or her Eligible Director Fees to be earned with respect to services performed by a Participant on behalf of the Company for the Service Period commencing in the following Plan Year in accordance with Section 6.2, as elected in a Deferral Agreement. Notwithstanding the foregoing, if a Participant first becomes eligible to participate in the Plan during a Plan Year, such Participant may elect to participate in the Plan with respect to Eligible Director Fees that would otherwise be earned for services performed during the Service Period commencing in that Plan Year no later than 30 days following the date such director first becomes a Participant; provided, however, that such election shall apply only to Eligible Director Fees earned for services performed subsequent to the date on which a valid Deferral Agreement is received by the Committee from the Participant.

An election to defer restricted stock units (RSUs) into the Plan must be made by one of the following deadlines: (i) the end of the calendar year prior to the date of grant of the RSU; (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the original payment date); (iii) within 30 days of the date of grant (but only if the RSU is structured so that vesting is contingent on the Participant performing services for at least an additional 12 months); or (iv) within 6 months of the payment (vesting) date, but only if the RSU is performance-based under Code Section 409A, and only if the performance period must be at least 12 months long and either: (a) the amount of the compensation cannot be reasonably ascertained at the time of the election, or (b) the performance requirement is still not substantially certain to be met at the time of the election. If the Committee allows for deferral of RSUs structured so that a specified portion of the RSU grant vests periodically (for example, an RSU grant over a four-year period vesting 25% annually), then the election to defer may be made separately with respect to each portion of the grant that vests in a given year, if permitted by the Committee. However, each election for each portion of the grant must be made either: (i) within thirty days of the date of

 

5


grant or each anniversary thereof, and only if the RSU is structured so that vesting is contingent on the employee performing services for at least an additional 12 months subsequent to the election; or (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the previous payment date.

With respect to any Plan Year, a Deferral Agreement is irrevocable on and after the date the Deferral Agreement must be submitted to the Committee in accordance with procedures established by the Committee, and is valid solely for the Service Period commencing in the Plan Year to which the election relates. If no new Deferral Agreement is timely made or filed in accordance with procedures established by the Committee with respect to the Service Period commencing in any subsequent Plan Year, Eligible Director Fees earned during the Service Period commencing in the subsequent Plan Year may not be deferred under the Plan.

 

5.2 Amount of Deferral

A Participant may voluntarily elect to defer all or a portion of his or her Eligible Director Fees in 5% increments, as elected by the Participant in a Deferral Agreement. A Participant may make separate elections with respect to his annual cash retainer and any grant of RSUs for a Plan Year.

 

5.3 Trust and Individual Accounts.

Eligible Directors Fees deferred by Participants pursuant to Section 5.1 shall be deposited into the Trust. As long as the Company remains solvent, the Trust cannot divert any funds held in the Trust for any purpose other than the payment of benefits under the Plan, expenses of administration of the Plan or taxes incurred under the Plan. Upon a Change in Control, the Trust shall be fully funded. All funds held in the Trust are subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. Each Participant’s deferred Eligible Director Fees shall be held in separate recordkeeping Accounts within the Trust.

 

5.4 Returns on Accounts.

A Participant’s Account shall be credited with returns according to the performance of the investment choices selected by the Participant from time to time, from among the investment choices made available by the Committee, subject to the following:

 

  (a) The Committee shall have no obligation to provide any investment choice to Participants, other than the Default Investment Option.

 

  (b) Participants may allocate their Accounts among the investment choices available under the Plan only in whole percentages.

 

  (c)

The rate of return, positive or negative, credited under each investment choice is based upon the actual investment performance of the investment choice and shall equal the total return of such investment net of asset based charges, including, without limitation, money management fees, fund expenses and mortality and

 

6


  expense risk insurance contract charges. The Committee reserves the right, on a prospective basis, to add to, or delete from, the investment choices available under the Plan.

 

  (d) Each Participant’s Account shall be allocated to the Default Investment Option, unless and until the Participant makes an affirmative investment choice otherwise from among the other investment choices, if any, available under the Plan.

 

  (e) Notwithstanding the rates of return credited to a Participant’s Accounts under the applicable investment choices, the Committee shall not be obligated to invest any portion of a Participant’s Account in such investment choices.

 

5.5 Changes in Investment Choices.

A Participant may change the investment choices in which his Account is invested at such times and through such means as determined by the Committee. Each such change may include (a) reallocation of the Participant’s existing Account in whole percentages, and/or (b) change in investment allocation of amounts to be credited to the Participant’s Account in the future, as the Participant may elect. The Committee may establish rules and procedures for administering deemed investment choice selections.

 

5.6 Valuation of Accounts.

The value of a Participant’s Account as of any date shall equal the amounts theretofore credited to such Account, including any earnings (positive or negative) deemed to be earned on such Account in accordance with Section 5.3 through the day preceding such date, less the amounts theretofore deducted from such Account. The Participant’s Account shall be reduced by the amount of payments made by the Company to the Participant or the Participant’s Beneficiary pursuant to this Plan.

Article 6 - Vesting and Distribution

 

6.1 Vesting

A Participant’s Account shall be fully vested at all times.

 

6.2 Distribution of Account

 

  (a)

General. With respect to any Participant who has a Separation from Service, an amount equal to the Participant’s Account balance shall be distributed to the Participant (or, in the case of the Participant’s death, to the Participant’s Beneficiary), in the form of a single lump sum payment or in the form of installment payments as elected by the Participant in the Deferral Agreement for the Plan Year to which such amounts relate. Subject to subsection 9.11 hereof, distribution of a Participant’s Account shall be made or begin within the 90-day period following the Participant’s Separation from Service, or if elected by the Participant in the Deferral Agreement for the Plan Year to which any such amounts relate, 1 or 2 years following the Participant’s Separation from Service (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable).

 

7


  Notwithstanding any provision of the Plan to the contrary, for purposes of this subsection, a Participant’s Account shall be valued as of a Valuation Date as soon as administratively feasible preceding the date such distribution is made, in accordance with rules established by the Committee. A Participant’s Account may be offset by any amounts owed by the Participant to the Company, but such offset shall not occur in excess of or prior to the date distribution of the amount would otherwise be made to the Participant, and shall only be made if such offset complies with Code Section 409A.

 

  (b) In-Service Distributions. Notwithstanding the foregoing, a Participant may elect, in accordance with this subsection and procedures established by the Committee, a distribution date for his Account that is prior to his Separation from Service (an “In-Service Distribution”). A Participant’s election of an In-Service Distribution date must: (i) be made at the time of his Deferral Agreement for a Plan Year; and (ii) apply only to amounts deferred pursuant to that election, and any earnings, gains, losses, appreciation, and depreciation credited thereto or debited therefrom with respect to such amounts. Payments made pursuant to an In-Service Distribution election shall be made in a lump sum or installments. Each such payment shall be made as soon as administratively feasible following January 1 of the calendar year in which the payment was elected to be made, but in no event later than the end of the calendar year in which the payment was elected to be made (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable). For purposes of such payment, the value of the Participant’s Accounts for the applicable Plan Year shall be determined as of a Valuation Date preceding the date that such distribution is made, in accordance with rules established by the Committee. In the event a Participant’s Separation from Service occurs prior to the date the Participant had previously elected to have any In-Service Distribution payment (including any installment payment) made to him, such amount shall be paid to the Participant under the rules applicable for payment on Separation from Service in accordance with this Section 6.2. Participants must make an affirmative election with respect to payment of their In-Service Distributions, and no default or evergreen election shall be allowed with respect to In-Service Distributions.

 

  (c) Installment Distributions. A Participant may elect to receive payments from his Account in the form of a single lump sum, as described in Section 6.2(a), or in annual installments over a period consisting of at least 2 but not more than 15 years. To the extent a Participant fails to make an election, the Participant shall be deemed to have elected to receive his distribution of amounts deferred under the Plan for that Plan Year in the form of a single lump sum.

 

  (i) Installment Elections. A Participant will be required to make his distribution election for amounts deferred under the Plan with respect to such Plan Year prior to the commencement of each Plan Year, or such earlier date as determined by the Committee.

 

8


  (ii) Installment Payments. The first installment payment shall generally be within the 90-day period following the Participant’s Separation from Service (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable). Succeeding payments shall generally be made by January 1 of each succeeding calendar year, but in no event later than the end of each succeeding calendar year (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable). The amount to be distributed in each installment payment shall be determined by dividing the value of the Participant’s Account being paid in installments as of a Valuation Date preceding the date of each distribution by the number of installment payments remaining to be made, in accordance with rules established by the Committee. In the event of the death of the Participant prior to the full payment of his Account being paid in installments, payments will continue to be made to his Beneficiary in the same manner and at the same time as would have been payable to the Participant..

 

  (iii)

Election Changes. Participants who have elected payment in installments may make a subsequent election to elect payment of that amount in the form of a lump sum, if payment of installments with respect to that year’s deferrals has not yet commenced. Such election must be made in accordance with procedures established by the Committee, and any such election must be made no later than 12 calendar months prior to the originally elected payment date of the first installment. The new payment date for the installment with respect to which such election is made must be deferred to the later of: (i) five years from the date such payment would otherwise have been made, or (ii) the last payment date of the last installment with respect to that Plan Year’s deferrals. Participants who have elected payment in installments may make a subsequent election to change the number of such installment payments so long as no acceleration of distribution payments occurs (but no fewer than the minimum number, and not to exceed the maximum number of installments established by the Committee in its discretion), if payment of installments with respect to that Plan Year’s Deferral Agreement has not yet commenced. Such election must be made in accordance with procedures established by the Committee, and any such election must be made no later than 12 calendar months prior to the originally elected payment date of the first installment. The new payment date for all installments subject to the Plan Year’s Deferral Agreement for which the election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made. In the event payment has been elected by the Participant in the form of a lump sum (or in the event payment shall be made to the Participant in the form of a lump sum under

 

9


  the terms of the Plan in the absence of or in lieu of the Participant’s election), then the lump sum form shall be deemed to be a separately identifiable form of payment, and the Participant may make a subsequent deferral election to elect payment of that amount in the form of installments in accordance with the procedures described above for changing installment payment elections. Participants will be permitted to make such a change only once with respect to any Plan Year’s Deferral Agreement.

 

6.3 Unforeseeable Emergency

If a Participant suffers an Unforeseeable Emergency, as defined herein, the Committee, in its sole discretion, may pay as soon as administratively feasible to the Participant only that portion, if any, of his or her account that the Committee determines is necessary to satisfy the emergency need, including any amount necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution. A Participant requesting an emergency payment pursuant to this Section 6.3 shall apply for the payment in writing in a form approved by the Committee, shall provide such additional information as the Committee may require, and shall abstain from participating in any decision by the Committee concerning his or her request.

Article 7 - Designation of Beneficiary

Each Participant from time to time may designate any individual, trust, charity or other person or persons to whom the value of the Participant’s Account will be paid in the event the Participant dies before receiving the value of his Account. A Beneficiary designation must be made in the manner required by the Committee for this purpose. Primary and secondary Beneficiaries are permitted. Payments to the Participant’s Beneficiary(ies) shall be made in accordance with Article 6, after the Committee has received proper notification of the Participant’s death.

A Beneficiary designation will be effective only when the Beneficiary designation is filed with the Committee while the Participant is alive, and a subsequent Beneficiary designation will cancel all of the Participant’s Beneficiary designations previously filed with the Committee. Any designation or revocation of a Beneficiary shall be effective as only if it is received by the Committee. Once received, such designation shall be effective as of the date the designation was executed, but without prejudice to the Committee on account of any payment made before the change is recorded by the Committee. If a Beneficiary dies before payment of the Participant’s Account has been made, the Participant’s Account shall be distributed in accordance with the Participant’s Beneficiary designation and pursuant to rules established by the Committee. If a deceased Participant failed to designate a Beneficiary, or if the designated Beneficiary predeceases the Participant, the value of the Participant’s Account shall be payable to the Participant’s Spouse or, if there is none, to the Participant’s estate, or in accordance with such other equitable procedures as determined by the Committee.

Article 8 - Amendment or Termination of Plan

The Company reserves the right to amend, terminate or freeze the Plan at any time, subject to the requirements of Section 409A, by action of its Board (or a duly authorized committee thereof) or

 

10


the Committee, provided that no such action shall adversely affect a Participant’s rights under the Plan with respect to Eligible Director Fees that have been deferred before the date of such action. Upon termination of the Plan, the Company may, in its sole discretion, pursuant to Section 1.409A-3(j)(4)(ix) of the Treasury Regulations (regarding plan termination and liquidations), elect to distribute a Participant’s Account in its entirety within the period of time prescribed by Section 1.409A-3(j)(4)(ix) of the Treasury Regulations. Upon freezing of the Plan, all Eligible Director Fees deferred under the Plan prior to freezing shall continue to be held under the Plan in accordance with Section 6.2.

Article 9 - Miscellaneous Provisions

 

9.1 Withholding

To the extent legally required, participation in the Plan is subject to any legally required tax withholding with respect to a Participant’s participation in the Plan (including, without limitation, any distributions from the Plan).

 

9.2 Notices

Any notice required or permitted to be given by the Company or the Committee pursuant to the Plan shall be deemed given when personally delivered by hand, a nationally recognized overnight courier or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Participant at the last address shown for the Participant on the records of the Company or such other address that the Participant shall designate in writing to the Company.

 

9.3 Obligations Unfunded and Unsecured

The Plan shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating assets of the Company or any Subsidiary for payment of any amounts hereunder. No Participant or other person shall own any interest in any particular assets of the Company or any Subsidiary by reason of the right to receive payment under the Plan, and any Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship amongst the Company, any Subsidiary, the Committee, and the Participants, their designated Beneficiaries or any other person. Any funds which may be invested under the provisions of this Plan shall continue for all purposes to be part of the general funds of the Company and no person other than the Company shall by virtue of the provisions of this Plan have any interest in such funds. Notwithstanding the foregoing, the Company may elect to establish an accrued reserve on its books against the future expense of benefits payable hereunder, or may establish a rabbi trust under this Plan, in which case, such reserve or trust, as applicable, shall not under any circumstances be deemed to be an asset of the Plan.

 

9.4 Governing Law

The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. In the event any provision of this Plan shall be determined to be illegal or invalid for any reason, the other provisions shall continue in full force and effect as if such illegal or invalid provision had never been included herein.

 

11


9.5 No Directorship Rights

The establishment and operation of this Plan shall not confer any legal rights upon any Participant or other person for a continuation of directorship, nor shall it interfere with the rights of the Company or Subsidiary to terminate a Participant’s directorship and to treat him or her without regard to the effect which that treatment might have upon him or her as a Participant or potential Participant under the Plan.

 

9.6 Severability of Provisions

If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

 

9.7 Construction

The use of a masculine pronoun shall include the feminine, and the singular form shall include the plural form, unless the context clearly indicates otherwise. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be used in the construction of the Plan.

 

9.8 Assignment

The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Participants and their heirs, executors, administrators and legal representatives. In the event that the Company sells all or substantially all of the assets of its business and the acquiror of such assets assumes the obligations hereunder, the Company shall be released from any liability imposed herein and shall have no obligation to provide any benefits payable hereunder.

 

9.9 Use of Funds

All Eligible Director Fees that are received or held under the Plan may be used by the Company for any corporate purpose.

 

9.10 Effective Date of Plan

The Plan is adopted, effective as of January 1, 2017.

 

9.11 Section 409A of the Code

The Plan is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Any amounts deferred hereunder that are subject to Section 409A of the Code and payable to a Participant who is or becomes a “specified employee” (within the meaning of such term under Section 409A of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Section 409A of the Code) at the time of distribution, except in the event of death, shall be delayed in accordance with the requirements of Section 409A of the Code until the day immediately following the six month anniversary of such Participant’s “separation of service” within

 

12


the meaning of Section 409A of the Code (and the guidance issued thereunder). Notwithstanding the foregoing, the Company does not guarantee, and nothing in the Plan is intended to provide a guarantee of, any particular tax treatment with respect to payments or benefits under the Plan, and the Company shall not be responsible for compliance with, or exemption from, Section 409A of the Code and the guidance issued thereunder.

 

13

EX-10.27 4 d295903dex1027.htm EX-10.27 EX-10.27

Exhibit 10.27

NONQUALIFIED

DEFERRED COMPENSATION PLAN

- PLAN DOCUMENT -

As Restated Effective January 1, 2017


NONQUALIFIED

DEFERRED COMPENSATION PLAN

SECTION 1 INTRODUCTION

 

1.1 Adoption of Plan and Purpose

This Plan is an unfunded, nonqualified deferred compensation plan. With the consent of the Employer (as defined in subsection 2.16) the plan may be adopted by executing the Adoption Agreement (as defined in subsection 2.3) in the form attached hereto. The Plan contains certain variable features which the Employer has specified in the Adoption Agreement. Only those variable features specified by the Employer in the Adoption Agreement will be applicable to the Employer.

The purpose of the Plan is to provide certain supplemental benefits under the Plan to a select group of management or highly compensated Employees of the Employer (in accordance with Sections 201, 301 and 401 of ERISA) or Other Service Providers to the Employer (as defined below), and to allow such Employees or Other Service Providers the opportunity to defer a portion of their salaries, bonuses and other compensation, subject to the terms of the Plan. Participants (and their Beneficiaries) shall have only those rights to payments as set forth in the Plan and shall be considered general, unsecured creditors of the Employer with respect to any such rights. The Plan is designed to comply with Code Section 409A and all guidance issued in connection with Code Section 409A. It is intended that the Plan be interpreted according to a good faith interpretation of Code Section 409A, and consistent with published IRS guidance, including proposed and final IRS regulations under Code Section 409A. Treatment of amounts in the Plan under any transition rules provided under all IRS and other guidance in connection with Code Section 409A shall be expressly authorized hereunder in accordance with procedures developed by the Administrator. In the event of any inconsistency between the terms of the Plan and Code Section 409A (and regulations thereunder), the terms of Code Section 409A (and the regulations thereunder) shall control. The Plan is intended to constitute an account balance plan (as defined in Treasury Regulation Section 1.409A-1(c)).

By becoming a Participant and making deferrals under this Plan, each Participant agrees to be bound by the provisions of the Plan and the determinations of the Employer and the Administrator hereunder.

 

1.2 Adoption of the Plan

The Employer may adopt the Plan by completing and signing the Adoption Agreement in the form attached hereto.

 

1.3 Plan Year

The Plan is administered on the basis of a Plan Year, as defined in subsection 2.27.

 

-2-


1.4 Plan Administration

The plan shall be administered by a plan administrator (the “Administrator,” as that term is defined in Section 3(16)(A) of ERISA) designated by the Employer in the Adoption Agreement. The Administrator has full discretionary authority to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of employees or participants and any other persons, and the amounts of their benefits under the plan, and to remedy ambiguities, inconsistencies or omissions, and such determinations shall be binding on all parties. The Administrator from time to time may adopt such rules and regulations as may be necessary or desirable for the proper and efficient administration of the Plan and as are consistent with the terms of the Plan. The administrator may delegate all or any part of its powers, rights, and duties under the Plan to such person or persons as it may deem advisable, and may engage agents to provide certain administrative services with respect to the Plan. Any notice or document relating to the Plan which is to be filed with the Administrator may be delivered, or mailed by registered or certified mail, postage pre-paid, to the Administrator, or to any designated representative of the Administrator, in care of the Employer, at its principal office.

 

-3-


SECTION 2 DEFINITIONS

 

2.1 Account

“Account” means all notional accounts and subaccounts maintained for a Participant in order to reflect his interest under the Plan, as described in Section 6.

 

2.2 Administrator

“Administrator” means the individual or individuals (if any) delegated authority by the Employer to administer the Plan, as defined in subsection 1.4.

 

2.3 Adoption Agreement

“Adoption Agreement” shall mean the form executed by the Employer and attached hereto, which Agreement shall constitute a part of the Plan.

 

2.4 Beneficiary

“Beneficiary” means the person or persons to whom a deceased Participant’s benefits are payable under subsection 9.5.

 

2.5 Board

“Board” means the Board of Directors of the Employer (if applicable), as from time to time constituted.

 

2.6 Board Member

“Board Member” means a member of the Board. Effective January 1, 2017, Board Members shall not be Eligible Individuals and are not permitted to defer additional Compensation under the Plan. Any balance credited to a Board Member’s Account as of December 31, 2016 shall nevertheless continue to be adjusted for notional investment gains and losses under the terms of the Plan and shall be distributed to him at the time and manner set forth in Section 9.

 

2.7 Bonus

“Bonus” (also referred to herein as a “Non-Performance-Based Bonus) means an award of cash that is not a Performance-Based Bonus (as defined in subsection 2.25) that is payable to an Employee (or Board Member or Other Service Provider, as applicable) in a given year, with respect to the immediately preceding Bonus performance period, which may or may not be contingent upon the achievement of specified performance goals.

 

2.8 Code

“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.

 

-4-


2.9 Compensation

“Compensation” shall mean the amount of a Participant’s remuneration from the Employer designated in the Adoption Agreement for the Plan Year (or, as determined in accordance with procedures established by the Employer, for the period during which the Participant remains an Eligible Individual). Notwithstanding the foregoing, the Compensation of an Other Service Provider (as defined in subsection 2.22) shall mean his remuneration from the Employer pursuant to an agreement to provide services to the Employer. With respect to any Participant who is a Member of the Board (if applicable), “Compensation” means all cash remuneration which, absent a deferral election under the Plan, would have otherwise been received by the Board Member in the taxable year, payable to the Board Member for service on the Board and on Board committees, including any cash payable for attendance at Board meetings and Board committee meetings, but not including any amounts constituting reimbursements of expenses to Board Members. To the extent the Employer has designated “401(k) Refunds” in the Adoption Agreement (and to the extent elected by the Participant), an amount equal to the Participant’s “401(k) Refund” shall be deferred from the Participant’s Compensation otherwise payable to the Participant in the next subsequent Compensation pay period (or such later pay period in the same calendar year as the Administrator determines shall be administratively feasible), and shall be credited to the Participant’s Compensation Deferral Account in accordance with subsection 4.1. For purposes of this subsection, “401(k) Refund” means any amount distributed to the applicable Participant from the Employer’s qualified retirement plan intended to comply with Section 401(k) of the Code that is in excess of the maximum deferral for the prior calendar year allowable under such qualified retirement plan. Notwithstanding the foregoing, the definition of compensation for purposes of determining key employees under subsection 9.3 of the Plan shall be determined solely in accordance with subsection 9.3. To the extent not otherwise designated by the Employer in a separate document forming part of the Plan, Compensation payable after December 31 of a given year solely for services performed during the Employer’s final payroll period containing December 31, is treated as Compensation payable for services performed in the subsequent year in which the non-deferred portion of the payroll payment is actually made.

 

2.10 Compensation Deferrals

“Compensation Deferrals” means the amounts credited to a Participant’s Compensation Deferral Account pursuant to the Participant’s election made in accordance with subsection 4.1.

 

2.11 Deferral Election

“Deferral Election” means an election by a Participant to make Compensation Deferrals or Performance-Based Bonus Deferrals in accordance with Section 4.

 

-5-


2.12 Disability

“Disability” for purposes of this Plan shall mean the occurrence of an event as a result of which the Participant is considered disabled, as designated by the Employer in the Adoption Agreement.

 

2.13 Effective Date

“Effective Date” means the Effective Date of the Plan restatement, as indicated in the Adoption Agreement.

 

2.14 Eligible Individual

“Eligible Individual” means each Other Service Provider or Employee of an Employer who satisfies the eligibility requirements set forth in the Adoption Agreement, for the period during which he is determined by the Employer to satisfy such requirements.

 

2.15 Employee

“Employee” means a person who is employed by an Employer and is treated and/or classified by the Employer as a common law employee for purposes of wage withholding for Federal income taxes. If a person is not considered to be an Employee of the Employer in accordance with the preceding sentence, a subsequent determination by the Employer, any governmental agency, or a court that the person is a common law employee of the Employer, even if such determination is applicable to prior years, will not have a retroactive effect for purposes of eligibility to participate in the Plan.

 

2.16 Employer

“Employer” means the business entity designated in the Adoption Agreement, and its successors and assigns unless otherwise herein provided, or any other corporation or business organization which, with the consent of the Employer, or its successors or assigns, assumes the Employer’s obligations hereunder, and any affiliate or subsidiary of the Employer or other corporation or business organization in the Employer’s “controlled group” (as defined in Subsections 414(b) and (c) of the Code and Section 1.409A-1(h) of the Treasury Regulations), that has adopted the Plan on behalf of its Eligible Individuals with the consent of the Employer.

 

2.17 Employer Contributions

“Employer Contributions” means the amounts other than Matching Contributions that are credited to a Participant’s Employer Contributions Account under the Plan by the Employer in accordance with subsection 4.4.

 

2.18 ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.

 

-6-


2.19 Fiscal Year Compensation

“Fiscal Year Compensation” means Compensation relating to a period of service coextensive with one or more consecutive non-calendar-year fiscal years of the Employer, where no amount of such Compensation is paid or payable during the service period. For example, a Bonus based upon a service period of two consecutive fiscal years payable after the completion of the second fiscal year would be “Fiscal Year Compensation,” but periodic salary payments or Bonuses based on service periods other than the Employer’s fiscal year would not be Fiscal Year Compensation.

 

2.20 Investment Funds

“Investment Funds” means the notional funds or other investment vehicles designated pursuant to subsection 5.1.

 

2.21 Matching Contributions

“Matching Contributions” means the amounts credited to a Participant’s Employer Contribution Account under the Plan by the Employer that are based on the amount of Participant Deferrals made by the Participant under the Plan, or that are based upon such other formula as designated by the Employer in the Adoption Agreement, in accordance with subsection 4.3.

 

2.22 Other Service Providers

“Other Service Providers” shall mean independent contractors, consultants, or other similar providers of services to the Employer, other than Employees and Board Members. To the extent that an Other Service Provider is unrelated to the Employer and satisfies the other requirements of Treasury Regulation Section 1.409A-1(f)(2)(i) as described therein and in Code Section 409A and other applicable regulations, guidance, etc. thereunder, the provisions of such guidance shall not apply. To the extent that an Other Service Provider uses an accrual method of accounting for a given taxable year, amounts deferred under the Plan in such taxable year shall not be subject to Code Section 409A and other applicable guidance thereunder, notwithstanding any provision of the Plan to the contrary.

 

2.23 Participant

“Participant” means an Eligible Individual who meets the requirements of Section 3 and elects to make Compensation Deferrals pursuant to Section 4, or who receives Employer Contributions or Matching Contributions pursuant to subsection 4.3 or 4.4. A Participant shall cease being a Participant in accordance with subsection 3.2 herein.

 

-7-


2.24 Participant Deferrals

“Participant Deferrals” means all amounts deferred by a Participant under this Plan, including Participant Compensation Deferrals and Participant Performance-Based Bonus Deferrals.

 

2.25 Performance-Based Bonus

“Performance-Based Bonus” generally means Compensation where the amount of or entitlement to, the compensation is contingent on the satisfaction of previously established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the Eligible Individual performs services, pursuant to rules described in Treasury Regulation Section 1.409A-1(e).

 

2.26 Performance-Based Bonus Deferrals

“Performance-Based Bonus Deferrals” means the amounts credited to a Participant’s Compensation Deferral Account from the Participant’s Performance-Based Bonus pursuant to the Participant’s election made in accordance with subsection 4.2.

 

2.27 Plan Year

“Plan Year” means each 12-month period specified in the Adoption Agreement, on the basis of which the Plan is administered.

 

2.28 Retirement

“Retirement” for purposes of this Plan means the Participant’s Termination Date, as defined in subsection 2.30, after attaining any age and/or service minimums with respect to Retirement or Early Retirement as designated by the Employer in the Adoption Agreement.

 

2.29 Spouse

“Spouse” means the person to whom a Participant is legally married under applicable state law at the earlier of the date of the Participant’s death or the date payment of the Participant’s benefits commenced and who is living on the date of the Participant’s death.

 

2.30 Termination Date

“Termination Date” means (i) with respect to an Employee Participant, the Participant’s separation from service (within the meaning of Section 409A of the Code and the regulations, notices and other guidance thereunder, including death or Disability) with the Employer, and any subsidiary or affiliate of the Employer as defined in Sections 414(b) and (c) of the Code and Section 1.409A-1(h) of the Treasury Regulations; (ii) with respect to a Board Member Participant, the Participant’s resignation or removal from the Board (for any reason, including death or following Disability); and (iii) with respect to any Other Service Provider, the expiration of all agreements to provide services to the Employer (for any reason, including death or following Disability). The date that an Employee’s, Board Member’s, or Other Service

 

-8-


Provider’s performance of services for all the Employers is reduced to a level less than 20% of the average level of services performed in the preceding 36-month period, shall be considered a Termination Date, and the performance of services at a level of 50% or more of the average level of services performed in the preceding 36-month period shall not be considered a Termination Date, based on the parties’ reasonable expectations as of the applicable date. A Participant’s Termination Date shall not be deemed to have occurred if the Employee’s, Board Member’s or Other Service Provider’s average level of service performed in the preceding 36-month period drops below 50% but not less than 20%, unless the Employer: (i) has designated in a writing forming part of the Plan that a level between 20% and 50% will be deemed to trigger a Termination Date, and (ii) such writing was in place at or prior to the date required under Code Section 409A and the regulations and other guidance thereunder. If such designation is subsequently changed, the change must comply with the rules regarding subsequent deferrals and the acceleration of payments described in Code Section 409A and the regulations, notices, rulings and other guidance thereunder. If a Participant is both a Board Member Participant and an Employee Participant, “Termination Date” means the date the Participant satisfies both criteria (i) and (ii) above.

 

2.31 Valuation Date

“Valuation Date” means the last day of each Plan Year and any other date that the Employer, in its sole discretion, designates as a Valuation Date, as of which the value of an Investment Fund is adjusted for notional deferrals, contributions, distributions, gains, losses, or expenses.

 

2.32 Other Definitions

Other defined terms used in the Plan shall have the meanings given such terms elsewhere in the Plan.

 

-9-


SECTION 3 ELIGIBILITY AND PARTICIPATION

 

3.1 Eligibility

Each Eligible Individual on the Effective Date of the Plan shall be eligible to become a Participant by properly making a Deferral Election on a timely basis as described in Section 4, or, if applicable and eligible as designated by the Employer in the Adoption Agreement, by receiving a Matching Contribution or other Employer Contribution under the Plan. Each other Eligible Individual may become a Participant by making a Deferral Election on a timely basis as described in Section 4 or, if applicable and eligible as designated by the Employer in the Adoption Agreement, by receiving a Matching Contribution or other Employer Contribution under the Plan. Each Eligible Individual’s decision to become a Participant by making a Deferral Election shall be entirely voluntary. The Employer may require the Participant to complete any necessary forms or other information as it deems necessary or advisable prior to permitting the Eligible Individual to commence participation in the Plan. Effective January 1, 2017, Board Members shall not be Eligible Individuals and are not permitted to defer additional Compensation under the Plan. Any balance credited to a Board Member’s Account as of December 31, 2016 shall nevertheless continue to be adjusted for notional investment gains and losses under the terms of the Plan and shall be distributed to him at the time and manner set forth in Section 9.

 

3.2 Cessation of Participation

If a Termination Date occurs with respect to a Participant, or if a Participant otherwise ceases to be an Eligible Individual, no further Compensation Deferrals, Performance-Based Bonus Deferrals, Matching Contributions or other Employer Contributions shall be credited to the Participant’s Accounts after the Participant’s Termination Date or date the Participant ceases to be eligible (or as soon as administratively feasible after the date the Participant ceases to be eligible or, if applicable, the end of the then-current Plan Year or performance period with respect to Performance-Based Bonuses), unless he is again determined to be an Eligible Individual, but the balance credited to his Accounts shall continue to be adjusted for notional investment gains and losses under the terms of the Plan and shall be distributed to him at the time and manner set forth in Section 9. An Employee, Board Member or Other Service Provider shall cease to be a Participant after his Termination Date or other loss of eligibility as soon as his entire Account balance has been distributed.

 

3.3 Eligibility for Matching or Employer Contributions

An Employee Participant who has satisfied the requirements necessary to become an Eligible Individual with respect to Matching Contributions as specified in the Adoption Agreement, and who has made a Compensation Deferral election pursuant to subsection 4.1 herein or who has satisfied such other criteria as specified in the Adoption Agreement, shall be eligible to receive Matching Contributions described in subsection 4.3. An Employee Participant who has satisfied the requirements necessary to become an Eligible Individual with respect to Employer Contributions other than Matching Contributions as specified in the Adoption Agreement, shall be eligible to receive Employer Contributions described in subsection 4.4.

 

-10-


SECTION 4 DEFERRALS AND CONTRIBUTIONS

 

4.1 Compensation Deferrals Other Than Performance-Based Bonus Deferrals

Each Plan Year, an Eligible Individual may elect to defer receipt of no less than the minimum and no greater than the maximum percentage or amount selected by the Employer in the Adoption Agreement with respect to each type of Compensation (other than Performance-Based Bonuses) earned with respect to pay periods beginning on and after the effective date of the election; provided, however, that Compensation earned prior to the date the Participant satisfies the eligibility requirements of Section 3 shall not be eligible for deferral under this Plan. Except as otherwise provided in this subsection, a Participant’s Deferral Election for a Plan Year under this subsection must be made not later than December 31 of the preceding Plan Year (or such earlier date as determined by the Administrator) with respect to Compensation (other than Performance-Based Bonuses) earned in pay periods beginning on or after the following January 1 in accordance with rules established by the Administrator. An election to defer restricted stock units (RSUs) into the Plan must be made by one of the following deadlines: (i) the end of the calendar year prior to the date of grant of the RSU; (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the original payment date); (iii) within 30 days of the date of grant (but only if the RSU is structured so that vesting is contingent on the Participant performing services for at least an additional 12 months); or (iv) within 6 months of the payment (vesting) date, but only if the RSU is performance-based under Code Section 409A, and only if the performance period must be at least 12 months long and either: (a) the amount of the compensation cannot be reasonably ascertained at the time of the election, or (b) the performance requirement is still not substantially certain to be met at the time of the election. If the Employer allows for deferral of RSUs structured so that a specified portion of the RSU grant vests periodically (for example, an RSU grant over a four-year period vesting 25% annually), then the election to defer may be made separately with respect to each portion of the grant that vests in a given year, if permitted by the Employer. However, each election for each portion of the grant must be made either: (i) within thirty days of the date of grant or each anniversary thereof, and only if the RSU is structured so that vesting is contingent on the employee performing services for at least an additional 12 months subsequent to the election; or (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the previous payment date.

An Employee or Other Service Provider who first becomes an Eligible Individual during a Plan Year (by virtue of a promotion, Compensation increase, commencement of employment with the Employer, execution of an agreement to provide services to an Employer, or any other reason) shall be provided enrollment documents (including Deferral Election forms) as soon as administratively feasible following such initial notification of eligibility. Such Eligible Individual must make his Deferral Elections within 30 days after first becoming an Eligible Individual, with respect to his Compensation (other than Performance-Based Bonuses) earned on or after the effective date of the Deferral Election (provided, however, that if such Eligible Individual is participating in any other account balance plan maintained by the Employer or any member of the Employer’s “controlled group” (as defined in subsections 414(b) and (c) of the

 

-11-


Code), such Eligible Individual must make his Compensation Deferral Election no later than December 31 of the preceding Plan Year (or such earlier date as determined by the Administrator), or he may not elect to make Compensation Deferrals for that initial Plan Year). If an Eligible Individual does not elect to make Compensation Deferrals during that initial 30-day period, he may not later elect to make Compensation Deferrals for that year under this subsection. In the event that an Eligible Individual first becomes eligible during a Plan Year with respect to which Fiscal Year Compensation is payable, such Eligible Individual must make his Fiscal Year Compensation Deferral Election on or before the end of the fiscal year of the Employer immediately preceding the first fiscal year in which any services are performed for which the Fiscal Year Compensation is payable.

In the case of an Employee or Other Service Provider who is rehired (or recommences providing services to an Employer as an Other Service Provider) after having previously been an Eligible Individual, the phrase “first becomes an Eligible Individual” in the first sentence of the preceding paragraph shall be interpreted to apply only where the Eligible Individual either (i) previously received payment of his total Account balances under the Plan, or (ii) did not previously receive payment of his total Account balances under the Plan, but is rehired (or recommences providing services to an Employer as an Other Service Provider) at least 24 months after his last day as a previously Eligible Individual prior to again becoming such an Eligible Individual. In all other cases such rehired Employee or Other Service Provider may not elect to make Compensation Deferrals until the next date determined by the Administrator with respect to Compensation earned after the following January 1. Similarly, in the case of an Employee who recommences status as an Eligible Individual for any other reason after having previously lost his status as an Eligible Individual (due to Compensation fluctuations, transfer from an ineligible location or job classification, or otherwise), the phrase “first becomes an Eligible Individual” shall be interpreted to apply only where the Eligible Individual either: (i) previously received payment of his total Account balances under the Plan, or (ii) did not previously receive payment of his total Account balances under the Plan, but regains his status as an Eligible Individual at least 24 months after his last day as a previously Eligible Individual prior to again becoming such an Eligible Individual. In all other cases such Re-Eligible Participant may not elect to make Compensation Deferrals until the next date determined by the Administrator with respect to Compensation earned after the following January 1.

An election to make Compensation Deferrals under this subsection 4.1 shall remain in effect through the last pay period commencing in the calendar year to which the election applies (except as provided in subsections 2.9 or 4.5), shall apply with respect to the applicable type of Compensation (other than Performance-Based Bonuses) to which the Deferral Election relates earned for pay periods commencing in the applicable calendar year to which the election applies, and shall be irrevocable (provided, however, that a Participant making a Deferral Election under this subsection may change his election at any time prior to December 31 of the year preceding the year for which the Deferral Election is applicable, subject to rules established by the Administrator). If a Participant fails to make a Compensation Deferral election for a given Plan Year, such Participant’s Compensation Deferral Election for that Plan Year shall be deemed to be zero; provided, however, that if the Employer has elected in the Adoption Agreement that a Participant’s Compensation Deferral Election shall be “evergreen”, then such Participant’s Compensation Deferral Election shall be deemed to be identical to the most recent applicable Deferral Election on file with the Administrator with respect to the applicable type of

 

-12-


Compensation; provided, however, that no In-Service Distribution shall be applicable to any amounts deferred in a year in which the Participant fails to make an affirmative election, and payment of such amounts for such year shall be made in accordance with his most recent election on file with the Administrator (if no election is on file, then such amounts shall be paid to him in a single lump sum).

Compensation Deferrals shall be credited to the Participant’s Compensation Deferral Account as soon as administratively feasible after such amounts would have been payable to the Participant.

 

4.2 Performance-Based Bonus Deferrals

Each Plan Year, an Eligible Individual may elect to defer receipt of no less than the minimum and no greater than the maximum percentage or amount selected by the Employer in the Adoption Agreement with respect to Performance-Based Bonuses earned with respect to the performance period for which the Performance-Based Bonus is earned; provided, however, that the Eligible Individual performed services continuously from a date no later than the date upon which the performance criteria are established through a date no earlier than the date upon which the Eligible Individual makes a Performance-Based Bonus Deferral Election; and further provided that in no event may an election to defer Performance-Based Bonuses be made after such Bonuses have become readily ascertainable. Except as otherwise provided in this subsection, a Participant’s Performance-Based Bonus Deferral Election under this subsection must be made not later than six months (or such earlier date as determined by the Administrator) prior to the end of the performance period.

An Employee or Other Service Provider who first becomes an Eligible Individual during a Plan Year (by virtue of a promotion, Compensation increase, commencement of employment with the Employer, execution of an agreement to provide services to an Employer, or any other reason) shall be provided enrollment documents (including Deferral Election forms) as soon as administratively feasible following such initial notification of eligibility. Such Eligible Individual must make his Performance-Based Bonus Deferral Election within 30 days after first becoming an Eligible Individual (provided, however, that if such Eligible Individual is participating in any other account balance plan maintained by the Employer or any member of the Employer’s “controlled group” (as defined in subsections 414(b) and (c) of the Code), such Eligible Individual must perform services continuously from a date no later than the date the performance criteria are established, and must make his Performance-Based Bonus Deferral Election no later than six months (or such earlier date as determined by the Administrator) prior to the end of the performance period, and at a time when the Performance-Based Bonus is not readily ascertainable, or he may not elect to make Performance-Based Bonus Deferrals for such initial Plan Year. In the case of a Deferral Election in the first year of eligibility that is made after the beginning of the Performance-Based Bonus performance period, the Deferral Election will apply to the portion of the Performance-Based Bonus equal to the total amount of the Performance-Based Bonus for the performance period multiplied by the ratio of the number of days remaining in the performance period after the effective date of the Deferral Election over the total number of days in the Performance Period. If an Eligible Individual does not elect to make a Performance-Based Bonus Deferral during that initial 30-day period, he may not later elect to make a Performance-Based Bonus Deferral for that performance period under this

 

-13-


subsection. Rules relating to the timing of elections to make a Performance-Based Bonus Deferral with respect to an Employee or Other Service Provider who becomes an Eligible Individual (due to rehire or other similar event) after having previously been an Eligible Individual shall be applied in a manner similar to rules described applicable to rehired and other Re-Eligible Participants in subsection 4.1 above.

An election to make Performance-Based Bonus Deferrals under this subsection 4.2 shall remain in effect through the end of the performance period to which the election applies (except as provided in subsection 4.5), and shall be irrevocable (provided, however, that a Participant making a Performance-Based Bonus Deferral Election under this subsection with respect to a Performance-Based Bonus that is not yet readily ascertainable, may change his election at any time prior to the first day of the six-month period ending on the last day of the performance period for which the Performance-Based Bonus Deferral Election is applicable, subject to rules established by the Administrator). If a Participant fails to make a Performance-Based Bonus Deferral Election for a given performance period, such Participant’s Performance-Based Bonus Deferral Election for that performance period shall be deemed to be zero; provided, however, that if the Employer has elected in the Adoption Agreement that a Participant’s Performance-Based Deferral Election shall be “evergreen”, then such Participant’s Performance-Based Bonus Deferral Election shall be deemed to be identical to the most recent applicable Performance-Based Bonus Deferral Election on file with the Administrator; provided, however, that no In-Service Distribution shall be applicable to any amounts deferred in a year in which the Participant fails to make an affirmative election, and payment of such amounts for such year shall be made in accordance with his most recent election on file with the Administrator (if no election is on file, then such amounts shall be paid to him in a single lump sum).

Performance-Based Bonus Deferrals shall be credited to the Participant’s Compensation Deferral Account as soon as administratively feasible after such amounts would have been payable to the Participant.

 

4.3 Matching Contributions

Matching Contributions shall be determined in accordance with the formula specified in the Adoption Agreement, and shall be credited to the Employer Contribution Accounts of Participants who have satisfied the eligibility requirements for Matching Contributions specified in the Adoption Agreement. Matching Contributions under this Plan shall be credited to such Participants’ Employer Contribution Accounts as soon as administratively feasible after the Applicable Period selected in the Adoption Agreement, but only with respect to Participants eligible to receive such Matching Contributions as described in the Adoption Agreement.

 

4.4 Other Employer Contributions

Employer Contributions other than Matching Contributions shall be discretionary from year to year, and shall be credited to the Employer Contribution Accounts of Participants who have satisfied the eligibility requirements for Employer Contributions, all as determined by the Employer and documented in writing, and such writings will form part of the Plan, as specified in the Adoption Agreement. Employer Contributions under this Plan shall be credited to such Participants’ Employer Contributions Accounts as soon as administratively feasible.

 

-14-


4.5 No Election Changes During Plan Year

A Participant shall not be permitted to change or revoke his Deferral Elections (except as otherwise described in subsections 4.1 and 4.2), except that, if a Participant’s status changes such that he becomes ineligible for the Plan, the Participant’s Deferrals under the Plan shall cease as described in subsection 3.2. Notwithstanding the foregoing, in the event the Employer maintains a qualified plan designed to comply with the requirements of Code Section 401(k) that requires the cessation of all deferrals in the event of a hardship withdrawal under such plan, the Participant’s Deferrals under this Plan shall cease as soon as administratively feasible upon notification to the Administrator that the participant has taken such a hardship withdrawal. Notwithstanding the foregoing, if the Employer has elected in the Adoption Agreement to permit Unforeseeable Emergency Withdrawals pursuant to subsection 9.8, the Participant’s Deferrals under this Plan shall cease as soon as administratively feasible upon approval by the Administrator of a Participant’s properly submitted request for an Unforeseeable Emergency Withdrawal under subsection 9.8. The cancellation and subsequent resumption of a Participant’s Deferrals under this Plan following a hardship withdrawal or Unforeseeable Emergency Withdrawal pursuant to this Section 4.5 shall be done in accordance with Treasury Regulation Section 1.409A-3(j)(4)(viii).

 

4.6 Crediting of Deferrals

The amount of deferrals pursuant to subsections 4.1 and 4.2 shall be credited to the Participant’s Accounts as of a date determined to be administratively feasible by the Administrator.

 

4.7 Reduction of Deferrals or Contributions

Any Participant Deferrals or Employer Contributions to be credited to a Participant’s Account under this Section may be reduced by an amount equal to the Federal or state, local or foreign income, payroll, or other taxes required to be withheld on such deferrals or contributions or to satisfy any necessary contributions under an employee welfare benefit plan described under Section 125 of the Code. A Participant shall be entitled only to the net amount of such deferral or contribution (as adjusted from time to time pursuant to the terms of the Plan). The Administrator may notify a Participant of limitations on his Deferral Election it as a result of any election, a Participant’s Compensation from the Employer would be insufficient to cover taxes, withholding, and other required deductions applicable to the Participant.

 

-15-


SECTION 5 NOTIONAL INVESTMENTS

 

5.1 Investment Funds

The Employer may designate, in its discretion, one or more Investment Funds for the notional investment of Participants’ Accounts. The Employer, in its discretion, may from time to time establish new Investment Funds or eliminate existing Investment Funds. The Investment Funds are for recordkeeping purposes only and do not allow Participants to direct any Employer assets (including, if applicable, the assets of any trust related to the Plan). Each Participant’s Accounts shall be adjusted pursuant to the Participant’s notional investment elections made in accordance with this Section 5, except as otherwise determined by the Employer or Administrator in their sole discretion.

 

5.2 Investment Fund Elections

The Employer shall have full discretion in the direction of notional investments of Participants’ Accounts under the Plan; provided, however, that if the Employer so elects in the Adoption Agreement, each Participant may elect from among the Investment Funds for the notional investment of such of his Accounts as are permitted under the Adoption Agreement from time to time in accordance with procedures established by the Employer. The Administrator, in its discretion, may adopt (and may modify from time to time) such rules and procedures as it deems necessary or appropriate to implement the notional investment of the Participant’s Accounts. Such procedures may differ among Participants or classes of Participants, as determined by the Employer or the Administrator in its discretion. The Employer or Administrator may limit, delay or restrict the notional investment of certain Participants’ Accounts, or restrict allocation or reallocation into specified notional investment options, in accordance with rules established in order to comply with Employer policy and applicable law, to minimize regulated filings and disclosures, or under any other circumstances in the discretion of the Employer. Any deferred amounts subject to a Participant’s investment election that must be so limited, delayed or restricted under such circumstances may be notionally invested in an Investment Fund designated by the Administrator, or may be credited with earnings at a rate determined by the Administrator, which rate may be zero. A Participant’s notional investment election shall remain in effect until later changed in accordance with the rules of the Administrator. If a Participant does not make a notional investment election, all deferrals by the Participant and contributions on his behalf will be deemed to be notionally invested in the Investment Fund designated by the Employer for such purpose, or, at the Employer’s election, may remain uninvested until such time as the Administrator receives proper direction, or may be credited with earnings at a rate determined by the Administrator or Employer, which rate may be zero.

 

5.3 Investment Fund Transfers

A Participant may elect that all or a part of his notional interest in an Investment Fund shall be transferred to one or more of the other Investment Funds. A Participant may make such notional Investment Fund transfers in accordance with rules established from time to time by the Employer or the Administrator, and in accordance with subsection 5.2.

 

-16-


SECTION 6 ACCOUNTING

 

6.1 Individual Accounts

Bookkeeping Accounts shall be maintained under the Plan in the name of each Participant, as applicable, along with any subaccounts under such Accounts deemed necessary or advisable from time to time, including a subaccount for each Plan Year that a Participant’s Deferral Election is in effect. Each such subaccount shall reflect (i) the amount of the Participant’s Deferral during that year, any Matching Contributions or Employer Contributions credited during that year, and the notional gains, losses, expenses, appreciation and depreciation attributable thereto.

Rules and procedures may be established relating to the maintenance, adjustment, and liquidation of Participants’ Accounts, the crediting of deferrals and contributions and the notional gains, losses, expenses, appreciation, and depreciation attributable thereto, as are considered necessary or advisable.

 

6.2 Adjustment of Accounts

Pursuant to rules established by the Employer, Participants’ Accounts will be adjusted on each Valuation Date, except as provided in Section 9, to reflect the notional value of the various Investment Funds as of such date, including adjustments to reflect any deferrals and contributions, notional transfers between Investment Funds, and notional gains, losses, expenses, appreciation, or depreciation with respect to such Accounts since the previous Valuation Date. The “value” of an Investment Fund at any Valuation Date may be based on the fair market value of the Investment Fund, as determined by the Administrator in its sole discretion.

 

6.3 Accounting Methods

The accounting methods or formulae to be used under the Plan for purposes of monitoring Participants’ Accounts, including the calculation and crediting of notional gains, losses, expenses, appreciation, or depreciation, shall be determined by the Administrator in its sole discretion. The accounting methods or formulae selected by the Administrator may be revised from time to time.

 

6.4 Statement of Account

At such times and in such manner as determined by the Administrator, but at least annually, each Participant will be furnished with a statement reflecting the condition of his Accounts.

 

-17-


SECTION 7 VESTING

A Participant shall be fully vested at all times in his Compensation Deferral Account (if applicable). A Participant shall be vested in his Matching Contributions and/or Employer Contributions (if applicable), in accordance with the vesting schedule elected by the Employer under the Adoption Agreement. Vesting Years of Service shall be determined in accordance with the election made by the Employer in the Adoption Agreement. Amounts in a Participant’s Accounts that are not vested upon the Participant’s Termination Date (“forfeitures”) may be used to reinstate amounts previously forfeited by other Participants who are subsequently rehired, or may be returned to the Employer, in the discretion of the Employer or the Administrator.

If a Participant has a Termination Date with the Employer as a result of the Participant’s Misconduct (as defined by the Employer in the Adoption Agreement), or if the Participant engages in Competition with the Employer (as defined by the Employer in the Adoption Agreement), and the Employer has so elected in the Adoption Agreement, the Participant shall forfeit all amounts allocated to his or her Matching Contribution Account and/or Employer Contribution Accounts (if applicable). Such forfeitures shall be returned to the Employer.

Neither the Administrator nor the Employer in any way guarantee the Participant’s Account balance from loss or depreciation. Notwithstanding any provision of the Plan to the contrary, the Participant’s Account balance is subject to Section 8.

Vesting Years of Service in the event of the rehire of a Participant shall be reinstated, and amounts previously forfeited by such Participants may be reinstated from forfeitures made by other Participants, or may be reinstated by the Employer.

 

-18-


SECTION 8 FUNDING

No Participant or other person shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Employer whatsoever, including, without limiting the generality of the foregoing, any specific funds, assets, or other property of the Employer. Benefits under the Plan are unfunded and unsecured. A Participant shall have only an unfunded, unsecured right to the amounts, if any, payable hereunder to that Participant. The Employer’s obligations under this Plan are not secured or funded in any manner, even if the Employer elects to establish a trust with respect to the Plan. Even though benefits provided under the Plan are not funded, the Employer may establish a trust to assist in the payment of benefits. All investments under this Plan are notional and do not obligate the Employer (or its delegates) to invest the assets of the Employer or of any such trust in a similar manner.

 

-19-


SECTION 9 DISTRIBUTION OF ACCOUNTS

 

9.1 Distribution of Accounts

With respect to any Participant who has a Termination Date, an amount equal to the Participant’s vested Account balances shall be distributed to the Participant (or, in the case of the Participant’s death, to the Participant’s Beneficiary), in the form of a single lump sum payment, or, if subsection 9.2 applies, in the form of installment payments as designated by the Employer in the Adoption Agreement and as elected by the Participant in the Deferral Election for the Plan Year to which such amounts relate. Subject to subsection 9.3 hereof, distribution of a Participant’s Accounts shall be made or begin within the 90-day period following the Participant’s Termination Date, or if elected by the Participant in the Deferral Election for the Plan Year to which any such amounts relate, up to 5 years following the Participant’s Termination Date (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable for the Administrator to make such payment). Notwithstanding any provision of the Plan to the contrary, for purposes of this subsection, a Participant’s Accounts shall be valued as of a Valuation Date as soon as administratively feasible preceding the date such distribution is made, in accordance with rules established by the Administrator. A Participant’s Accounts may be offset by any amounts owed by the Participant to the Employer, but such offset shall not occur in excess of or prior to the date distribution of the amount would otherwise be made to the Participant, and shall only be made if such offset complies with Code Section 409A.

Notwithstanding the foregoing, to the extent designated by the Employer in the Adoption Agreement, a Participant may elect, in accordance with this subsection, a distribution date for his Compensation Deferral Accounts and/or his Employer Contributions and Matching Contributions Accounts that is prior to his Termination Date (an “In-Service Distribution”). A Participant’s election of an In-Service Distribution date must: (i) be made at the time of his Deferral Election for a Plan Year; and (ii) apply only to amounts deferred pursuant to that election, and any earnings, gains, losses, appreciation, and depreciation credited thereto or debited therefrom with respect to such amounts. To the extent permitted by the Employer, a Participant may elect an In-Service Distribution date with respect to Performance-Based Bonus Deferrals that is separate from an In-Service Distribution date with respect to Compensation Deferrals other than Performance-Based Bonus Deferrals for the same year, provided that the applicable In-Service Distribution date may not be earlier than the number of years designated by the Employer in the Adoption Agreement following the year in which the applicable Compensation would have been paid absent the deferral, or as further determined or limited in accordance with rules established by the Administrator. Payments made pursuant to an In-Service Distribution election shall be made in a lump sum (or, if elected by the Employer in the Adoption Agreement, any applicable other form of payment to the extent permitted by the Employer and elected by the Participant in accordance with the terms of the Plan). Each such payment shall be made as soon as administratively feasible following January 1 of the calendar year in which the payment was elected to be made, but in no event later than the end of the calendar year in which the payment was elected to be made (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable

 

-20-


for the Administrator to make such payment). For purposes of such payment, the value of the Participant’s Accounts for the applicable Plan Year shall be determined as of a Valuation Date preceding the date that such distribution is made, in accordance with rules established by the Administrator. In the event a Participant’s Termination Date occurs (or, if elected by the Employer in the Adoption Agreement, in the event a Change in Control of the Employer occurs) prior to the date the Participant had previously elected to have any In-Service Distribution payment (including any installment payment) made to him, such amount shall be paid to the Participant under the rules applicable for payment on Termination of Employment in accordance with this subsection 9.1 and subsection 9.2. Participants must make an affirmative election with respect to payment of their In-Service Distributions, and no default or evergreen election shall be allowed with respect to In-Service Distributions.

To the extent elected by the Employer in the Adoption Agreement, Participants whose Termination Date has not yet occurred may elect to defer payment of any In-Service Distribution, provided that such election is made in accordance with procedures established by the Administrator, and further provided that any such election must be made no later than 12 calendar months prior to the previously elected In-Service Distribution Date (which for these purposes shall be January 1 of the calendar year in which the payment was elected to be made). Participants may elect any deferred payment date, but such date must be no fewer than five years from the previously elected In-Service Distribution Date (which for these purposes shall be January 1 of the calendar year in which the payment was elected to be made).

 

9.2 Installment Distributions

To the extent elected by the Employer in the Adoption Agreement, a Participant may elect to receive payments from his Accounts in the form of a single lump sum, as described in Section 9.1, or in annual installments over a period elected by the Employer in the Adoption Agreement. To the extent a Participant fails to make an election, the Participant shall be deemed to have elected to receive his distribution of amounts deferred under the Plan for that Plan Year in the form of a single lump sum. To the extent elected by the Employer in the Adoption Agreement, a Participant may make a separate election with respect to his Performance-Based Bonus Deferrals for each Plan Year (as adjusted for gains and losses thereon) that provides for a different method of distribution from the method of distribution he elects with respect to his Compensation Deferrals (as adjusted for gains and losses thereon) for that Plan Year. The Participant’s Employer Contributions Account attributable to such year, if any (as adjusted for gains and losses thereon), shall be distributed in the same manner as his Compensation Deferral Account for such year (or in a lump sum upon his Termination Date if no election has been made).

 

  (a) Installment Elections. A Participant will be required to make his distribution election for amounts deferred under the Plan with respect to such Plan Year prior to the commencement of each Plan Year (or, in the event of an election with respect to Performance-Based Bonuses, prior to six months before the end of the applicable performance period), or such earlier date as determined by the Administrator.

 

-21-


  (b) Installment Payments. The first installment payment shall generally be within the 90-day period following the Participant’s Termination Date (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable for the Administrator to make such payment). Succeeding payments shall generally be made by January 1 of each succeeding calendar year, but in no event later than the end of each succeeding calendar year (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable for the Administrator to make such payment). The amount to be distributed in each installment payment shall be determined by dividing the value of the Participant’s Accounts being paid in installments as of a Valuation Date preceding the date of each distribution by the number of installment payments remaining to be made, in accordance with rules established by the Administrator. In the event of the death of the Participant prior to the full payment of his Accounts being paid in installments, payments will continue to be made to his Beneficiary in the same manner and at the same time as would have been payable to the Participant.

To the extent elected by the Employer in the Adoption Agreement, Participants who have elected payment in installments may make a subsequent election to elect payment of that amount in the form of a lump sum, if payment of installments with respect to that year’s deferrals has not yet commenced. Such election must be made in accordance with procedures established by the Administrator, and any such election must be made no later than 12 calendar months prior to the originally elected payment date of the first installment. The new payment date for the installment with respect to which such election is made must be deferred to the later of: (i) five years from the date such payment would otherwise have been made, or (ii) the last payment date of the last installment with respect to that Plan Year’s deferrals. To the extent elected by the Employer in the Adoption Agreement, Participants who have elected payment in installments may make a subsequent election to change the number of such installment payments so long as no acceleration of distribution payments occurs (but no fewer than the minimum number, and not to exceed the maximum number of installments elected by the Employer in the Adoption Agreement), if payment of installments with respect to that Plan Year’s Deferral Elections has not yet commenced. Such election must be made in accordance with procedures established by the Administrator, and any such election must be made no later than 12 calendar months prior to the originally elected payment date of the first installment. The new payment date for all installments subject to the Plan Year’s Deferral Elections for which the election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made. In the event payment has been elected by the Participant in the form of a lump sum (or in the event payment shall be made to the Participant in the form of a lump sum under the terms of the Plan in the absence of or in lieu of the Participant’s election), then the lump sum form shall be deemed to be a separately identifiable form of payment, and the Participant may make a subsequent deferral election to elect payment of that amount in the form of installments (to the extent elected by the Employer in the Adoption Agreement) in accordance with the procedures described above for changing installment payment elections. Participants will be permitted to make such a change only once with respect to any year’s Deferral Elections.

 

-22-


9.3 Key Employees

Notwithstanding anything herein to the contrary, and subject to Code Section 409A, except in the case of the Participant’s death, payment under the Plan shall not be made or commence as a result of the Participant’s Termination Date to any Participant who is a key employee (defined below) before the date that is not less than six months after the Participant’s Termination Date. For this purpose, a key employee includes a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) during the entire 12-month period determined by the Administrator ending with the annual date upon which key employees are identified by the Administrator, and also including any Employee identified by the Administrator in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Employee is subsequently determined by the Employer, any governmental agency, or a court not to be a key employee. In the event amounts are payable to a key employee in installments in accordance with subsection 9.2, the first installment shall be delayed by six months, with all other installment payments payable as originally scheduled. To the extent not otherwise designated by the Employer in a separate document forming a part of the Plan applicable to all its nonqualified deferred compensation plans, the identification date for determining the Employer’s key employees is each December 31 (and the new key employee list is updated and effective each subsequent April 1). To the extent not otherwise designated by the Employer in a separate document forming a part of the Plan, the definition of compensation used to determine key employee status shall be determined under Treasury Regulation Section 1.415(c)-2(a). This subsection 9.3 is applicable only with respect to Employers whose stock is publicly traded on an “established securities market” (as defined in Treasury Regulation Section 1.409A-1(k)), and is not applicable to privately held Employers unless and until such Employers become publicly traded as defined in the Treasury regulations.

 

9.4 Mandatory Cash-Outs of Small Amounts

If the value of a Participant’s total Accounts at his Termination Date (or his death or other applicable distribution date), or at any time thereafter, together with the value of the Participant’s accounts under any other account balance plan maintained by the Employer or any member of the Employer’s controlled group (as defined in subsections 414(b) and (c) of the Code) is equal to or less than such amount as stated in the Adoption Agreement (which amount shall not exceed the limit described in Section 402(g) of the Code from time to time), the Accounts will be paid to the Participant (or, in the event of his death, his Beneficiary) in a single lump sum, notwithstanding any election by the Participant otherwise. Payments made under this subsection 9.4 on account of the Participant’s Termination Date shall be made within the 90-day period following the Participant’s Termination Date (provided, however, that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as soon as administratively practicable for the Administrator to make such payment).

 

9.5 Designation of Beneficiary

Each Participant from time to time may designate any individual, trust, charity or other person or persons to whom the value of the Participant’s Accounts (plus any applicable Survivor

 

-23-


Benefit, if elected by the Employer in the Adoption Agreement) will be paid in the event the Participant dies before receiving the value of all of his Accounts. A Beneficiary designation must be made in the manner required by the Administrator for this purpose. Primary and secondary Beneficiaries are permitted. A married participant designating a Beneficiary other than his Spouse must obtain the consent of his Spouse to such designation (in accordance with rules determined by the Administrator). Payments to the Participant’s Beneficiary(ies) shall be made in accordance with subsection 9.1, 9.2 or 9.4, as applicable, after the Administrator has received proper notification of the Participant’s death.

A Beneficiary designation will be effective only when the Beneficiary designation is filed with the Administrator while the Participant is alive, and a subsequent Beneficiary designation will cancel all of the Participant’s Beneficiary designations previously filed with the Administrator. Any designation or revocation of a Beneficiary shall be effective as only if it is received by the Administrator. Once received, such designation shall be effective as of the date the designation was executed, but without prejudice to the Administrator on account of any payment made before the change is recorded by the Administrator. If a Beneficiary dies before payment of the Participant’s Accounts have been made, the Participant’s Accounts shall be distributed in accordance with the Participant’s Beneficiary designation and pursuant to rules established by the Administrator. If a deceased Participant failed to designate a Beneficiary, or if the designated Beneficiary predeceases the Participant, the value of the Participant’s Accounts shall be payable to the Participant’s Spouse or, if there is none, to the Participant’s estate, or in accordance with such other equitable procedures as determined by the Administrator.

 

9.6 Reemployment

If a former Participant is rehired by an Employer, or any affiliate or subsidiary of the Employer described in Section 414(b) and (c) of the Code and Treasury Regulation Section 1.409A-1(h), regardless of whether he is rehired as an Eligible Individual (with respect to an Employee Participant), or a former Participant returns to service as a Board member, any payments being made to such Participant hereunder by virtue of his previous Termination Date shall continue to be made to him without regard to such rehire. If a former Participant is rehired by the Employer (with respect to an Employee Participant) or returns to service as a Board member, and in either case any payments to be made to the Participant by virtue of his previous Termination Date have not been made or commenced, any payments being made to such Participant hereunder by virtue of his previous Termination Date shall continue to be made to him without regard to such rehire or return to service. See subsections 4.1 and 4.2 of the Plan for special rules applicable to deferral elections for rehired or Re-Eligible Participants. Effective January 1, 2017, Board Members shall not be Eligible Individuals and are not permitted to defer additional Compensation under the Plan. Any balance credited to a Board Member’s Account as of December 31, 2016 shall nevertheless continue to be adjusted for notional investment gains and losses under the terms of the Plan and shall be distributed to him at the time and manner set forth in Section 9.

 

9.7 Special Distribution Rules

Except as otherwise provided herein and in Section 12, Account balances of Participants in this Plan shall not be distributed earlier than the applicable date or dates described in this

 

-24-


Section 9. Notwithstanding the foregoing, in the case of payments: (i) the deduction for which would be limited or eliminated by the application of Section 162(m) of the Code; (ii) that would violate securities or other applicable laws; or (iii) that would jeopardize the ability of the Employer to continue as a going concern in accordance with Code Section 409A and the regulations thereunder, deferral of such payments on a reasonably consistent basis for similarly situated Participants may be made by the Employer at the Employer’s discretion. In the case of a payment described in (i) above, the payment must be deferred either to a date in the first year in which the Employer or Administrator reasonably anticipates that a payment of such amount would not result in a limitation of a deduction with respect to the payment of such amount under Section 162(m), or the year in which the Participant’s Termination Date occurs. In the case of a payment described in (ii) or (iii) above, payment will be made at the earliest date in the first taxable year of the Employer in which the Employer or Administrator reasonably anticipates that the payment would not jeopardize the ability of the Employer to continue as a going concern in accordance with Code Section 409A and the regulations thereunder, or the payment would not result in a violation of securities or other applicable laws. Payments intended to pay employment taxes or payments made as a result of income inclusion of an amount in a Participant’s Accounts as a result of a failure to satisfy Section 409A of the Code shall be permitted at the Employer or Administrator’s discretion at any time and to the extent provided in Treasury Regulations under Section 409A of the Code and IRS Notice 2005-1, Q&A-15, and any applicable subsequent guidance. “Employment taxes” shall include Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code on compensation deferred under the Plan (the “FICA Amount”), the income tax imposed under Section 3401 of the Code or corresponding provisions of applicable state, local or foreign tax laws on the FICA Amount, and to pay the additional income tax under Section 3401 of the Code or corresponding provisions of applicable state, local or foreign tax laws attributable to the pyramiding Section 3401 wages and taxes. A distribution may be accelerated as may be necessary to comply with certain conflict of interest rules in accordance with Treasury Regulation Section I .40j9A-3(j)(4)(iii). With respect to a subchapter S corporation, a distribution may be accelerated to avoid a nonallocation year under Code Section 409(p) in the discretion of the Employer or Administrator, provided that the amount distributed does not exceed 125 percent of the minimum amount of distribution necessary to avoid the occurrence of a nonallocation year, in accordance with Treasury Regulation Section 1.409A-3(j)(4)(x).

 

9.8 Distribution on Account of Unforeseeable Emergency

If elected by the Employer in the Adoption Agreement, if a Participant or Beneficiary incurs a severe financial hardship of the type described below, he may request an Unforeseeable Emergency Withdrawal, provided that the withdrawal is necessary in light of severe financial needs of the Participant. To the extent elected by the Employer in the Adoption Agreement, the ability to apply for an Unforeseeable Emergency Withdrawal may be restricted to Participants whose Termination Date has not yet occurred. Such a withdrawal shall not exceed the amount required (including anticipated taxes on the withdrawal) to meet the severe financial need and not reasonably available from other resources of the Participant (including reimbursement or compensation by insurance, cessation of deferrals under this Plan for the remainder of the Plan Year, and liquidation of the Participant’s assets, to the extent liquidation itself would not cause severe financial hardship; provided, however, that the Participant is not required to take into account for these purposes any available distribution or loan from a qualified plan or another

 

-25-


nonqualified deferred compensation plan). Each such withdrawal election shall be made at such time and in such manner as the Administrator shall determine, and shall be effective in accordance with such rules as the Administrator shall establish and publish from time to time. Severe financial needs are limited to amounts necessary for:

 

  (a) A sudden unexpected illness or accident incurred by the Participant, his Spouse, Beneficiary under the Plan, or dependents (as defined in Code Section 152(a)).

 

  (b) Uninsured casualty loss pertaining to property owned by the Participant.

 

  (c) Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an event outside the control of the Participant.

Withdrawals of amounts under this subsection shall be paid to the Participant in a lump sum as soon as administratively feasible following receipt of the appropriate forms and information required by and acceptable to the Administrator.

 

9.9 Distribution Upon Change in Control

In the event of the occurrence of a Change in Control of the Employer or a member of the Employer’s controlled group (as designated by the Employer in the Adoption Agreement) to the extent permitted under Section 409A of the Code and the regulations and other guidance thereunder, distributions shall be made to Participants to the extent elected by the Employer in the Adoption Agreement, in the form elected by the Participants as if a Termination Date had occurred with respect to each Participant, or as otherwise specified by the Employer in the Adoption Agreement. The Change in Control shall relate to: (i) the corporation for whom the Participant is performing services at the time of the Change in Control event; (ii) the corporation that is liable for the payment from the Plan to the Participant (or all corporations so liable if more than one corporation is liable); (iii) a corporation that is a majority shareholder of a corporation described in (i) or (ii) above; or (iv) any corporation in a chain of corporations in which each such corporation is a majority shareholder of another corporation in the chain, ending in a corporation described in (i) or (ii) above, as elected by the Employer in the Adoption Agreement. A “majority shareholder” for these purposes is a shareholder owning more than 50% of the total fair market value and total voting power of such corporation. Attribution rules described in section 318(a) of the Code apply to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option. Notwithstanding the foregoing, if a vested option is exercisable for stock that is not substantially vested (as defined in section 1.83-3(b) and (j) of the Code), the stock underlying the option is not treated as owned by the individual who holds the option. If plan payments are made on account of a Change in Control and are calculated by reference to the value of the Employer’s stock, such payments shall be completed not later than 5 years after the Change in Control event. To the extent designated by the Employer in the Adoption Agreement, the Change in Control shall occur upon the date that: (v) a person or “Group” (as defined in Treasury Regulation Sections 1.409A3(i)(5)(v)(B) and (vi)(D)) acquires more than 50% of the total fair market value or voting power of stock of the corporation designated in (i) through (iv) above; (vi) a person or Group acquires ownership (“effective control”) of stock of the corporation with at least 30% of the total voting power of the corporation designated in (i) through (iv) above and as further limited by Treasury

 

-26-


Regulation Section 1.409A-3(i)(5)(vi)); (vii) a majority of the board of directors of any corporation designated in (i) through (iv) above in which no other corporation is a majority shareholder is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the board as constituted prior to the appointment or election; or (viii) a person or Group acquires assets from the corporation designated in (i) through (iv) above having a total fair market value of at least 40% of the value of all assets of the corporation immediately prior to such acquisition; as designated by the Employer in the Adoption Agreement. For purposes of (vi) above, if any one person, or more than one person acting as a Group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation under (vi) above). An increase in the percentage of stock owned by any one person, or persons acting as a Group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. For purposes of (v) through (viii) above, a Change in Control shall be further limited in accordance with Treasury Regulation Sections 1.409A-3(i)(5)(v), (vi) and (vii). Distributions under this subsection shall be made as soon as administratively feasible following such Change in Control.

 

9.10 Supplemental Survivor Death Benefit

A supplemental survivor death benefit shall be paid to the Beneficiary of an eligible Participant who has satisfied the following criteria prior to his death:

 

  (a) The Participant is eligible to participate in the Plan and, at the time of his death, had a current Account balance (regardless of whether or not the Participant actually was making Compensation Deferrals at the time of his death);

 

  (b) The Participant was an active Employee with the Employer at the time of his death;

 

  (c) The Participant completed and submitted an insurance application to the Administrator; and

 

  (d) The Employer subsequently purchased an insurance policy on the life of the Participant, with a death benefit payable, which policy is in effect at the time of the Participant’s death.

Notwithstanding any provision of this Plan or any other document to the contrary, the supplemental survivor death benefit payable pursuant to this Subsection 9.10 shall be paid only if an insurance policy has been issued on the Participant’s life and such policy is in force at the time of the Participant’s death and the Employer shall have no obligation with respect to the payment of the supplemental survivor death benefit, or to maintain an insurance policy for any Participants.

 

-27-


SECTION 10 GENERAL PROVISIONS

 

10.1 Interests Not Transferable

The interests of persons entitled to benefits under the Plan are not subject to their debts or other obligations and, except as may be required by the tax withholding provisions of the Code or any state’s income tax act, may not be voluntarily or involuntarily sold, transferred, alienated, assigned, or encumbered; provided, however, that a Participant’s interest in the Plan may be transferable pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Code to the extent designated by the Employer in the Adoption Agreement.

 

10.2 Employment Rights

The Plan does not constitute a contract of employment, and participation in the Plan shall not give any Employee the right to be retained in the employ of an Employer, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. The Employer expressly reserves the right to discharge any Employee at any time.

 

10.3 Litigation by Participants or Other Persons

If a legal action begun against the Administrator (or any member or former member thereof), an Employer, or any person or persons to whom an Employer or the Administrator has delegated all or part of its duties hereunder, by or on behalf of any person results adversely to that person, or if a legal action arises because of conflicting claims to a Participant’s or other person’s benefits, the cost to the Administrator (or any member or former member thereof), the Employer or any person or persons to whom the Employer or the Administrator has delegated all or part of its duties hereunder of defending the action may be charged to the extent permitted by law to the sums, if any, which were involved in the action or were payable to the Participant or other person concerned.

 

10.4 Indemnification

To the extent permitted by law, the Employer shall indemnify each member of the Administrator committee, and any other employee or member of the Board with duties under the Plan, against losses and expenses (including any amount paid in settlement) reasonably incurred by such person in connection with any claims against such person by reason of such person’s conduct in the performance of duties under the Plan, except in relation to matters as to which such person has acted fraudulently or in bad faith in the performance of duties. Notwithstanding the foregoing, the Employer shall not indemnify any person for any expense incurred through any settlement or compromise of any action unless the Employer consents in writing to the settlement or compromise.

 

10.5 Evidence

Evidence required of anyone under the Plan may be by certificate, affidavit, document, or other information which the person acting on it considers pertinent and reliable, and signed, made, or presented by the proper party or parties.

 

-28-


10.6 Waiver of Notice

Any notice required under the Plan may be waived by the person entitled to such notice.

 

10.7 Controlling Law

Except to the extent superseded by laws of the United States, the laws of the state indicated by the Employer in the Adoption Agreement shall be controlling in all matters relating to the Plan.

 

10.8 Statutory References

Any reference in the Plan to a Code section or a section of ERISA, or to a section of any other Federal law, shall include any comparable section or sections of any future legislation that amends, supplements, or supersedes that section.

 

10.9 Severability

In case any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provision had never been set forth in the Plan.

 

10.10 Action By the Employer or the Administrator

Any action required or permitted to be taken by the Employer under the Plan shall be by resolution of its Board of Directors (which term shall include any similar governing body for any Employer that is not a corporation), by resolution or other action of a duly authorized committee of its Board of Directors, or by action of a person or persons authorized by resolution of its Board of Directors or such committee. Any action required or permitted to be taken by the Administrator under the Plan shall be by resolution or other action of the Administrator or by a person or persons duly authorized by the Administrator.

 

10.11 Headings and Captions

The headings and captions contained in this Plan are inserted only as a matter of convenience and for reference, and in no way define, limit, enlarge, or describe the scope or intent of the Plan, nor in any way shall affect the construction of any provision of the Plan.

 

10.12 Gender and Number

Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the singular shall include the plural, and the plural shall include the singular.

 

-29-


10.13 Examination of Documents

Copies of the Plan and any amendments thereto are on file at the office of the Employer where they may be examined by any Participant or other person entitled to benefits under the Plan during normal business hours.

 

10.14 Elections

Each election or request required or permitted to be made by a Participant (or a Participant’s Spouse or Beneficiary) shall be made in accordance with the rules and procedures established by the Employer or Administrator and shall be effective as determined by the Administrator. The Administrator’s rules and procedures may address, among other things, the method and timing of any elections or requests required or permitted to be made by a Participant (or a Participant’s Spouse or Beneficiary). All elections under the Plan shall comply with the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”).

 

10.15 Manner of Delivery

Each notice or statement provided to a Participant shall be delivered in any manner established by the Administrator and in accordance with applicable law, including, but not limited to, electronic delivery.

 

10.16 Facility of Payment

When a person entitled to benefits under the Plan is a minor, under legal disability, or is in any way incapacitated so as to be unable to manage his financial affairs, the Administrator may cause the benefits to be paid to such person’s guardian or legal representative. If no guardian or legal representative has been appointed, or if the Administrator so determines in its sole discretion, payment may be made to any person as custodian for such individual under any applicable state law, or to the legal representative of such person for such person’s benefit, or the Administrator may direct the application of such benefits for the benefit of such person. Any payment made in accordance with the preceding sentence shall be a full and complete discharge of any liability for such payment under the Plan.

 

10.17 Missing Persons

The Employer and the Administrator shall not be required to search for or locate a Participant, Spouse, or Beneficiary. Each Participant, Spouse, and Beneficiary must file with the Administrator, from time to time, in writing the Participant’s, Spouse’s, or Beneficiary’s post office address and each change of post office address. Any communication, statement, or notice addressed to a Participant, Spouse, or Beneficiary at the last post office address filed with the Administrator, or if no address is filed with the Administrator, then in the case of a Participant, at the Participant’s last post office address as shown on the Employer’s records, shall be considered a notification for purposes of the Plan and shall be binding on the Participant and the Participant’s Spouse and Beneficiary for all purposes of the Plan.

 

-30-


If the Administrator is unable to locate the Participant, Spouse, or Beneficiary to whom a Participant’s Accounts are payable, the Participant’s Accounts shall be frozen as of the date on which distribution would have been completed under the terms of the Plan, and no further notional investment returns shall be credited thereto.

If a Participant whose Accounts were frozen (or his Beneficiary) files a claim for distribution of the Accounts within 7 years after the date the Accounts are frozen, and if the Administrator or Employer determines that such claim is valid, then the frozen balance that has become payable shall be paid by the Employer to the Participant or Beneficiary in a lump sum cash payment as soon as practicable thereafter. If the Administrator notifies a Participant, Spouse, or Beneficiary of the provisions of this Subsection, and the Participant, Spouse, or Beneficiary fails to claim the Participant’s, Spouse’s, or Beneficiary’s benefits or make such person’s whereabouts known to the Administrator within 7 years after the date the Accounts are frozen, the benefits of the Participant, Spouse, or Beneficiary may be disposed of, to the extent permitted by applicable law, by one or more of the following methods:

 

  (a) By retaining such benefits in the Plan.

 

  (b) By paying such benefits to a court of competent jurisdiction for judicial determination of the right thereto.

 

  (c) By forfeiting such benefits in accordance with procedures established by the Administrator. If a Participant, Spouse, or Beneficiary is subsequently located, such benefits may be restored (without adjustment) to the Participant, Spouse, or Beneficiary under the Plan.

 

  (d) By any equitable manner permitted by law under rules adopted by the Administrator.

 

10.18 Recovery of Benefits

In the event a Participant, Spouse, or Beneficiary receives a benefit payment from the Plan that is in excess of the benefit payment that should have been made to such Participant, Spouse, or Beneficiary, or in the event a person other than a Participant, Spouse, or Beneficiary receives an erroneous payment from the Plan, the Administrator or Employer shall have the right, on behalf of the Plan, to recover the amount of the excess or erroneous payment from the recipient. To the extent permitted under applicable law, the Administrator or Employer may, at its option, deduct the amount of such excess or erroneous payment from any future benefits payable to the applicable Participant, Spouse, or Beneficiary.

 

10.19 Effect on Other Benefits

Except as otherwise specifically provided under the terms of any other employee benefit plan of the Employer, a Participant’s participation in this Plan shall not affect the benefits provided under such other employee benefit plan.

 

-31-


10.20 Tax and Legal Effects

The Employer, the Administrator, and their representatives and delegates do not in any way guarantee the tax treatment of benefits for any Participant, Spouse, or Beneficiary, and the Employer, the Administrator, and their representatives and delegates do not in any way guarantee or assume any responsibility or liability for the legal, tax, or other implications or effects of the Plan. In the event of any legal, tax, or other change that may affect the Plan, the Employer may, in its sole discretion, take any actions it deems necessary or desirable as a result of such change.

 

-32-


SECTION 11 THE ADMINISTRATOR

 

11.1 Information Required by Administrator

Each person entitled to benefits under the Plan must file with the Administrator from time to time in writing such person’s mailing address and each change of mailing address. Any communication, statement, or notice addressed to any person at the last address filed with the Administrator will be binding upon such person for all purposes of the Plan. Each person entitled to benefits under the Plan also shall furnish the Administrator with such documents, evidence, data, or information as the Administrator considers necessary or desirable for the purposes of administering the Plan. The Employer shall furnish the Administrator with such data and information as the Administrator may deem necessary or desirable in order to administer the Plan. The records of the Employer as to an Employee’s or Participant’s period of employment or membership on the Board, termination of employment or membership and the reason therefor, leave of absence, reemployment, and Compensation will be conclusive on all persons unless determined to the Administrator’s or Employer’s satisfaction to be incorrect.

 

11.2 Uniform Application of Rules

The Administrator shall administer the Plan on a reasonable basis. Any rules, procedures, or regulations established by the Administrator shall be applied uniformly to all persons similarly situated.

 

11.3 Review of Benefit Determinations

Benefits will be paid to Participants and their beneficiaries without the necessity of formal claims. Participants or their beneficiaries, however, may make a written request to the Administrator for any Plan benefits to which they may be entitled. Participants’ written request for Plan benefits will be considered a claim for Plan benefits, and will be subject to a full and fair review. If the claim is wholly or partially denied, the Administrator will furnish the claimant with a written notice of this denial. This written notice will be provided to the claimant within 90 days after the receipt of the claim by the Administrator. If notice of the denial of a claim is not furnished to the claimant in accordance with the above within 90 days, the claim will be deemed denied. The claimant will then be permitted to proceed to the review stage described in the following paragraphs.

Upon the denial of the claim for benefits, the claimant may file a claim for review, in writing, with the Administrator. The claim for review must be filed no later than 60 days after the claimant has received written notification of the denial of the claim for benefits or, if no written denial of the claim was provided, no later than 60 days after the deemed denial of the claim. The claimant may review all pertinent documents relating to the denial of the claim and submit any issues and comments, in writing, to the Administrator. If the claim is denied, the Administrator must provide the claimant with written notice of this denial within 60 days after the Administrator’s receipt of the claimant’s written claim for review. The Administrator’s decision on the claim for review will be communicated to the claimant in writing and will include specific references to the pertinent Plan provisions on which the decision was based. If the Administrator’s decision on review is not furnished to the claimant within the time

 

-33-


limitations described above, the claim will be deemed denied on review. If the claim for Plan benefits is finally denied by the Administrator (or deemed denied), then the claimant may bring suit in federal court. The claimant may not commence a suit in a court of law or equity for benefits under the Plan until the Plan’s claim process and appeal rights have been exhausted and the Plan benefits requested in that appeal have been denied in whole or in part. However, the claimant may only bring a suit in court if it is filed within 90 days after the date of the final denial of the claim by the Administrator.

With respect to claims for benefits payable as a result of a Participant being determined to be disabled, the Administrator will provide the claimant with notice of the status of his claim for disability benefits under the Plan within a reasonable period of time after a complete claim has been filed, but no later than 45 days after receipt of the claim for benefits. The Administrator may request an additional 30-day extension if special circumstances warrant by notifying the claimant of the extension before the expiration of the initial 45-day period. If a decision still cannot be made within this 30-day extension period due to circumstances outside the Plan’s control, the time period may be extended for an additional 30 days, in which case the claimant will be notified before the expiration of the original 30-day extension.

If the claimant has not submitted sufficient information to the Administrator to process his disability benefit claim, he will be notified of the incomplete claim and given 45 days to submit additional information. This will extend the time in which the Administrator has to respond to the claim from the date the notice of insufficient information is sent to the claimant until the date the claimant responds to the request. If the claimant does not submit the requested missing information to the Administrator within 45 days of the date of the request, the claim will be denied.

If a disability benefit claim is denied, the claimant will receive a notice which will include: (i) the specific reasons for the denial, (ii) reference to the specific Plan provisions upon which the decision is based, (iii) a description of any additional information the claimant might be required to provide with an explanation of why it is needed, and (iv) an explanation of the Plan’s claims review and appeal procedures, and (v) a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial on appeal.

The claimant may appeal a denial of a disability benefit claim by filing a written request with the Administrator within 180 days of the claimant’s receipt of the initial denial notice. In connection with the appeal, the claimant may request that the Plan provide him, free of charge, copies of all documents, records and other information relevant to the claim. The claimant may also submit written comments, records, documents and other information relevant to his appeal, whether or not such documents were submitted in connection with the initial claim. The Administrator may consult with medical or vocational experts in connection with deciding the claimant’s claim for benefits.

The Administrator will conduct a full and fair review of the documents and evidence submitted and will ordinarily render a decision on the disability benefit claim no later than 45 days after receipt of the request for review on appeal. If there are special circumstances, the decision will be made as soon as possible, but not later than 90 days after receipt of the request for review on appeal. If such an extension of time is needed, the claimant will be notified in

 

-34-


writing prior to the end of the first 45-day period. The Administrator’s final written decision will set forth: (i) the specific reasons for the decision, (ii) references to the specific Plan provisions on which the decision is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim, and (iv) a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial on appeal. The Administrator’s decision made in good faith will be final and binding.

The claims procedures set forth in this Section 11.3 are intended to comply with United States Department of Labor Regulation §2560.503-1 and should be construed in accordance with such regulation. In no event shall it be interpreted as expanding the rights of claimants beyond what is required by United States Department of Labor Regulation §2560.503-1. The Administrator may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with ERISA, and the regulations issued thereunder.

 

11.4 Administrator’s Decision Final

Benefits under the Plan will be paid only if the Administrator decides in its sole discretion that a Participant or Beneficiary (or other claimant) is entitled to them. Subject to applicable law, any interpretation of the provisions of the Plan and any decisions on any matter within the discretion of the Administrator made by the Administrator or its delegate in good faith shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known and the Administrator shall make such adjustment on account thereof as it considers equitable and practicable.

 

-35-


SECTION 12 AMENDMENT AND TERMINATION

While the Employer expects and intends to continue the Plan, the Employer and the Administrator each reserve the right to amend the Plan at any time and for any reason, including the right to amend this Section 12 and the Plan termination rules herein; provided, however, that each Participant will be entitled to the amount credited to his Accounts immediately prior to such amendment. The power to amend the Plan includes (without limitation) the power to change the Plan provisions regarding eligibility, contributions, notional investments, vesting, and distribution forms, and timing of payments, including changes applicable to benefits accrued prior to the effective date of any such amendment; provided, however, that amendments to the Plan (other than amendments relating to Plan termination) shall not cause the Plan to provide for acceleration of distributions in violation of Section 409A of the Code and applicable regulations thereunder.

The Employer reserves the right to terminate the Plan at any time and for any reason; provided, however, that each Participant will be entitled to the amount credited to his Accounts immediately prior to such termination (as adjusted for notional income, losses, expenses, appreciation and depreciation occurring from the date of such termination until the date of distribution).

In the event that the Plan is terminated pursuant to this Section 12, the balances in affected Participants’ Accounts shall be distributed at the time and in the manner set forth in Section 9. Notwithstanding the foregoing, the Employer and the Administrator reserve the right to make all such distributions within the second twelve-month period commencing with the date of termination of the Plan; provided, however, that no such distribution will be made during the first twelve-month period following such date of Plan termination other than those that would otherwise be payable under Section 9 absent the termination of the Plan. In the event of a Plan termination due to a Change in Control of the Employer, distributions shall be made within 12 months of the date of the termination of the Plan.

 

-36-


NONQUALIFIED

DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT


NONQUALIFIED DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT

ADOPTION OF PLAN — [Select one]

 

Adoption - The undersigned                      (the “Employer”) hereby adopts as a Nonqualified Deferred Compensation Plan for the individuals identified in Item 5 herein the form of Plan known as the Nonqualified Supplemental Deferred Compensation Plan.

 

Amendment of Previous Nonqualified Deferred Compensation Plan - With “Grandfathered” Amounts              (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the                      [enter name of previous plan], and the execution of this Adoption Agreement constitutes an amendment to that Plan, effective only for Deferrals, Contributions, earnings, gains, losses, depreciation and appreciation vested and credited thereto or debited therefrom on and after the Effective Date listed in Section 2 below, or, if otherwise determined by the Employer, on and after January 1, 2005 with respect to Plan provisions required under Section 409A of the Internal Revenue Code and the regulations thereunder. All other amounts in the plan shall be subject to the provisions of the previous plan document. This option is appropriate if the previous plan contains grandfathered amounts not subject to Section 409A of the Internal Revenue Code. Grandfathered amounts were contributed to the plan prior to January 1, 2005 under the terms of the plan in effect prior to October 4, 2004, and those plan terms have not since been materially modified. Grandfathered amounts and earnings will be administered under the terms of the prior plan document.

 

Restatement of Previous Nonqualified Deferred Compensation Plan the undersigned, Quanta Services, Inc. (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the Quanta Services, Inc. Nonqualified Deferred Compensation Plan, and the execution of this Adoption Agreement constitutes a restatement of that Plan, effective as of the Effective Date listed in Section 2 below for all funds under the Plan. This option is appropriate if the previous plan does not contain “grandfathered” amounts (see description above), or if Employer wishes to apply Section 409A rules to all amounts in the plan (even pre-2005 amounts), or if previous plan has been materially modified and thus become subject to Section 409A.

NAME OF PLAN

The name of this Plan as adopted by the Employer is the Quanta Services, Inc. Nonqualified Deferred Compensation Plan (the “Plan”).

INDIVIDUALIZED PLAN INFORMATION

With respect to the variable features contained in the Plan, the Employer hereby makes the following selections granted under the provisions of the Plan:

1. Adopting Entity. The Employer adopts the Plan as:

List type of business entity (corporation, partnership, controlled group of corporations, etc.) Corporation


List each Employer adopting the Plan and Employer Identification Number (EIN).

 

Name of Employer:   Quanta Services, Inc.   EIN:         74-2851603   
Name of Employer:   See Attached List   EIN:   
Name of Employer:     EIN:   
Name of Employer:     EIN:   
Name of Employer:     EIN:   

(attach additional lists as necessary)

The adopting Employers and the Employer are referred to herein collectively as the “Employer.”

Select state of controlling law (see Section 10.7 of Plan Document):

 

State of incorporation;                     

 

State of domicile          Texas

 

2. Effective Date. The “Effective Date” of the adoption of this Plan, this Plan amendment or this Plan restatement is January 1, 2017.

 

3. Plan Year. The “Plan year” of the Plan shall be [select one]

 

  the calendar year.

 

  the fiscal year or other 12- month period ending on the last day of
                            [specify month].

 

  a short Plan year beginning on,                     and ending on            ,        ; and thereafter the Plan year shall be as indicated in (a) or (b) above.

 

4. Plan Administrator. The “Administrator” of the Plan is the Company

[fill in the name(s) of the individual(s) or job title(s) or entity (such as a committee) that is (are) responsible for administration of the Plan], and such other person(s) or entity as the Employer shall appoint from time to time.

 

5. Eligible Individuals. The following shall be eligible to participate in the Plan: [select all that apply – do not list individual names]:

 

  A select group of management or highly-compensated Employees as designated by the Employer in separate resolutions or agreements;

 

  Employee Board Members;

 

  Non-Employee Board Members;

 

  Other Service Providers (i.e., independent contractors, consultants, etc.)

 

2


  Employees or other Service Providers above the following Compensation threshold: [enter dollar amount] $        

 

  Employees with the following job titles: [enter job title(s); for example, “Vice President and above”]

 

  Other: [enter description]

 

6. Eligibility Timing. Eligibility timing selected below shall apply uniformly to all Participant Deferrals (including Performance-Based Bonus Deferrals), as well as Employer Matching Contributions and Other Employer Contributions, unless otherwise indicated. If the Employer wishes to provide for separate eligibility rules for different types of Compensation (for example, Salary vs. Bonus), or for types of Contributions (for example, Employer Matching Contributions vs. Participant Deferrals), mark “Other” below and attach exhibits as necessary [select one]:

 

  Eligible immediately upon properly completed designation by the Plan administrator or Employer;

 

  Eligible after the following period of employment, Board service, etc. [enter number of days, months or years, for example, 90 days]                     ;

 

  Other [enter description]:                     

 

7. Types and Amounts of Participant Deferrals [select all that apply and enter minimum and maximum percentages in increments of one percent (for example, Salary minimum 0% maximum 100%). Note that no Deferral election can reduce a Participant’s Compensation below the amount necessary to satisfy required withholding for FICA/Medicare/income taxes, required Participant Contributions into another Employer-sponsored benefit plan such as medical insurance, 401(k) loan repayments, etc.]:

 

  Salary [select one]:

 

  percentage [minimum 0 % and maximum 75 %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

  Non-Performance-Based Bonus [select one]:

 

  percentage [minimum 0 % and maximum 100 %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

  Performance-Based Bonus [select one and enter performance period (for example, 12-month period ending each March 31]: performance period from January 1 to December 31.

 

  percentage [minimum 0 % and maximum 100 %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

3


Commissions [select one]:

 

  percentage [minimum 0 % and, maximum 100 %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

Board of Directors Fees/Retainer (note – should not include expense reimbursements):

 

  percentage [minimum      % and, maximum      %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

Other Service Provider Fees or other earned income from the Employer:

 

  percentage [enter minimum                      and, maximum      %]

  or

 

  fixed dollar amount [enter minimum $        ].

 

401(k) Refund (amount deferred from Participant’s regular Compensation equal in value to any refund paid to Participant in that year resulting from excess deferrals in Employer’s 401(k) plan – see Subsection 2.9 of Plan document for definition.)

 

Social Security Trigger (amount deferred pursuant to an election by the Participant to defer a separate percentage of Compensation only from that portion of Compensation that exceeds the Social Security Taxable Wage Base for the upcoming year).

 

Deferral of restricted stock units.

 

Other [enter description]:                     

NOTE: Special Rules for Multi-Year RSU Grants Structured to Provide For Annual Vesting of a Specified Portion of the Total Grant:

☒        Check this box if the Employer wishes to allow for deferral of restricted stock units that are structured so that a specified portion of the RSU grant vests annually (for example, an RSU grant over a four-year period vesting 25% annually). Under this type of grant, the election to defer may be made separately with respect to each portion of the grant that vests in a given year. However, each election for each portion of the grant must be made either: (i) within 30 days of the date of grant or each anniversary thereof, and only if the RSU is structured so that vesting is contingent on the employee performing services for at least an additional 12 months subsequent to the election; or (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the previous payment date).

 

4


8. Definition of Compensation for Purposes of Making Plan Contributions [select one]:

 

  Same definition of Compensation as in Employer’s 401(k) or other applicable qualified retirement plan.

 

  Participant’s total wages, salary, commissions, overtime, bonus, etc. for a given year which the Employer is required to report on Form W-2 or other appropriate form, (or, in the case of Board members, Board fees and retainer only, but not including expense reimbursements)(or, in the case of Other Service Providers, the Participant’s total remuneration from the Employer for a given year pursuant to the agreement to provide services to the Employer), earned while the Participant is an Eligible Individual as determined by the Employer.

 

  Other [enter description]:                     

 

9. Expiration of Participant’s Deferral Elections [select all that apply]:

 

  Renewed Each Year: Participant’s Deferral Elections must be renewed each year during the open enrollment period ending no later than December 31 prior to the effective Plan year (or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).

 

  For all types of Compensation Deferrals.

 

  For Salary Deferrals only — other types of Deferrals are “evergreen”.

 

  For Performance-Based Bonus only — other types of Deferrals are “evergreen”.

 

  Other: [specify]                     

 

  Evergreen: Participant’s Deferral Elections will be “evergreen” (i.e., will continue indefinitely until the Participant’s Termination Date unless changed by the Participant – so each year the Participant will be deemed to have the same election in place as the prior year unless actively changed by the Participant during the open enrollment period ending no later than December 31 prior to the effective Plan year or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).

 

  For all types of Compensation Deferrals.

 

  For Salary Deferrals only — other types of Deferrals are renewed each year.

 

  For Performance-Based Bonus only — other types of Deferrals are renewed each year.

 

  Other: [specify]                     

 

10. Employer Contributions [select all that apply]:

 

  ☐     (a)    No Employer Contributions.

 

5


  (b) Matching Contributions [enter description of matching formula below and also complete Items 11 and 12]

With respect to each Plan Year, and solely with respect to a Participant who defers an amount under the Quanta Services, Inc. 401(k) Savings Plan (the “401(k) Plan”) with respect to such Plan Year that is no less than the limit set forth under I.R.C. Section 402(g) limit, such Participant will be credited with an Employer Matching Contribution under the Plan equal to the difference between (A) 100% of the first 3% of the Participant’s Compensation that is deferred under the Plan, plus 50% of the next 3% of the Participant’s Compenstion that is deferred under Plan, and (B) the maximum matching contribution that could be contributed on behalf of the Participant under the 401(k) Plan with respect to such Plan Year. For purposes of determining the Employer Matching Contribution under the Plan, “Compensation” shall have the same meaning as set forth under the 401(k) Plan, but without regard to the limit set forth under I.R.C. Section 401(a)(17).

 

  (c) Employer Contributions other than Matching Contributions [enter description of Employer Contribution formula below and complete Item 13]

For any Plan Year, the Employer may elect to make a Discretionary Employer Contribution for any Participant

 

11. Employees Eligible to Receive Employer Matching Contributions. Matching Contributions made for each Plan Year (if applicable) shall be allocated and credited to the Accounts of the following Participants: [Select one if applicable]

 

  Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) during that Plan Year, or, in the case of Other Service Providers, who provided services to the Employer during that Plan Year.

 

  Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) on the last day of the Plan Year, or, in the case of Other Service Providers, who provided services to the Employer on the last day of the Plan Year.

 

  Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) on the last day of the Plan Year or who retired, died or were Disabled during the Plan Year, or, in the case of Other Service Providers, who provided services to the Employer on the last day of the Plan Year or who died or were Disabled during the Plan Year. [If this option is selected, complete Item 29 — definition of “Disability”.]

 

12. Vesting Schedule of Employer Matching Contributions. If Matching Contributions are made to the Plan, select the rate at which such Contributions will vest [select one]:

 

  Immediate 100% vesting for all Participants.

 

6


  “Cliff’ vesting (0% up to cliff; 100% after cliff) [select one]:

 

  1 year cliff (less than 1 year 0%; 1 or more years 100%)

 

  2 year cliff (less than 2 years 0%; 2 or more years 100%)

 

  Other cliff (enter number of years: less than      years 0%;                      or more years 100%)

 

  “Graded” vesting [enter vesting percentages]:

 

1 year     %    6 years     %    11 years     %
2 years     %    7 years     %    12 years     %
3 years     %    8 years     %    13 years     %
4 years     %    9 years     %    14 years     %
5 years     %    10 years     %    15 years     %

 

  Other vesting schedule: [describe schedule — subject to approval] To be determined at the time of contribution

 

13. Vesting Schedule of Employer Contributions (Other Than Matching Contributions). If Employer Contributions (other than Matching Contributions) are made to the Plan, select the rate at which such Contributions will vest [select one]:

 

  Immediate 100% vesting for all Participants

 

  “Cliff’ vesting (0% up to cliff; 100% after cliff) [select one]

 

  1 year cliff (less than 1 year 0%; 1 or more years 100%)

 

  2 year cliff (less than 2 years 0%; 2 or more years 100%)

 

  Other cliff (enter number of years: less than      years 0%;                      or more years 100%)

 

  “Graded” vesting [enter vesting percentages]:

 

1 year     %    6 years     %    11 years     %
2 years     %    7 years     %    12 years     %
3 years     %    8 years     %    13 years     %
4 years     %    9 years     %    14 years     %
5 years     %    10 years     %    15 years     %

 

  Other vesting schedule: [describe schedule — subject to approval] To be determined at the time of the contribution

 

7


14. Vesting Years. A “Vesting Year” described above for purposes of determining vesting under the Plan shall be computed in accordance with: [select one — if this is an amendment or restatement of a prior plan, definition from prior plan will override this definition.]

 

  Years of service (12-consecutive-month periods) with the Employer since date of hire (or date of commencement of Board service).

 

  Years of participation in the Plan (12-consecutive-month period between date Participant enters Plan and anniversary of such date) (if this is an amendment or restatement of a prior Plan, years of participation in prior plan will be included) (additional fees will apply if this item is selected).

 

  Plan Years since each Plan Year’s total Contributions were made (“rolling vesting”) (additional fees will apply if this item is selected). [If this option is selected, select either (a) or (b) below]

 

  (a) Vesting will be credited/updated on the last day of the Plan year.

 

  (b) Vesting will be credited/updated on the anniversary of the date the Contribution is credited.

 

  Other: To be determined at the time of the contribution

 

15. Full Vesting Upon Occurrence of Specific Event. [select all that apply]

 

  100% vesting upon Normal Retirement [describe criteria such as age (can be partial year), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]

Age plus Years of Service equals to 70

 

  100% vesting upon Early Retirement [describe criteria such as age (must be whole years), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]

 

                    

 

  100% vesting upon Death.

 

  100% vesting upon Disability [complete Item 29 — definition of “Disability”].

 

  100% vesting upon Change in Control of the Employer [complete Items 27 and 28 — definition of “Change in Control”]

 

  100% vesting upon occurrence of other event:        [describe event]

 

8


16. Service Before Plan’s Establishment Excluded. Years of service earned prior to establishment of the Plan shall be disregarded for purposes of determining vesting under the Plan:

 

  Yes (this may be elected only if this is the establishment of a new Plan).

 

  No.

 

17. Forfeitures for Misconduct or Violation of Non-Compete. Participants terminating employment prior to becoming 100% vested will forfeit the forfeitable percentage of their Accounts as indicated in accordance with the vesting schedule selected in Items 12 and/or 13. Participants will also forfeit 100% of their Matching and Employer Contribution Accounts (if applicable) under the following circumstances: [select any that apply]:

 

  Misconduct (termination for Cause). [enter definition of Misconduct or Cause below]

Termination “for cause” shall mean the occurrence of any of the following, as determined by the committee in its sole discretion:

a.    Participant’s gross negligence in the performance of, intentional nonperformance of, or inattention to his material duties and responsibilities, any of which continues for five (5) business days after receipt of written notice of need to cure the same;

b.    Participant’s willful dishonesty, fraud or material misconduct or any other egregious act with respect to the business, affairs or reputation of Employer;

c.    the violation by Participant of any of Employer’s policies or procedures, which violation is not cured by Participant within five (5) business days after Participant has been given written notice thereof;

d.    a conviction of, a plea of nolo contendere, a guilty plea, or confession by Participant to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude;

e.    Participant’s use of illegal substances or habitual drunkenness;

f.    the breach by Participant of any agreement with the Employer if Participant does not cure such breach within five (5) business days after Participant has been given written notice thereof; or

g.    termination of the Participant’s services by the Employer for “cause” pursuant to the terms of any employment, consulting or service arrangement or agreement.

 

9


  Engaging in competition with the Employer. [enter definition of engaging in competition below]

For purposes of this section, “Company Group” shall mean Quanta Services, Inc. and its predecessors, designees, successors, and past, present and future operating companies, divisions, subsidiaries and/or affiliates

 

  (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in any business or industry in which the Company Group is engaged, within the United States, Canada or any other country in which the Company Group conducts business, including any territory serviced by the Company Group, or in which the Company Group is actively pursuing business opportunities (the “Territory”);

 

  (ii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company Group, or a prospective customer that has been actively solicited by the Company Group, within the Territory for the purpose of soliciting or selling products or services in competition with the Company Group; or

 

  (iii) call upon any prospective acquisition candidate, on Participant’s own behalf or on behalf of any competitor, which candidate was, to Participant’s actual knowledge after due inquiry, either called upon by the Company Group or for which the Company Group made an acquisition analysis for the purpose of acquiring such entity.

 

18. Employer Stock as Deemed Investment Option. If Employer stock will be a deemed investment option, indicate below how shares are to be tracked: [select one]

 

  Partial and whole shares.

 

  Unitized fund.

 

19. In-Service Distributions. If the Employer elects below, the Plan will allow distributions of Participant Deferral Contributions to be made to Participants while they are still employed (“In-Service Distributions”), if they elect a fixed distribution date during the regular election period. [Select one]

 

  No, In-Service Distributions will not be permitted.

 

  Yes, In-Service Distributions will be permitted. [select one].

 

  For All Participant Deferral Contributions

 

  For Participant Compensation Deferral Contributions (other than Performance-Based Bonus) only.

 

10


  For Participant Performance-Based Bonus Deferral Contributions.

 

  For Employer Contributions. [if selected, employer contributions must be 100% vested, and additional fees may apply]. If Employer wishes to limit in-service withdrawals to specific types of Employer Contributions, enter details below:

[Note - if “Yes” is elected above and the Plan will allow In-Service Distributions, please indicate if Participant will be permitted to make a “pushback” subsequent election to defer the original distribution date at least five years in accordance with Plan provisions (see subsection 9.1 of Plan document - note that election must be made 12 months prior to original distribution date and election will not take effect for 12 months)      Yes      No]

Please indicate the number of years a Participant must defer payment(s) until In-Service Distribution(s) may begin:

 

  Years after the Calendar Year for which the deferral is effective

 

       Years after the Calendar Year for which the deferral is effective

Please indicate if separate In-Service Distribution Dates are allowed for each Type of Participant Deferral selected in Item 7:

 

  No (single distribution date allowed per Plan Year)

 

  Yes (requires additional tracked sources per Plan Year)

 

20. In-Service Distributions – Form and Timing of Payment. In-Service Distributions shall be made to Participants in the following form: [Select one]

 

  Lump Sums Only

 

  Either 100% in Lump Sums or 100% in Installments.

[Note - if Installments are elected above, please indicate if Participant will be permitted to make a subsequent election to change the installments in accordance with Plan provisions (see subsection 9.2 of Plan document)      Yes      No]

 

21. Unforeseeable Emergency Distributions Dates. If the Employer elects below, the Plan will allow distributions to be made to Participants while they are still employed if they meet the criteria for an unforeseeable emergency financial hardship (“Unforeseeable Emergency Distributions”). Both Participant Deferral Contributions and Vested Employer Contributions can be distributed in the event of an eligible Unforeseeable Emergency Distribution event. [Select one]

 

  No, Unforeseeable Emergency Distributions will not be permitted.

 

11


  Yes, Unforeseeable Emergency Distributions will be permitted.[select one below].

 

  For active Participants only.

 

  For active Participants, terminated Participants and Beneficiaries.

 

22. Form of Distributions (at Termination of Employment or Death). Distributions will be made to Participants upon Termination of Employment with the Employer or Death of the Participant as follows [select one]

 

  Lump sum only.

 

  Lump sum unless installments elected, but can only receive installments if Participant meets the following criteria [select all that apply- if item not selected below, then Participants in that category will receive lump sum only]:

 

  Retirement [describe criteria such as age (can be partial year), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]                     

 

  Early Retirement [describe criteria such as age (must be whole years), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]                     

 

  Termination (other than for Misconduct, Cause or Violation of Non-Compete)

 

  Lump sum unless installments elected, and Participant may receive installments regardless of reason for Termination of Employment.

[Note - if Installments are elected above, please complete Item 26 and indicate if Participant will be permitted to make a subsequent election to change the number of installments in accordance with Plan provisions (see subsection 9.2 of Plan document)    Yes      No]

 

23. Distribution Upon Disability. If the Employer selects below, the Plan will allow distributions to be made to Participants upon Disability but while they are still employed if they meet the criteria for Disability in Item 29 below. The form of distribution will be the same as for Termination of Employment, or as elected by the Participant.

 

  No, distribution upon Disability will not be permitted.

 

  Yes, distributions upon Disability will be permitted. [complete Item 29 – definition of “Disability”].

 

24. Expiration of Participant’s Distribution Elections [select one]:

 

 

Renewed Each Year: Participant’s Distribution Election must be selected each year during the open enrollment period for the following

 

12


  year’s contributions – if no new election is made, that year’s contributions default to payment in the form of a lump sum. In-Service Distribution Elections must be made by participants each year.

 

  Evergreen: Participant’s Distribution Election will be “evergreen” (i.e., will continue indefinitely for each year’s contributions until the Participant’s Termination Date unless changed by the Participant – so each year the Participant will be deemed to have the same distribution election in place as the prior year unless actively changed by the Participant at open enrollment, and the change will only be applicable to future contributions). In-Service Distribution Elections may not be treated as evergreen.

 

25. Distributions Upon Change in Control: If Employer elects below, distributions will be made to Participants upon Change in Control of the Employer (without a termination of employment of the Participant), as follows [select one, and complete Items 27 and 28 below (definition of “Change in Control”)]

 

  No, Distributions upon Change in Control will not be permitted.

 

  Yes, Distributions upon Change in Control will be permitted, in a lump sum only.

 

  Yes, Distributions upon Change in Control will be permitted, in a lump sum or in installments as elected by the Participant.

 

26. Length of Installments (if Installment Distributions permitted in Item 20, 22 and/or Item 25 above) [indicate length below]:

Annual installments over no fewer than 2 [minimum number of years — must be at least 2] and no more than 15 years at Participant’s election [maximum number of years].

 

27. “Change in Control” Dates of Distribution. Distributions upon a Change in Control shall occur upon the date that [select all that apply - see Subsection 9.9 of the Plan document for more details]:

 

  A person or group acquires more than 50% of the total fair market value or voting power of the stock of the corporation (select definition of “corporation” in Item 28 below).

 

  A person or group acquires ownership of stock of the corporation with at least 30% of the total voting power of the corporation (select definition of “corporation” in Item 28 below).

 

  A person or group acquires assets from the corporation having a total fair market value of at least 40% of the value of all assets of the corporation immediately prior to such acquisition. (select definition of “corporation” in Item 28 below).

 

  A majority of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the board as constituted prior to the appointment or election (select definition of “corporation” in Item 28 below).

 

13


  Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the employer group, acquires directly or indirectly Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of Quanta and immediately after such acquisition such person, entity or group is, directly or indirectly, the beneficial owner of voting securities representing fifty percent (50%) or more of the total fair market value or total voting power of all of the then-outstanding voting securities of Quanta; or

Any person or entity, or more than one person or entity acting as a group, other than a member of the employer group or an employee benefit plan of the employer group, acquires directly or indirectly, or has acquired during the preceding twelve (12) months, Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of Quanta and immediately after such acquisition such person, entity or group is, directly or indirectly, the beneficial owner of voting securities representing thirty percent (30%) or more of the total voting power of all of the then-outstanding voting securities of Quanta; or

Individuals who, as of the date hereof, constitute the Board of Directors of Quanta (the “Board”), and any new director whose election by the Board or nomination for election by Quanta’s stockholders was approved by a vote of a majority of the directors then still in office who were directors as of the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board within a 12-month period; or

Any person or entity, or more than one person or entity acting as a group, other than a member of the employer group or an employee benefit plan of the employer group, acquires directly or indirectly, or has acquired during the preceding 12-months, forty percent (40%) or more of the total gross fair market value of assets of the employer group.

 

28. “Change in Control”Which Corporation the Change Relates. Distributions upon a Change in Control shall be made only if the Change in Control relates to the corporation selected below: [select all that apply]:

 

  (a) The corporation for whom the Participant is performing services at the time of the Change In Control event.

 

  (b) The corporation liable for payments from the Plan to the Participant.

 

  (c) A corporation that is a majority shareholder of a corporation described in (a) or (b) above.

 

14


  (d) Any corporation in the chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation described in (a) or (b) above.

 

29. Definition of “Disability.” A Participant shall be considered “Disabled” if [select one]:

 

  as determined by the Employer, that (i) Employee is unable to engage in any substantial gainful activity by reason of a physical or mental impairment that is expected to result in death or last twelve (12) months or more, or Employee receives replacement income for three (3) months or more due to such physical or mental impairment or (ii) such other definition that complies with the definition of disability under Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder;

 

  by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of at least 12 months, the Participant is receiving income replacement benefits for at least 3 months under accident and health plans of the Employer;

 

  the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months;

 

  the Participant is deemed to be totally disabled by the Social Security Administration;

 

  the Participant is determined to be disabled in accordance with a disability insurance program, provided that the definition of disability under such disability insurance program complies with the requirements of one of the three preceding definitions above.

 

30. Distributions to “Key Employees” — Investment. In order to comply with Internal Revenue Code Section 409A, distributions to “key employees” (see subsection 9.3 of the Plan Document for definition) of publicly traded companies made due to employment termination cannot be made within 6 months of the employment termination date. If distribution to a key employee must be delayed to comply with this 6-month rule, indicate below how Account balances of such a Participant will be invested during the period of delay [select one]:

 

  Valued as of most recent Valuation Date and held at the Employer without allocation of additional gains or losses after such Valuation Date until payment can be made.

 

  Remain invested as if termination date had not occurred, then valued as of most recent Valuation Date and distributed.

 

15


31. QDRO Distributions. The Employer may elect whether distributions from a Participant’s Account shall be permitted upon receipt by the Plan Administrator of a Qualified Domestic Relations Order relating to a marital dissolution or separation that provides for payment of all or a portion of a Participant’s Accounts to an alternate payee (spouse, former spouse, children, etc.). [Indicate below whether QDRO distributions will be permitted]:

 

  No, QDRO Distributions will not be permitted.

 

  Yes, QDRO Distributions will be permitted.

 

32. Additional Survivor Death Benefit from Life Insurance. In the event that life insurance is utilized as a funding vehicle for the Plan, the Employer may wish to provide additional Survivor Benefit from the following options: [select one]

 

  No additional Survivor Benefit offered, but rather Participant’s vested Account balance.

 

  Face value of life insurance policy of Participant, if any.

 

  Greater of (a) face value of life insurance policy of Participant, if any, or (b) Participant’s vested Account balance.

 

  Other: [enter amount or formula] 50% of the death benefit of the policy

 

33. Payment of Plan Expenses. Plan expenses may be paid as follows: [select one]

 

  Directly by the Employer.

 

  Deducted from the Participant accounts and Plan’s trust or other custodial account (mutual fund plans only, if applicable).

 

34. “De Minimis” Small Amount Cashouts. If selected by the Employer, Participant account balances that do not exceed a certain threshold amount will be automatically cashed out upon the Participant’s Termination of Employment or Death, as provided below [select one]

 

  Yes, amounts that do not exceed a threshold dollar amount will automatically be cashed out [IRS 402(g) limit OR $         [enter dollar amount, not to exceed the IRS 402(g) limit for a given year]

 

  No, no “de minimis” small amounts will be cashed out.

By signing this Adoption Agreement, the Employer certifies that it has consulted with legal counsel regarding the effects of the Plan, as applicable, on all parties. The Employer further certifies that it has and will limit participation in the Plan to a select group of management or highly compensated Employees, Board Members or Other Service Providers, as determined by the Employer in consultation with legal counsel. The Employer further certifies that it is the Employer’s sole responsibility to ensure that each Participant with the right to direct deemed investments under the Plan that are based on securities issued by the Employer or a member of its controlled group (as defined in Code Section 414(b) and (c)) will receive a prospectus for any such deemed investment option based on such Employer securities.

 

16


The Employer is solely responsible for its compliance with applicable laws, including Federal and state securities and other applicable laws.

Only those elections that are completed shall be considered as provisions applicable to and forming a part of the Plan.

This Adoption Agreement may only be used in conjunction with the Plan document. All selections in the Adoption Agreement providing for customized or “other” plan provisions are subject to review for administrative feasibility, and may be subject to additional fees.

Terms used in this Adoption Agreement which are defined in the Plan document shall have the meaning given them therein.

The Employer hereby acknowledges that it is adopting this Nonqualified Supplemental Deferred Compensation Plan. Federal legislation or other changes in the law relating to nonqualified deferred compensation or other employee benefit plans may require that the Plan be amended.

*    *    *

The undersigned duly authorized owner, or officer of the Employer hereby executes the Plan on behalf of the Employer.

Dated this 30th day of December, 2016.

 

Quanta Services, Inc.

Employer

By  

/s/ Kim Riddle

Its   Vice President – Human Resources

 

17


QUANTA SERVICES, INC. - SUBSIDIARIES LIST

(Foreign subsidiaries listed in italics)

 

Subsidiary

  

State of Incorporation

1 Diamond, LLC

618232 Alberta Ltd.

1298888 Alberta Ltd.

Aedon Consulting Inc.

All Power Products Inc.

Allteck Line Contractors, Inc.

American International Maritime Logistics, LLC

CAN-FER Utility Services, LLC

Coe Drilling Pty Ltd.

Conam Construction Co.

Conti Communications, Inc.

Croce Electric Company, Inc.

Crux Subsurface, Inc.

DNR Pressure Welding Ltd.

Dacon Corporation

Dashiell Corporation

Digco Utility Construction, L.P.

EHV Elecon, Inc.

EHV Power ULC

Energy Construction Services, Inc.

Five Points Construction Co.

H. C. Price Canada Company

H.L. Chapman Pipeline Construction, Inc.

High Line Power Inc.

InfraSource Construction, LLC

InfraSource Field Services, LLC

InfraSource FI, LLC

InfraSource Installation, LLC

InfraSource, LLC

InfraSource Services, LLC

InfraSource Transmission Services Company

InfraSource Underground Construction, Inc.

InfraSource Underground Services Canada, Inc.

Inline Devices, LLC

Intermountain Electric, Inc.

IonEarth, LLC

Irby Construction Company

Island Mechanical Corporation

Lazy Q Ranch, LLC

Lindsey Electric, L.P.

Manuel Bros., Inc.

McGregor Construction 2000 Ltd.

Mears Canada Corp.

  

Delaware

Alberta

Alberta

British Columbia

Alberta

British Columbia

Texas

Delaware

Victoria, Australia

Texas

Delaware

Delaware

Delaware

Alberta

Delaware

Delaware

Delaware

Puerto Rico

British Columbia

Delaware

Texas

Nova Scotia

Delaware

Ontario

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Arizona

Delaware

Delaware

Texas

Colorado

Michigan

Mississippi

Hawaii

Delaware

Texas

Delaware

Alberta

Nova Scotia

 

Page 1 of 4


Subsidiary

  

State of Incorporation

Mears Construction, LLC

Mears Group, Inc.

Mears Group Pty Ltd

Mearsmex S. de R.L. de C V.

Mears Pipeline Pty Ltd.

Mejia Personnel Services, Inc.

Mercer Software Solutions, LLC

Microline Technology Corporation

M.J. Electric, LLC

Nacap Australia Pty Ltd.

North Houston Pole Line, L.P.

North Sky Engineering, Inc.

NorthStar Energy Services, Inc.

Northstar Energy Services Inc.

Northstar Transport Services Inc.

Nova NextGen Solutions, LLC

O. J. Pipelines Canada Corporation

O. J. Pipelines Canada Limited Partnership

PAR Electrical Contractors, Inc.

Par Internacional, S. de R.L. de C. V.

Performance Energy Services, L.L.C.

Performance Labor Services, L.L.C.

Phasor Engineering Inc.

Potelco, Inc.

Price Gregory Construction, Inc.

Price Gregory International, Inc.

Price Gregory Services, LLC

Probst Electric, Inc.

PWR Financial Company

PWR Network, LLC

QCS EC A 092 7 Development Ltd.

QPS Engineering, LLC

QSI Finance (Australia) Pty Ltd.

QSI Finance Canada ULC

QSI Finance I (US), Inc.

QSI Finance II (Lux) S.à r.l

QSI Finance III (Canada) ULC

QSI Finance IV (Canada) ULC

QSI Finance V (US), LLP

QSI Finance VI (Canada) ULC

QSI Finance VII (Canada) Limited Partnership

QSI Finance VIII (Canada) ULC

QSI Finance IX (Canada) Limited Partnership

QSI, Inc.

Quanta Asset Management LLC

  

Georgia

Delaware

Victoria, Australia

Mexico

Victoria, Australia

Texas

Texas

Michigan

Delaware

Victoria, Australia

Texas

Delaware

North Carolina

Alberta

Alberta

Delaware

New Brunswick

Alberta

Missouri

Mexico

Louisiana

Louisiana

Alberta

Washington

Delaware

Delaware

Delaware

Utah

Delaware

Delaware

British Columbia

Delaware

Victoria, Australia

British Columbia

Delaware

Luxembourg

British Columbia

British Columbia

Delaware

British Columbia

British Columbia

British Columbia

British Columbia

Delaware

Delaware

 

Page 2 of 4


Subsidiary

  

State of Incorporation

Quanta Associates, L.P.

Quanta Capital Solutions, Inc.

Quanta Capital South Africa Pty Ltd.

Quanta Delaware, Inc.

Quanta Electric Power Services, LLC

Quanta Energy Services, LLC

Quanta Fiber Networks, Inc.

Quanta Field Services, LLC

Quanta Government Services, Inc.

Quanta Government Solutions, Inc.

Quanta Holdings 1 GP, LLC

Quanta Infrastructure Services, S. de R.L. de C. V.

Quanta International Holdings, Ltd.

Quanta International Limited

Quanta International Services, Inc.

Quanta LXVII Acquisition, Inc.

Quanta LXVIII Acquisition, Inc.

Quanta LXIX Acquisition, Inc.

Quanta LXX Acquisition, Inc.

Quanta LXXI Acquisition, Inc.

Quanta LXXII Acquisition, Inc.

Quanta LXXIII Acquisition, Inc

Quanta Marine Services, LLC

Quanta Middle East, LLC

Quanta Pipeline Services, Inc.

Quanta Power Generation, Inc.

Quanta Power, Inc.

Quanta Power Solutions India Private Limited

Quanta Receivables, L.P.

Quanta Renewable Construction Pty Ltd.

Quanta Services Africa (PTY) Ltd.

Quanta Services Australia Pty Ltd.

Quanta Services CC Canada Ltd.

Quanta Services Chile SpA

Quanta Services Colombia S.A.S.

Quanta Services Contracting, Inc.

Quanta Services Costa Rica, Ltda.

Quanta Services Guatemala, Ltda.

Quanta Services (India) Ltd.

Quanta Services Management Partnership, L.P.

Quanta Services Netherlands B. V.

Quanta Services of Canada Ltd.

Quanta Services Panama, S. de R.L.

Quanta Services Peru S.A.C.

Quanta Technology Canada ULC

  

Texas

Delaware

South Africa

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Mexico

British Virgin Islands

British Virgin Islands

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Qatar

Delaware

Delaware

Delaware

New Delhi, India

Delaware

South Africa

South Africa

Victoria, Australia

British Columbia

Chile

Colombia

Delaware

Costa Rica

Guatemala

British Virgin Islands

Texas

Netherlands

British Columbia

Panama

Peru

British Columbia

 

Page 3 of 4


Subsidiary

  

State of Incorporation

Quanta Technology, LLC

Quanta Tecnologia do Brasil Ltda.

Quanta Towergen Private Limited

Quanta Utility Installation Company, Inc.

Quanta Utility Services – Gulf States, Inc.

Quanta Utility Services of Canada Inc.

QuantaWorks, LLC

Quantecua Cia. Ltda.

Realtime Engineers, Inc.

Realtime Utility Engineers, Inc.

RMS Holdings, LLC

Road Bore Corporation

Service Electric Company

Servicios Par Electric, S. de R.L. de C. V.

Sharp’s Construction Services 2006 Ltd.

Southwest Trenching Company, Inc.

Summit Line Construction, Inc.

Sumter Utilities, Inc.

Sunesys, LLC

Sunesys of Massachusetts, LLC

Sunesys of Virginia, Inc.

T. G. Mercer Consulting Services, Inc.

The Ryan Company, Inc.

Tom Allen Construction Company

Total Quality Management Services, LLC

Ultimate Powerline Contracting Ltd.

Underground Construction Co., Inc.

Utilimap Corporation

Utility Line Management Services, Inc.

Valard Construction Ltd.

Valard Construction LP

Valard Construction 2008 Ltd.

Valard Construction (Manitoba) Ltd.

Valard Construction (Ontario) Ltd.

Valard Construction (Quebec) Inc.

Valard Geomatics Ltd.

Valard Norway AS

Valard Sweden AB

Valard Wellpoint Systems Ltd.

VCS Sub, Inc.

Winco, Inc.

  

Delaware

Brazil

Karnataka, India

Delaware

Delaware

British Columbia

Delaware

Ecuador

Delaware

Wisconsin

Delaware

Hawaii

Delaware

Mexico

Alberta

Texas

Utah

Delaware

Delaware

Delaware

Virginia

Texas

Massachusetts

Delaware

Delaware

Saskatchewan

Delaware

Missouri

Delaware

British Columbia

Alberta

Alberta

Manitoba

Ontario

Quebec

Alberta

Norway

Sweden

Alberta

California

Oregon

 

Page 4 of 4

EX-21.1 5 d295903dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

QUANTA SERVICES, INC. - SUBSIDIARIES LIST

The following is a list of the significant subsidiaries of Quanta Services, Inc. showing the place of incorporation or organization and the names under which each subsidiary does business. The names of certain subsidiaries are omitted as such subsidiaries, considered as a single subsidiary, would not constitute a significant subsidiary.

 

Subsidiary

  

Jurisdiction of Formation

1 Diamond, LLC

Cutting Technology – 1 Diamond, LLC

  

Delaware

1Diamond AS

  

Norway

618232 Alberta Ltd.

  

Alberta

8246408 Canada Inc.

G-TEK

  

Canada

Advanced Electric Systems, LLC

  

Delaware

Aedon Consulting Inc.

  

British Columbia

Alberta Powerline General Partner Ltd.

  

British Columbia

Alberta Powerline LP (Joint Venture)

  

British Columbia

All Power Products Inc.

  

Alberta

Allteck Line Contractors, Inc.

  

British Columbia

Arcanum Chemicals, LLC

  

Delaware

Arnett & Burgess Oil Field Construction Limited

  

Alberta

Arnett & Burgess Pipeliners (Rockies) LLC

  

Delaware

Arnett & Burgess Pipeliners Ltd.

  

Alberta

B&N Clearing and Environmental, LLC

  

Delaware

Banister Pipelines Constructors Corp.

Quanta Services E(4) Canada Ltd.

  

British Columbia

Brent Woodward, Inc.

  

Oregon

Brink Constructors, Inc.

Brink Constructors, Inc. A Corporation Of South Dakota

Brink Constructors, Inc.

Brink Constructors, Inc. A Corporation of Sd

  

South Dakota

Canadian Utility Construction Corp.

  

Canada

CAN-FER Utility Services, LLC

Quanta Utility Services, LLC

  

Delaware

Coe Drilling Pty Ltd.

  

Victoria, Australia

Conam Construction Co.

  

Texas

Consolidated Power Projects Australia Pty Ltd

  

Adelaide, Australia

Conti Communications, Inc.

  

Delaware

Crux Subsurface Canada Ltd.

  

British Columbia

Crux Subsurface, Inc.

  

Delaware

Dacon Corporation

Dacon Corporation

Dashiell (DE) Corporation

Dashiell (DE), LLC

Dashiell, Limited Liability Company

  

Delaware

Dashiell Corporation

  

Delaware

 

1


Subsidiary

  

Jurisdiction of Formation

Digco Utility Construction, L.P.

Digco Utility Construction Limited Partnership

  

Delaware

DNR Pressure Welding Ltd.

  

Alberta

Domino Highvoltage Supply Inc.

  

British Columbia

Domino Highvoltage Supply, LLC

  

Delaware

EHV Power ULC

EHV Power ULC Corp.

  

British Columbia

Enscope Pty Ltd

  

Perth, Western Australia

FIC GP, LLC

  

Delaware

First Infrastructure Capital Advisors, LLC

  

Delaware

First Infrastructure Capital GP, L.P.

  

Delaware

First Infrastructure Capital L.P.

  

Cayman Islands

Five Points Construction Co.

  

Texas

FRP Transmission Innovations Inc.

  

British Columbia

Fueling Systems Contractors, LLC

  

Delaware

H. C. Price Canada Company

  

Nova Scotia

H.L. Chapman Pipeline Construction, Inc.

Chapman Pipeline Construction, Inc.

H.L. DB Utilities

  

Delaware

Hargrave Power, Inc.

De Southeast Pipeline Construction, Inc.

Hargrave Power, Inc.

  

Delaware

Heritage Midstream, LLC

  

Delaware

High Line Power Inc.

  

Ontario

InfraSource Construction, LLC

IUC ILLINOIS, LLC

IUC Nebraska, LLC

IUC Washington, LLC

IUC Wisconsin, LLC

IUS UNDERGROUND, LLC

InfraSource Construction, LLC

QS Mats

TRANS TECH ELECTRIC

  

Delaware

InfraSource Field Services, LLC

  

Delaware

InfraSource Installation, LLC

  

Delaware

InfraSource Services, LLC

  

Delaware

InfraSource, LLC

IUS Underground, LLC

  

Delaware

Intermountain Electric, Inc.

Colorado IM Electric

Grand Electric

IM Electric, Inc.

IME - Intermountain Electric, Inc.

IME Electric

  

Colorado

IonEarth, LLC

  

Michigan

Irby Construction Company

Irby Construction Company, Inc.

  

Mississippi

 

2


Subsidiary

  

Jurisdiction of Formation

Island Mechanical Corporation

  

Hawaii

J.C.R. Construction Co., Inc.

  

New Hampshire

J.W. Didado Electric, LLC

  

Delaware

JET Tank Service, LLC

Quanta Tank Services

  

Oklahoma

Lazy Q Ranch, LLC

(DE) Lazy Q Ranch, LLC

  

Delaware

Lazy Q Training Center, LLC

Lazy Q Lineman School

  

Delaware

Lex Engineering Ltd.

  

British Columbia

Lindsey Electric, L.P.

  

Texas

M. G. Dyess, Inc.

  

Mississippi

M. J. Electric, LLC

Great Lakes Line Builders

Iron Mountain

Iron Mountain M.J. Electric, LLC

M. J. ELECTRIC, LLC IRON MOUNTAIN

M. J. Electric, LLC - Iron Mountain

M.J. Electric Iron Mountain

M.J. Electric, LLC Iron Mountain

  

Delaware

Manuel Bros., Inc.

Renaissance Construction

  

Delaware

Mears Canada Corp.

  

Nova Scotia

Mears Group Pty Ltd

  

Victoria, Australia

Mears Group, Inc.

De Mears Group

De Mears Group, Inc.

  

Delaware

Mears Integrity Pty Ltd

  

Victoria, Australia

Mears Pipeline Pty Ltd.

  

Victoria, Australia

Mearsmex S. de R.L. de C.V.

  

Mexico

Mejia Personnel Services, Inc.

  

Texas

Mercer Software Solutions, LLC

Mercer Technical Services

Mercer Technical Solutions LLC

  

Texas

Microline Technology Corporation

  

Michigan

N.J. Construction Pty Ltd

  

Australia

Nacap Australia Pty Ltd.

  

Victoria, Australia

Nacap PNG Limited

  

Papua New Guinea

North Houston Pole Line, L.P.

North Houston Pole Line Corp.

QUANTA FOUNDATION SERVICES

Quanta Foundation Services, Limited Partnership

  

Texas

North Sky Engineering, Inc.

  

Delaware

Northern Powerline Constructors, Inc.

  

Alaska

Northstar Sharp’s Foundation Specialists Ltd. (f/k/a Northstar Energy Services)

  

Alberta

 

3


Subsidiary

  

Jurisdiction of Formation

NorthStar Energy Services, Inc.

BBI Bradford Brothers, Incorporated

Bradford Brothers, Inc.

NC Northstar Energy Services, Inc.

QUANTA UNDERGROUND

Quanta Underground Services, Inc.

  

North Carolina

Nova Constructors LLC

  

Japan

Nova Constructors LTD

  

United Kingdom

Nova Equipment Leasing, LLC

  

Washington

Nova Group, Inc.

NGI Construction

NGI Construction, Inc.

  

California

Nova Group, Inc. – Underground Construction Co., Inc.

  

California

Nova Group, Inc. / Obayashi Corporation, LLC

  

California

Nova NextGen Solutions, LLC

  

Delaware

NPC Energy Services LLC

  

Alaska

O. J. Pipelines Canada Corporation

  

New Brunswick

O. J. Pipelines Canada Limited Partnership

O. J. Industrial Maintenance

RMS Welding Systems

  

Alberta

One Call Locators Canada Ltd.

  

Canada

PAR Electrical Contractors, Inc.

Computapole

Didado Utility Company, Inc.

J.W. Didado Electric

J.W. Didado Electric, Inc.

Longfellow Drilling

Longfellow Drilling, Inc.

PAR Infrared Consultants

Riggin & Diggin Line Construction

Seaward

Seaward Corporation

Union Power Construction Company

  

Missouri

Par Internacional, S. de R.L. de C.V.

  

Mexico

Performance Energy Services, L.L.C.

  

Louisiana

Phasor Engineering Inc.

  

Alberta

Phoenix North Constructors Inc.

  

British Columbia

Phoenix Power Group, Inc.

  

Delaware

Potelco, Inc.

Nor Am Telecommunications

Potelco Incorporated

  

Washington

Price Gregory International, Inc.

  

Delaware

Price Gregory Services, LLC

  

Delaware

Probst Electric, Inc.

Probst Construction, Inc.

  

Utah

QC Investor Blackbird, LLC

  

Delaware

QCS ECA 0927 Development Ltd.

  

British Columbia

 

4


Subsidiary

  

Jurisdiction of Formation

QPS Engineering LTD.

  

Alberta

QPS Engineering, LLC

  

Delaware

QSI Finance (Australia) Pty Ltd.

  

Victoria, Australia

QSI Finance (Cayman) Pvt. Ltd.

  

Cayman Islands

QSI Finance Canada ULC

  

British Columbia

QSI Finance GP (US) LLC

  

Delaware

QSI Finance I (US), LP

  

Delaware

QSI Finance II (Australia) Pty Ltd.

  

Victoria, Australia

QSI Finance II (Lux) S.à r.l

  

Luxembourg

QSI Finance III (Canada) ULC

  

British Columbia

QSI Finance IV (Canada) ULC

  

British Columbia

QSI Finance IX (Canada) Limited Partnership

  

British Columbia

QSI Finance V (US), LP

  

Delaware

QSI Finance VI (Canada) ULC

  

British Columbia

QSI Finance VII (Canada) Limited Partnership

  

British Columbia

QSI Finance VIII (Canada) ULC

  

British Columbia

QSI Finance X (Canada) ULC

  

British Columbia

QSI, Inc.

  

Delaware

QTSL, LLC

  

Delaware

Quanta APL GP Ltd.

  

British Columbia

Quanta APL LP I Ltd.

  

British Columbia

Quanta APL LP II Ltd.

  

British Columbia

Quanta Asset Management LLC

  

Delaware

Quanta Associates, L.P.

  

Texas

Quanta Canada GP ULC

  

British Columbia

Quanta Canada Holdings LP

  

Alberta

Quanta Capital GP, LLC

  

Delaware

Quanta Capital LP, L.P.

  

Delaware

Quanta Capital Solutions, Inc.

  

Delaware

Quanta Capital South Africa Pty Ltd.

OPICONSVIA Investments 312 Proprietary Limited

  

South Africa

Quanta Electric Power Services, LLC

  

Delaware

Quanta Energy Services, LLC

  

Delaware

Quanta Equipment Company, LLC

  

Delaware

Quanta Field Services, LLC

  

Delaware

Quanta Government Services, Inc.

  

Delaware

Quanta Government Solutions, Inc.

  

Delaware

Quanta Infrastructure Services, LLC

  

Delaware

Quanta Infrastructure Services, S. de R.L. de C.V.

  

Mexico

Quanta Inline Devices, LLC

  

Texas

Quanta International Holdings, Ltd.

  

British Virgin Islands

Quanta International Limited

  

British Virgin Islands

Quanta Marine Services, LLC

  

Delaware

Quanta Middle East, LLC

  

Qatar

Quanta Pipeline Services, Inc.

  

Delaware

Quanta Power Generation, Inc.

Quanta Power Generation, Inc. A Utility Construction Co.

  

Delaware

 

5


Subsidiary

  

Jurisdiction of Formation

Quanta Power Solutions India Private Limited

  

New Delhi, India

Quanta Power, Inc.

  

Delaware

Quanta Renewable Construction Pty Ltd.

OPICONSVIA Investments 312 Proprietary Limited

  

South Africa

Quanta Services (India) Ltd.

  

British Virgin Islands

Quanta Services Africa (PTY) Ltd.

Ambrizo Investments 469 (PTY) LTD

  

South Africa

Quanta Services Australia Pty Ltd.

  

Victoria, Australia

Quanta Services CC Canada Ltd.

  

British Columbia

Quanta Services Chile SpA

  

Chile

Quanta Services Colombia S.A.S.

  

Colombia

Quanta Services Costa Rica, Ltda.

  

Costa Rica

Quanta Services Guatemala, Ltda.

  

Guatemala

Quanta Services Management Partnership, L.P.

Quanta Services Management Partnership LP

  

Texas

Quanta Services Netherlands B.V.

Quanta Technology Europe

  

Netherlands

Quanta Services of Canada Ltd.

  

British Columbia

Quanta Services Panama, S. de R.L.

  

Panama

Quanta Services Peru S.A.C.

  

Peru

Quanta Subsurface Canada, Ltd.

  

British Columbia

Quanta Subsurface, LLC

  

Delaware

Quanta Technology Canada ULC

  

British Columbia

Quanta Technology, LLC

Delaware Quanta Technology, LLC

Ecuador Branch

  

Delaware

Quanta Technology UK Ltd.

  

United Kingdom

Quanta Tecnologia do Brasil Ltda.

  

Brazil

Quanta Telecom Canada Ltd.

  

British Columbia

Quanta Telecommunication Services, LLC

  

Delaware

Quanta Towergen Private Limited

  

Karnataka, India

Quanta Utility Installation Company, Inc.

  

Delaware

Quanta-Potelco Electrical Utilities, LLC

  

Delaware

Quantecua Cia. Ltda.

  

Ecuador

Raven Holding Company, LLC

  

Delaware

Realtime Engineers, Inc.

  

Delaware

Realtime Utility Engineers, Inc.

Infrasource Engineering Company

Infrasource Engineering Company, PC

  

Wisconsin

Redes Andinas De Comunicaciones. S.R.L.(50%)

  

Peru

RMS Holdings, LLC

RMS Welding Systems

Rms Welding Systems LLC

Rms Welding Systems, LLC

Rms Welding, LLC

  

Delaware

Road Bore Corporation

  

Hawaii

 

6


Subsidiary

  

Jurisdiction of Formation

Service Electric Company

Dillard Smith Construction Company (Delaware)

Service Electric Company Of Delaware

Service Electric Company, Inc.

  

Delaware

Servicios de Infraestructura del Peru S.A.C.

  

Peru

Servicios Par Electric, S. de R.L. de C.V.

  

Mexico

Southwest Trenching Company, Inc.

  

Texas

Subterra Damage Prevention Specialists Ltd.

  

Canada

Summit Line Construction, Inc.

  

Utah

Sumter Utilities, Inc.

  

Delaware

T. G. Mercer Consulting Services, Inc.

  

Texas

TC Infrastructure Services Ltd.

  

British Columbia

The Ryan Company, Inc.

Eastern Communications

Ryan Company, Inc. of Massachusetts

The Massachusetts Ryan Company, Inc.

The Ryan Company Inc of Massachusetts

The Ryan Company Inc. of Massachusetts

The Ryan Company Incorporated of Massachusetts

The Ryan Company Of Massachusetts, Inc.

The Ryan Company of Massachusetts

The Ryan Company of Massachusetts, Inc.

The Ryan Company, Inc. (Massachusetts)

  

Massachusetts

Tom Allen Construction Company

Allen Construction Company, Tom

TA Construction

Tom Allen Construction Company of Delaware

  

Delaware

Ultimate Powerline Contracting Ltd.

  

Saskatchewan

Underground Construction Co., Inc.

Delaware Underground Construction Co.

Maryland Underground Construction Co., Inc.

UCC - Undergroud Construction Co.

UCC Underground Construction Co., Inc.

Ucc - Underground Construction Co.

Underground Construction Co., Inc. (Delaware)

Underground Construction Inc.

  

Delaware

Underground Electric Construction Company, LLC

  

Delaware

Utilimap Corporation

Computapole

  

Missouri

Utility Line Management Services, Inc.

  

Delaware

Valard Construction (Manitoba) Ltd.

  

Manitoba

Valard Construction (Ontario) Ltd.

  

Ontario

Valard Construction (Quebec) Inc.

  

Quebec

Valard Construction 2008 Ltd.

  

Alberta

Valard Construction LP

  

Alberta

Valard Construction Ltd.

  

British Columbia

Valard Equipment (AB) Ltd.

  

British Columbia

 

7


Subsidiary

  

Jurisdiction of Formation

Valard Geomatics (Ontario) Ltd.

  

Ontario

Valard Geomatics Ltd.

  

Alberta

Valard Land Surveying Ltd.

  

British Columbia

Valard Mechanical Ltd.

  

British Columbia

Valard Norway AS

  

Norway

Valard Sweden AB

  

Sweden

Valard Zagreb d. o. o.

  

Croatia

Winco, Inc.

Winco Helicopters

Winco Powerline Services

Winco Powerline Services, Inc.

Winco, Inc. an Oregon Based Corporation

  

Oregon

 

8

EX-23.1 6 d295903dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-143923, 333-142279, 333-174306, 333-174374 and 333-193616) and Form S-3 (No. 333-189644) of Quanta Services, Inc. of our report dated March 1, 2017 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 1, 2017

EX-31.1 7 d295903dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

I, Earl C. Austin, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of Quanta Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 1, 2017     By:  

/s/ EARL C. AUSTIN, JR.

      Earl C. Austin, Jr.
      President, Chief Executive Officer and Chief Operating Officer
      (Principal Executive Officer)
EX-31.2 8 d295903dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

I, Derrick A. Jensen, certify that:

1. I have reviewed this annual report on Form 10-K of Quanta Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 1, 2017     By:  

/s/ DERRICK A. JENSEN

      Derrick A. Jensen
      Chief Financial Officer
EX-32.1 9 d295903dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned officers of Quanta Services, Inc. (the “Company”) hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to such officer’s knowledge that:

(1) the accompanying Form 10-K report for the period ending December 31, 2016 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

Dated: March 1, 2017      
     

/s/ EARL C. AUSTIN, JR.

      Earl C. Austin, Jr.
      President, Chief Executive Officer and Chief Operating Officer
Dated: March 1, 2017      
     

/s/ DERRICK A. JENSEN

      Derrick A. Jensen,
      Chief Financial Officer
EX-101.INS 10 pwr-20161231.xml XBRL INSTANCE DOCUMENT 39600000 1000000000 4800000 32900000 145133163 1 1 3500000 2144620 449929 117 20200000 32600000 4800000 1250000000 750000000 3300000000 300000 488777000 4241319000 48306000 500000000 1 3500000 3416585000 2000 212942767 -37236000 4234188000 -215240000 1070077000 7131000 13000000 190515000 6174000 1596695000 697000 4525540000 50668000 900000 6304000 42952000 0 8484000 0 10221000 373471000 1223224000 1 1 7325971 3592906000 2000 210819790 -123290000 4514473000 -321936000 1366791000 11067000 159045000 782134000 469748000 1592551000 0.00001 116697000 250100000 11400000 755272000 4500000 152907166 52009000 227898509 43806000 5213543000 356512000 61095000 10894000 69059000 2277519000 1400000 75591000 11700000 16141000 36565000 186491000 189793000 600000000 137670000 3497740000 181834000 5226000 20600000 5351000 128771000 4657000 5226000 399230000 15313000 4800000 1621133000 2000 452295000 61327000 25070000 11300000 8010000 174678000 399230000 -294689000 317745000 190819000 7067000 27255000 475364000 477602000 264674000 2238000 205074000 75285000 41428000 2125728000 5213543000 205074000 1552658000 260129000 1203744000 2321000 97534000 15313000 76333000 466850000 5401000 39893000 1101959000 1857231000 3085494000 673000 4829000 137200000 3923000 3087815000 54541000 1677698000 74991343 233600000 134585000 6600000 8750000 1795257000 48312000 2300000 1517630000 0 5725078000 6563537000 24009000 -81485000 756974000 6482052000 83900000 195200000 2377000 30.36 2700000 112700000 16100000 4000 5056000 44140000 1001000 35188000 69836000 24568000 5606000 24987000 121706000 747000 34000000 1000000 0 0.025 0.034 27485000 0.062 0.043 24900000 11900000 600000 8000000 8600000 209000000 153500000 0 0 22447000 13848000 8599000 236731000 90840000 145891000 130818000 126954000 3864000 28560000 23507000 5053000 51192000 9525000 41667000 317600000 366306000 326413000 39893000 1226245000 1226245000 0.00001 1 1 1 1 0.00001 1 1 1 1 6876042 6876042 6876042 3497740000 2000 152907166 -294689000 3085494000 -1795257000 1677698000 2321000 194056000 922819000 484336000 1642902000 0.00001 137515000 231000000 11400000 862825000 5200000 144710773 58744000 144710773 73461000 5354059000 372806000 41241000 22227000 24265000 7546000 83097000 2288745000 8800000 79630000 19100000 14991000 33566000 192834000 214902000 600000000 556500000 145174000 1749306000 182834000 2752000 14400000 3744000 112183000 10000000 20948000 2752000 274846000 6000000 1500115000 1000 529608000 60880000 21681000 17900000 15512000 189972000 75389000 18620000 274846000 -271673000 473308000 204963000 7563000 37362000 266463000 353562000 13761000 25444000 12600000 358390000 297313000 4828000 99677000 187023000 88548000 45919000 2011357000 5354059000 187023000 1603169000 259733000 1205228000 3275000 16331000 1150000000 81998000 44216000 305600000 101028000 25574000 351341000 3305000 39733000 67034000 1174094000 2036919000 3339427000 650000 2735000 137800000 40765000 3342702000 35240000 1876081000 0 206800000 114591000 6800000 5539000 14288000 33128000 3300000 298800000 1634850000 0 700000 800000 6687484000 37300000 500000 7255582000 10983000 198462000 500000 3400000000 400000 1200000000 766560000 7454044000 0.10 175900000 277300000 30000000 50000000 100000000 351300000 141300000 210000000 305600000 210800000 94800000 600000000 2711000 25.45 5100000 29800000 92700000 19500000 1810000000 400000000 100000000 100000000 11467000 5645000 2085000 482000 3255000 2000000 18700000 11500000 39500000 2553000 14367000 44863000 18683000 24233000 50946000 12477000 5326000 11467000 96132000 0.20 0 40100000 0.025 0.034 0.50 12332000 55400000 0.062 0.043 4000000 11750000 33771000 23567000 0 57338000 20500000 11500000 10000000 40200000 400000 8300000 8700000 218200000 162000000 11400000 11400000 0 0 0 22480000 15831000 6649000 244329000 110640000 133689000 133592000 132441000 1151000 29212000 25546000 3666000 54723000 12855000 41868000 500 202000000 320700000 388923000 349190000 39733000 1253979000 1253979000 11900000 68000000 50100000 0.00001 1 1 1 1 0.00001 1 1 1 1 3900000 6515453 6515453 6515453 1749306000 1000 144710773 -271673000 3339427000 -14288000 1876081000 3275000 22400000 848000000 84800000 6900000 3500000 449900000 19200000 406500000 14300000 65000000 42100000 300000 28596000 1094000 67430000 116101000 1563000 -54280000 -298262000 9167000 1.35 63082000 -7873000 8476584000 11507000 2232000 39978000 8500000 141106000 210660000 34257000 8693000 18368000 6578435000 303772000 700000 -1244000 1563000 22906000 71204000 3127000 938047000 3533000 9817000 -2226000 161500000 -6214000 -1100000 -4908000 1168794000 27490000 149697000 130856000 0.13 18368000 426599000 4765000 -488586000 -84505000 -60829000 6033000 73443000 8802000 93482000 262218000 263357000 163242000 394000 35493000 296714000 -86054000 27490000 4025000 22000 14432000 429060000 29814000 18400000 239159000 -58347000 1803000 -13059000 3736000 7376000 287592000 -300000 -650000 389261000 -332000 139007000 247742000 -1549000 1.22 7890000 0 14432000 247216000 -3565000 14448000 1.28 229028000 26690000 93482000 219690000 705477000 2438000 9133000 219668000 1179000 9209000 30448000 1179000 5056000 7747229000 315082000 866224000 37449000 134538000 269224000 285404000 P5Y 10518000 0.15 252000 486000 47777000 1248827000 0.70 0.027 129000000 0.15 500000 1411000 102460000 745321000 6429000 0 2400000 35.20 0 0 100000 37500000 1100000 35000000 3100000 3900000 35.08 1400000 13900000 11600000 134500000 314100000 3400000 9 279500000 94100000 72300000 4 1 1 2 1 1 899858 3825971 686382 5.0 0.120 0.05 6.0 0.140 1357000 7847000 2192000 6280000 1307000 20758000 1086000 21055000 1816000 516000 4227000 497000 991000 197000 200000 68000 810000 1000000 -627000 600000 18401000 46518000 39295000 3000 46518000 104021000 28117000 1650000 16561000 223901000 5286000 1890000000 0.82 76214000 462985000 5302671000 57414000 162797000 2444558000 7478000 -196722000 1 12300000 400000 3825971 700000 39030000 1179000 134538000 874000 91444 2996278 686382 95475 0 -86054000 700000 -86054000 26690000 93482000 1179000 296714000 134538000 -12340000 93482000 -874000 296714000 14432000 18368000 1000000 153017000 1251000 85830000 116875000 669000 825376000 -61744000 -15073000 1.59 22342000 -3154000 7770744000 5800000 -5247000 917000 21262000 10600000 58451000 162845000 139508000 34848000 9783000 10917000 6648771000 136608000 375000 -2490000 669000 1172000 -19403000 77015000 6074000 3349385000 7087000 8727000 -547000 208500000 4338000 -1831000 2313000 -11707000 923665000 190621000 80036000 606753000 12100000 0.97 10917000 228675000 8024000 -307113000 -171458000 3795000 -2486000 6871000 49358000 847718000 1606361000 112914000 244955000 -16280000 7047000 -5899000 310907000 -171399000 47954000 190621000 33524000 7000 21228000 237503000 258815000 10900000 -150470000 -1217378000 2773000 1239000 1493000 23788000 131203000 3100000 4438000 -212311000 -466000 97472000 618183000 2313000 59000 51860000 0.62 7241000 0 21228000 209968000 6600000 -214000 26178000 0.64 150425000 -8117000 26941000 1456361000 195120000 592863000 292000 1345000 150000000 5340000 195113000 431000 282000 2683000 372000 4872000 7572436000 321824000 2935752000 36939000 9379000 5170000 120286000 132000 125691000 P5Y 0.15 211000 P30D -28000 39947000 956925000 0.70 0.018 147100000 0.15 2400000 224000 612979000 3838000 39826000 0 0.12 1 3600000 28.16 0 0 200000 35900000 1300000 33300000 4200000 4000000 27.64 1300000 17700000 10127000 121706000 51870000 110578000 3600000 461037 10100000 104600000 300000 11 110600000 20400000 31500000 8 3 1 4 3 1 1 1 5.0 0.120 0.05 6.5 0.160 2603000 Yellow 5677000 Green 2544000 Green 6087000 Green 300000 Yellow 21200000 Green 1231000 Red 20475000 513000 Yellow 513000 Red 7671000 Green 3294000 Yellow 1264000 Red 850000 Yellow 1066000 Yellow 639000 Green 181000 Yellow 886000 Yellow 21000 Red 103462000 271833000 294083000 24748000 10000 22250000 59998000 190621000 963000 12047000 2300000 130921000 144076000 44900000 1540000000 0.85 89150000 362328000 4937289000 19001000 20636000 -8867000 39826000 65315000 142929000 2635147000 8380000 -267754000 28953000 31224000 750000 10400000 400000 -449929 375000 37309000 150000000 431000 10127000 6592000 32390 59251407 461037 395427 449929 -171399000 375000 -171399000 26941000 1456361000 150000000 431000 310907000 10127000 -10368000 1456361000 -6592000 310907000 21228000 2313000 10917000 -748000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Stock-Based Compensation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of restricted stock awards, RSUs and performance units to be settled in common stock is determined based on the number of shares, RSUs or performance units granted and the closing price of Quanta&#x2019;s common stock on the date of grant. An estimate of future forfeitures is required in determining the period expense. Quanta uses historical data to estimate the forfeiture rate; however, these estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense from time-based RSU and performance unit awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while compensation expense from performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The cash flows resulting from the tax deductions in excess of the compensation expense recognized for restricted stock, RSUs and performance units to be settled in common stock and stock options (excess tax benefit) are classified as financing cash flows.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Compensation expense associated with liability based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta&#x2019;s restricted stock, RSUs, and performance unit awards, see Note 12.</p> </div> 1000000 -124680000 1356000 QUANTA SERVICES INC <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Goodwill and Other Intangibles</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta&#x2019;s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta&#x2019;s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s goodwill impairment assessment is performed at&#xA0;<font style="WHITE-SPACE: nowrap">year-end,</font>&#xA0;or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta&#x2019;s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair value-based test involves comparing the fair value of each of Quanta&#x2019;s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit&#x2019;s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management&#x2019;s opinion, this method currently results in the most accurate calculation of a reporting unit&#x2019;s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a&#xA0;<font style="WHITE-SPACE: nowrap">one-year</font>&#xA0;model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit&#x2019;s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit&#x2019;s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of Quanta&#x2019;s reporting units at December&#xA0;31, 2016, 2015 and 2014:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="52%"></td> <td valign="bottom" width="8%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2014</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Years of cash flows before terminal value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discount rates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">12.5%&#xA0;to&#xA0;14.5%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;16.0%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;14.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> EBITDA multiples</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.5 to 7.0</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighting of three approaches:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discounted cash flows</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market multiple</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market capitalization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit&#x2019;s carrying value. Such similarities in value are generally an indication that management&#x2019;s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2016, a&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair-value based goodwill impairment analysis was performed for each of Quanta&#x2019;s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta&#x2019;s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta&#x2019;s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta&#x2019;s reporting units, two reporting units within Quanta&#x2019;s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta&#x2019;s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta&#x2019;s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0&#xA0;million and $11.9&#xA0;million at December&#xA0;31, 2016. Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during 2016. Although Quanta is not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. Quanta assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a &#x201C;held and used&#x201D; model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s intangible assets include customer relationships, backlog, trade names,&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreements, patented rights and developed technology, all subject to amortization. The value of customer relationships is estimated as of the date a business is acquired based on the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">value-in-use</font></font>&#xA0;concept utilizing the income approach, specifically the excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to Quanta&#x2019;s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta amortizes intangible assets based upon the estimated consumption of the economic benefits of each intangible asset, or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in Quanta&#x2019;s Oil and Gas Infrastructure Services Division. Accordingly, Quanta recorded a $39.8&#xA0;million&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;charge for the impairment of goodwill and an impairment charge of $12.1&#xA0;million related to customer relationships, trade names and&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreement intangible assets. These asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.</p> </div> 106316000 122941000 671000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left"><b>4.</b></td> <td valign="top" align="left"><b>DISCONTINUED OPERATIONS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> On August&#xA0;4, 2015, Quanta completed the sale of its fiber optic licensing operations to Crown Castle for an aggregate purchase price of approximately $1&#xA0;billion in cash, resulting in estimated&#xA0;<font style="WHITE-SPACE: nowrap">after-tax</font>&#xA0;net proceeds of approximately $848&#xA0;million. In the third quarter of 2015, Quanta recognized a&#xA0;<font style="WHITE-SPACE: nowrap">pre-tax</font>&#xA0;gain of approximately $272&#xA0;million and a corresponding tax expense of approximately $101&#xA0;million, which resulted in a gain on the sale, net of tax, of approximately $171&#xA0;million. Quanta remains liable for all taxes and insured claims associated with the fiber optic licensing operations arising on or before or outstanding as of August&#xA0;4, 2015.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has presented the results of operations, financial position, cash flows and disclosures related to its fiber optic licensing operations as discontinued operations in the accompanying consolidated financial statements. The results were included in Quanta&#x2019;s Fiber Optic Licensing and Other segment prior to the second quarter of 2015. The following represents a reconciliation of the major classes of line items constituting income from discontinued operations primarily related to Quanta&#x2019;s fiber optic licensing operations to the consolidated statements of operations (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Major classes of line items constituting pretax income from discontinued operations:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">59,998</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">104,021</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cost of services (including depreciation)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Selling, general and administrative expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(980</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,561</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Amortization of intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">963</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,650</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other income (expense) items that are not major</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">980</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,250</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pretax gain on the disposal of the fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">271,833</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total pretax gain on fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"> &#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;980</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">294,083</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Provision for income taxes related to fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">667</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from discontinued operations related to fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,117</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net loss from discontinued operations related to telecommunication operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(655</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(627</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from discontinued operations as presented in the consolidated statements of operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(342</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">27,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> There were no assets or liabilities associated with fiber optic licensing operations at December&#xA0;31, 2016 and no assets or&#xA0;<font style="WHITE-SPACE: nowrap">non-current</font>&#xA0;liabilities at December&#xA0;31, 2015. The following represents a reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations to the consolidated balance sheet at December&#xA0;31, 2015 (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="88%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Carrying amounts of major classes of current liabilities of discontinued operations related to fiber optic licensing operations:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable and accrued expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total current liabilities of discontinued operations as presented in the consolidated balance sheets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, on December&#xA0;3, 2012, Quanta sold substantially all of its domestic telecommunications infrastructure services operations and related subsidiaries. During the years ended December&#xA0;31, 2016 and 2014, legal fees of $1.0&#xA0;million were recorded related to an ongoing legal matter associated with these discontinued operations. See&#xA0;<i>Legal Proceedings</i>&#xA0;&#x2014;<i>&#xA0;Lorenzo Benton v. Telecom Network Specialists, Inc., et al.</i>&#xA0;in Note 15 for additional information. The aggregate net of tax impact of these legal fees was $0.7&#xA0;million and $0.6&#xA0;million during the years ended December 31, 2016 and 2014.</p> </div> 10-K 0001050915 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>9.</b></td> <td valign="top" align="left"><b>DEBT OBLIGATIONS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s long-term debt obligations consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Borrowings under credit facility</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">351,341</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">466,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other long-term debt, interest rates ranging from 3.4% to 4.3%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,305</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Capital leases, interest rates ranging from 2.5% to 6.2%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total long-term debt obligations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">358,390</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">477,602</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Current maturities of long-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,238</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total long-term debt obligations, net of current maturities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">353,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">475,364</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s current maturities of long-term debt and short-term debt consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="80%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Short-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,735</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,829</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current maturities of long-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,238</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current maturities of long-term debt and short-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,563</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Credit Facility</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> On December&#xA0;18, 2015, Quanta entered into an amended and restated credit agreement with various lenders that provides for a $1.81&#xA0;billion senior secured revolving credit facility maturing on December&#xA0;18, 2020. The entire amount available under the facility may be used by Quanta for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0&#xA0;million of the facility may be used by certain subsidiaries of Quanta for revolving loans and letters of credit in certain alternative currencies. Up to $100.0&#xA0;million of the facility may be used for swing line loans in U.S. dollars, up to $50.0&#xA0;million of the facility may be used for swing line loans in Canadian dollars and up to $30.0&#xA0;million of the facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, Quanta has the option to increase the revolving commitments by up to $400.0&#xA0;million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016, Quanta had approximately $305.6&#xA0;million of outstanding letters of credit and bank guarantees, $210.8&#xA0;million of which were denominated in U.S. dollars and $94.8&#xA0;million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. Quanta also had $351.3&#xA0;million of outstanding revolving loans under the credit facility, $210.0&#xA0;million of which were denominated in U.S. dollars and $141.3&#xA0;million of which were denominated in Canadian dollars. The remaining $1.15&#xA0;billion was available for revolving loans or new letters of credit or bank guarantees. Information on borrowings under Quanta&#x2019;s credit facility and the applicable interest rates during the years ended December&#xA0;31, 2016, 2015 and 2014 is as follows (dollars in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Maximum amount outstanding during the period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">518,607</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">606,753</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">130,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Average daily amount outstanding under the credit facility</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">458,908</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">258,815</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">29,814</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted-average interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.1</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.8</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.7</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the current credit agreement, amounts borrowed in U.S. dollars bear interest, at Quanta&#x2019;s option, at a rate equal to either (i)&#xA0;the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125%, as determined based on Quanta&#x2019;s Consolidated Leverage Ratio (as described below), or (ii)&#xA0;the Base Rate (as described below) plus 0.125% to 1.125%, as determined based on Quanta&#x2019;s Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125%, as determined based on Quanta&#x2019;s Consolidated Leverage Ratio. Standby letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125%, based on Quanta&#x2019;s Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275%, based on Quanta&#x2019;s Consolidated Leverage Ratio. Quanta is also subject to a commitment fee of 0.20% to 0.40%, based on its Consolidated Leverage Ratio, on any unused availability under the credit agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The Consolidated Leverage Ratio is the ratio of Quanta&#x2019;s Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating Quanta&#x2019;s Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0&#xA0;million. The Base Rate equals the highest of (i)&#xA0;the Federal Funds Rate (as defined in the credit agreement) plus 0.5%, (ii) the prime rate publicly announced by Bank of America, N.A. and (iii)&#xA0;the Eurocurrency Rate plus 1.00%.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Subject to certain exceptions, the credit agreement is secured by substantially all the assets of Quanta and Quanta&#x2019;s wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of Quanta&#x2019;s wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of Quanta&#x2019;s wholly owned U.S. subsidiaries. Quanta&#x2019;s wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time Quanta maintains an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i)&#xA0;a corporate credit rating that is&#xA0;<font style="WHITE-SPACE: nowrap">BBB-</font>&#xA0;or higher by Standard&#xA0;&amp; Poor&#x2019;s Rating Services, (ii)&#xA0;a corporate family rating that is Baa3 or higher by Moody&#x2019;s Investors Services, Inc. or (iii)&#xA0;a corporate credit rating that is&#xA0;<font style="WHITE-SPACE: nowrap">BBB-</font>&#xA0;or higher by Fitch Ratings, Inc.).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The credit agreement contains certain covenants, including a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement). The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on Quanta&#x2019;s assets. The credit agreement allows cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii)&#xA0;continued compliance with the financial covenants in the credit agreement; and (iii)&#xA0;at least $100.0&#xA0;million of availability under the credit agreement and/or cash and cash equivalents on hand. As of December&#xA0;31, 2016, Quanta was in compliance with all of the covenants in the credit agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The credit agreement provides for customary events of default and contains cross-default provisions with Quanta&#x2019;s underwriting, continuing indemnity and security agreement with its sureties and all of Quanta&#x2019;s other debt instruments exceeding $100.0&#xA0;million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that Quanta provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Prior to the amendment and restatement of Quanta&#x2019;s credit agreement on December&#xA0;18, 2015 and after April&#xA0;1, 2014, amounts borrowed bore interest at the same rates as above, and Quanta was subject to the same commitment fees as above. Prior to April&#xA0;1, 2014, amounts borrowed in U.S. dollars bore interest, at Quanta&#x2019;s option, at a rate equal to either (i)&#xA0;the Eurocurrency Rate plus 1.25%, or (ii)&#xA0;the Base Rate plus 0.25%, and amounts borrowed as revolving loans in any currency other than U.S. dollars bore interest at a rate equal to the Eurocurrency Rate plus 1.25%. Prior to April&#xA0;1, 2014, standby letters of credit issued under the credit agreement were also subject to a letter of credit fee of 1.25%, Performance Letters of Credit issued in support of certain contractual obligations were subject to a letter of credit fee of 0.75%, and Quanta was also subject to a commitment fee of 0.20% on any unused availability under the credit agreement.</p> </div> <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>6.</b></td> <td valign="top" align="left"><b>GOODWILL AND OTHER INTANGIBLE ASSETS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> A summary of changes in Quanta&#x2019;s goodwill is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="51%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Electric&#xA0;Power<br /> Infrastructure<br /> Services&#xA0;Division</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Oil and Gas<br /> Infrastructure<br /> Services&#xA0;Division</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill balance at December&#xA0;31, 2014</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,223,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">373,471</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,596,695</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill acquired during 2015</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,860</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Purchase price allocation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">750</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,867</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,117</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill impaired during 2015</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,826</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,826</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign currency translation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,953</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19,001</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(47,954</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at December&#xA0;31, 2015:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,226,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">366,306</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,592,551</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accumulated impairment</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,893</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,893</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill, net</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,226,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">326,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,552,658</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill acquired during 2016</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,168</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,018</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Purchase price allocation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">229</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(214</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign currency translation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,337</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,973</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,310</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at December&#xA0;31, 2016:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,253,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">388,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,642,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accumulated impairment</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill, net</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,253,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">349,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,603,169</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The purchase price allocation adjustments recorded in the year ended December&#xA0;31, 2016 primarily represent changes in deferred tax liability estimates and would have had no impact on the consolidated financial statements in prior periods had these adjustments been booked at the respective acquisition dates. The purchase price allocation adjustments recorded in the year ended December&#xA0;31, 2015 resulted primarily from net working capital adjustments and changes in tax estimates. The goodwill impairment in the year ended December&#xA0;31, 2015 primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta&#x2019;s Oil and Gas Infrastructure Services Division.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Also, as described in Note&#xA0;2, Quanta&#x2019;s operating units are organized into one of Quanta&#x2019;s two internal divisions and, accordingly, the goodwill associated with the operating units has been aggregated on a divisional basis in the table above. These divisions are closely aligned with Quanta&#x2019;s reportable segments and operating units are assigned to a division based on the predominant type of work performed. From time to time, operating units may be reorganized between divisions as business environments evolve.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="32%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>As of</b><br /> <b>December&#xA0;31, 2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>As of</b><br /> <b>December&#xA0;31, 2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>As of<br /> December&#xA0;31,&#xA0;2016</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Accumulated</b><br /> <b>Amortization</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets, Net</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Accumulated</b><br /> <b>Amortization</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets, Net</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Remaining<br /> Weighted Average<br /> Amortization<br /> Period in Years</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Customer relationships</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(110,640</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">133,689</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">236,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(90,840</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">145,891</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Backlog</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133,592</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132,441</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,151</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">130,818</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,954</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,864</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.3</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Trade names</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">54,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,855</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,868</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,525</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,667</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-compete</font>&#xA0;agreements</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,212</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(25,546</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,666</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,507</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,053</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Patented rights and developed technology</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,480</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,831</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,447</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,599</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.2</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total intangible assets subject to amortization</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">484,336</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(297,313</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">187,023</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">469,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(264,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,074</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10.4</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Amortization expense for intangible assets was $31.7&#xA0;million, $34.8&#xA0;million and $34.3&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively. Additionally, during the year ended December&#xA0;31, 2015, Quanta recorded an impairment charge of $12.1&#xA0;million related to customer relationships, trade names and&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreement intangible assets. These intangible asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta&#x2019;s Oil and Gas Infrastructure Services Division. The impairment charge is reflected in the December&#xA0;31, 2016 and 2015 accumulated amortization balances above.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The estimated future aggregate amortization expense of intangible assets subject to amortization as of December&#xA0;31, 2016 is set forth below (in&#xA0;thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="83%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WIDTH: 141.5pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>For the Fiscal Year Ending December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,574</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,265</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2020</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,948</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2021</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,620</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,389</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">187,023</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> -6080000 2016-12-31 -16588000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The net effect of changes in operating assets and liabilities, net of&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts and notes receivable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">144,877</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">150,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(239,159</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs and estimated earnings in excess of billings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(152,702</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(49,358</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(73,443</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Inventories</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,905</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(33,524</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,025</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Prepaid expenses and other current assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,133</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,899</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,493</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable and accrued expenses and other&#xA0;<font style="WHITE-SPACE: nowrap">non-current</font>&#xA0;liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,486</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(60,829</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Billings in excess of costs and estimated earnings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(124,680</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">153,017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,596</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,707</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,908</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net change in operating assets and liabilities, net of&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;transactions</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(57,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">212,311</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(389,261</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> -14508000 1.26 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 6pt"> <b><i>Principles of Consolidation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> The consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The consolidated financial statements also include the accounts of certain of Quanta&#x2019;s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.</p> </div> -1035000 220000 Yes 7677293000 12700000 -264000 -923000 2016 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following table summarizes the estimated fair values of identifiable intangible assets for the 2016 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Estimated<br /> Fair&#xA0;Value&#xA0;at<br /> Acquisition&#xA0;Date</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Weighted&#xA0;Average<br /> Amortization&#xA0;Period<br /> at Acquisition Date</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Customer relationships</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,645</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.8</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Backlog</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,085</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Trade names</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15.0</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-compete</font>&#xA0;agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">482</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5.0</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total intangible assets subject to amortization acquired in 2016 acquisitions</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> </div> false 5076000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>17.</b></td> <td valign="top" align="left"><b>SUPPLEMENTAL CASH FLOW INFORMATION:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The net effect of changes in operating assets and liabilities, net of&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="72%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts and notes receivable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">144,877</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">150,470</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(239,159</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs and estimated earnings in excess of billings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(152,702</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(49,358</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(73,443</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Inventories</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,905</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(33,524</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,025</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Prepaid expenses and other current assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,133</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,899</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(35,493</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable and accrued expenses and other&#xA0;<font style="WHITE-SPACE: nowrap">non-current</font>&#xA0;liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,452</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,486</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(60,829</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Billings in excess of costs and estimated earnings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(124,680</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">153,017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,596</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,743</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(11,707</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,908</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net change in operating assets and liabilities, net of&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;transactions</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(57,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">212,311</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(389,261</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additional supplemental cash flow information is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cash (paid) received during the period for &#x2014;</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Interest paid related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(12,828</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(7,087</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(3,533</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income taxes paid related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(121,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(130,921</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(223,901</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income taxes paid related to discontinued operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(7,260</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(144,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,286</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income tax refunds related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,548</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,376</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 8700000 --12-31 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Debt Issuance Costs</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Capitalized debt issuance costs related to Quanta&#x2019;s credit facility and any other debt outstanding at a given balance sheet date are included in other assets, net and are amortized into interest expense on a straight-line basis over the terms of the respective agreements giving rise to the debt issuance costs, which Quanta believes approximates the effective interest rate method. During 2015, Quanta incurred $3.8&#xA0;million of debt issuance costs related to the amendment and restatement of its credit agreement and recorded a nominal charge to interest expense for the <font style="WHITE-SPACE: nowrap">write-off</font> of a portion of the debt issuance costs related to the prior facility. As of December&#xA0;31, 2016 and 2015, capitalized debt issuance costs were $11.4&#xA0;million, with accumulated amortization of $6.0&#xA0;million and $4.8&#xA0;million. For the years ended December&#xA0;31, 2016, 2015 and 2014, amortization expense related to capitalized debt issuance costs was $1.4&#xA0;million, $1.3&#xA0;million and $1.1&#xA0;million, respectively.</p> </div> Yes 7964000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Cash and Cash Equivalents</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta had cash and cash equivalents of $112.2&#xA0;million and $128.8&#xA0;million as of December&#xA0;31, 2016 and 2015. Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At December&#xA0;31, 2016 and 2015, cash equivalents were $8.8&#xA0;million and $1.4&#xA0;million and consisted primarily of money market investments and money market mutual funds and are discussed further in <i>Fair Value Measurements</i> below. As of December&#xA0;31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5&#xA0;million and $16.1&#xA0;million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7&#xA0;million and $112.7&#xA0;million. As of December&#xA0;31, 2016 and 2015, cash and cash equivalents held by Quanta&#x2019;s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5&#xA0;million and $24.9&#xA0;million, of which $10.0&#xA0;million and $11.9&#xA0;million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and Quanta does not have access to that cash for its other operations. Under the terms of the partnership agreements, Quanta generally has no right to the joint ventures&#x2019; cash other than participating in distributions and in the event of dissolution.</p> </div> 170240000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>12.</b></td> <td valign="top" align="left"><b>EQUITY-BASED COMPENSATION:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Stock Incentive Plans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> On May&#xA0;19, 2011, Quanta&#x2019;s stockholders approved the 2011 Omnibus Equity Incentive Plan (the 2011 Plan). The 2011 Plan provides for the award of&#xA0;<font style="WHITE-SPACE: nowrap">non-qualified</font>&#xA0;stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, RSUs, stock bonus awards, performance compensation awards (including performance units and cash bonus awards) or any combination of the foregoing. The purpose of the 2011 Plan is to attract and retain key personnel and provide participants with additional performance incentives by increasing their proprietary interest in Quanta. Employees, directors, officers, consultants or advisors of Quanta or its affiliates are eligible to participate in the 2011 Plan, as are prospective employees, directors, officers, consultants or advisors of Quanta who have agreed to serve Quanta in those capacities. An aggregate of 11,750,000 shares of Quanta common stock may be issued pursuant to awards granted under the 2011 Plan.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, pursuant to the Quanta Services, Inc. 2007 Stock Incentive Plan (the 2007 Plan), which was adopted on May&#xA0;24, 2007, Quanta may award restricted stock, incentive stock options and&#xA0;<font style="WHITE-SPACE: nowrap">non-qualified</font>&#xA0;stock options to eligible employees, directors, and certain consultants and advisors. An aggregate of 4,000,000 shares of common stock may be issued pursuant to awards granted under the 2007 Plan. Quanta also has a Restricted Stock Unit Plan (the RSU Plan), pursuant to which RSUs may be awarded to certain employees and consultants of Quanta&#x2019;s Canadian operations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The 2011 Plan, the 2007 Plan and the RSU Plan, together with certain plans assumed by Quanta in acquisitions, are referred to as the Plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The Plans are administered by the Compensation Committee of the Board of Directors of Quanta. The Compensation Committee has, subject to applicable regulation and the terms of the Plans, the authority to grant awards under the Plans, to construe and interpret the Plans and to make all other determinations and take any and all actions necessary or advisable for the administration of the Plans. The Board also delegated to the Equity Grant Committee, a committee of the Board consisting of one or more directors, the authority to grant limited awards to eligible persons who are not executive officers or&#xA0;<font style="WHITE-SPACE: nowrap">non-employee</font>&#xA0;directors.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Restricted Stock and RSUs to be Settled in Common Stock</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the years ended December&#xA0;31, 2016, 2015 and 2014, Quanta granted 1.8&#xA0;million, 1.3&#xA0;million and 1.4&#xA0;million shares of RSUs to be settled in common stock under the Plans with weighted average grant date fair values of $22.22, $27.64 and $35.08 per share, respectively. The grant date fair value for awards of restricted stock and RSUs to be settled in common stock is based on the market value of Quanta common stock on the date of grant. Restricted stock and RSU awards to be settled in common stock are subject to forfeiture, restrictions on transfer and certain other conditions until vesting, which generally occurs in equal installments over a&#xA0;<font style="WHITE-SPACE: nowrap">two-year</font>&#xA0;or three-year period following the date of grant. During the restriction period, holders of restricted stock are entitled to vote and receive dividends on such shares.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the years ended December&#xA0;31, 2016, 2015 and 2014, vesting activity consisted of 1.4&#xA0;million, 1.3&#xA0;million and 1.1&#xA0;million shares of restricted stock and RSUs settled in common stock with an approximate fair value at the time of vesting of $28.9&#xA0;million, $35.9&#xA0;million and $37.5&#xA0;million, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> A summary of the activity for restricted stock and RSUs to be settled in common stock for the year ended December&#xA0;31, 2016 is as follows (shares in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Shares</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Weighted</b><br /> <b>Average</b><br /> <b>Grant&#xA0;Date</b><br /> <b>Fair&#xA0;Value</b><br /> <b>(Per share)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unvested at January&#xA0;1, 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,377</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">30.36</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,846</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22.22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,369</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">29.58</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Forfeited</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(143</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25.93</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unvested at December&#xA0;31, 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,711</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25.45</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the years ended December&#xA0;31, 2016, 2015 and 2014, Quanta recognized $39.6&#xA0;million, $33.3&#xA0;million and $35.0&#xA0;million of&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;stock compensation expense related to restricted stock and RSUs to be settled in common stock. As of December&#xA0;31, 2016, there was approximately $29.8&#xA0;million of total unrecognized compensation cost related to unvested RSUs to be settled in common stock granted to both employees and&#xA0;<font style="WHITE-SPACE: nowrap">non-employees.</font>&#xA0;This cost is expected to be recognized over a weighted average period of 1.52 years.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Performance Units to be Settled in Common Stock</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Performance units awarded pursuant to the 2011 Plan provide for the issuance of shares of common stock upon vesting. These performance units cliff-vest at the end of a three-year performance period based on achievement of three-year company financial performance targets and strategic initiatives established by the Compensation Committee. The final amount of earned and vested performance units can range from 0% to 200% of the initial amount awarded based on the level of achievement of performance goals, as determined by Quanta&#x2019;s Compensation Committee.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the years ended December&#xA0;31, 2016, 2015 and 2014, Quanta granted 0.3&#xA0;million, 0.2&#xA0;million and 0.1&#xA0;million of performance units to be settled in common stock under the 2011 Plan with a weighted average grant date fair value of $22.86, $28.16 and $35.20 per share. The grant date fair value for awards of performance units to be settled in common stock is based on the market value of Quanta common stock on the date of grant applied to the total number of performance units that Quanta anticipates will become earned and vest.&#xA0;This fair value is expensed ratably over the vesting term and is adjusted for fair value changes so that the expense recognized for each award is equivalent to the fair value of the final number of earned and vested performance units.&#xA0;During the years ended December&#xA0;31, 2016, 2015 and 2014, Quanta recognized $3.2&#xA0;million, $3.6&#xA0;million and $2.4&#xA0;million in compensation expense associated with performance units to be settled in common stock.&#xA0;During the years ended December&#xA0;31, 2016, 2015 and 2014, no performance units vested, and no shares of common stock were issued in connection with performance units.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>RSUs to be Settled in Cash</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Certain RSUs granted by Quanta under the Plans are settled solely in cash. These cash-settled RSUs are intended to provide plan participants with cash performance incentives that are substantially equivalent to the risks and rewards of equity ownership in Quanta, typically vest in equal installments over a&#xA0;<font style="WHITE-SPACE: nowrap">two-year</font>&#xA0;or three-year period following the date of grant, and are subject to forfeiture under certain conditions, primarily termination of service. Additionally, subject to certain restrictions, Quanta&#x2019;s&#xA0;<font style="WHITE-SPACE: nowrap">non-employee</font>&#xA0;directors may elect to cash settle a portion of their RSU awards, which generally vest upon conclusion of the director service year. For all RSUs settled in cash, the holders receive for each vested RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Compensation expense related to RSUs to be settled in cash was $7.0&#xA0;million, $4.0&#xA0;million and $3.9&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014. Such expense is recorded in selling, general and administrative expenses. RSUs that are anticipated to be settled in cash are not included in the calculation of earnings per share, and the estimated earned value of such RSUs is classified as a liability. Quanta paid $4.6&#xA0;million, $4.2&#xA0;million and $3.1&#xA0;million to settle liabilities related to cash-settled RSUs in the years ended December&#xA0;31, 2016, 2015 and 2014, respectively. Accrued liabilities for the estimated earned value of outstanding RSUs to be settled in cash were $5.1&#xA0;million and $2.7&#xA0;million at December&#xA0;31, 2016 and 2015.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 0pt"> <b><i>Earnings Per Share</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.</p> </div> FY 221399000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Comprehensive Income</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta&#x2019;s capital related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.</p> </div> Large Accelerated Filer 31685000 No 11549000 1715000 6637519000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Derivatives</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> From time to time, Quanta enters into forward currency contracts that qualify as derivatives in order to hedge the risks associated with fluctuations in foreign currency exchange rates related to certain forecasted foreign currency denominated transactions. Quanta does not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for cash flow hedge accounting. For a hedge to qualify for cash flow hedge accounting treatment, a hedge must be documented at the inception of the contract, with the objective and strategy stated, along with an explicit description of the methodology used to assess hedge effectiveness. The dates (or periods) for the expected forecasted events and the nature of the exposure involved (including quantitative measures of the size of the exposure) must also be documented. At the inception of the hedge and on an ongoing basis, the hedge must be deemed to be &#x201C;highly effective&#x201D; at minimizing the risk of the identified exposure. Effectiveness measures relate the gains or losses of the derivative to changes in the cash flows associated with the hedged item, and the forecasted transaction must be probable of occurring.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> For forward contracts that qualify as cash flow hedges, Quanta accounts for the change in fair value of the forward contracts directly in equity as part of accumulated other comprehensive income (loss). Any ineffective portion of cash flow hedges is recognized in earnings in the period in which ineffectiveness occurs. For instance, if a forward contract is discontinued as a cash flow hedge because it is probable that the original forecasted transaction will not occur by the end of the originally specified time period, the related amounts in accumulated other comprehensive income (loss) would be reclassified to other income (expense) in the consolidated statement of operations in the period such determination is made. When a forecasted transaction occurs, the portion of the accumulated gain or loss applicable to the forecasted transaction is reclassified from equity to earnings. Changes in fair value related to transactions that do not meet the criteria for cash flow hedge accounting are recorded in the consolidated statements of operations and are included in other income (expense).</p> </div> 200675000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Functional Currency and Translation of Financial Statements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> The U.S. dollar is the functional currency for the majority of Quanta&#x2019;s operations, which are primarily located within the United States. The functional currency for Quanta&#x2019;s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Generally, the currency in which the operating unit transacts the majority of its activities, including billings, financing, payroll and other expenditures, would be considered the functional currency. The treatment of foreign currency translation gains or losses is dependent upon management&#x2019;s determination of the functional currency of each operating unit. In preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at <font style="WHITE-SPACE: nowrap">month-end</font> exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under the caption &#x201C;Accumulated other comprehensive income (loss).&#x201D; Gains and losses arising from transactions which are not denominated in the operating units&#x2019; functional currencies are included within other income (expense) in the statements of operations.</p> </div> <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>15.</b></td> <td valign="top" align="left"><b>COMMITMENTS AND CONTINGENCIES:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Investments in Affiliates and Other Entities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As described in Note&#xA0;11, Quanta holds investments in certain joint ventures with third parties for the purpose of providing infrastructure services under certain customer contracts. Losses incurred by these joint ventures are generally shared ratably based on the percentage ownership of the joint venture members. However, each member of the joint venture typically is jointly and severally liable for all of the obligations of the joint venture under the contract with the customer, and therefore can be liable for full performance of the contract with the customer. In circumstances where Quanta&#x2019;s participation in a joint venture qualifies as a general partnership, the joint venture partners are jointly and severally liable for all of the obligations of the joint venture, including obligations owed to the customer or any other person or entity. Quanta is not aware of circumstances that would lead to future claims against it for material amounts in connection with these joint and several liabilities.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In the joint venture arrangements entered into by Quanta, typically each joint venturer indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement. It is possible, however, that Quanta could be required to pay or perform obligations in excess of its share if the other joint venturer failed or refused to pay or perform its share of the obligations. Quanta is not aware of circumstances that would lead to future claims against it for material amounts that would not be indemnified.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2014, a limited partnership in which Quanta is a partner was selected for an engineering, procurement and construction (EPC) electric transmission project to construct approximately 500 kilometers of transmission line and two 500 kV substations. Quanta will provide turnkey EPC services for the entire project. As of December&#xA0;31, 2016, Quanta had made aggregate contributions to this unconsolidated affiliate of $13.5&#xA0;million and had received $2.9&#xA0;million as a return of capital. Also as of December&#xA0;31, 2016, Quanta had outstanding additional capital commitments associated with investments in an unconsolidated affiliate related to this project as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="13%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Capital&#xA0;Commitments</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Year Ending December 31:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017&#xA0;<sup style="FONT-SIZE: 11px; VERTICAL-ALIGN: top">(1)</sup></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">33,771</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,567</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">A return of capital from unconsolidated affiliates of approximately $42.1&#xA0;million is anticipated in August 2017 and is not included in these amounts.</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, as of December&#xA0;31, 2016, Quanta had outstanding capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of approximately $20.5&#xA0;million, $0.3&#xA0;million of which is expected to be paid in the first quarter of 2017. The remaining $20.2&#xA0;million of these capital commitments is anticipated to be paid by May&#xA0;31, 2022.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Leases</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta leases certain land, buildings and equipment under&#xA0;<font style="WHITE-SPACE: nowrap">non-cancelable</font>&#xA0;lease agreements, including related party leases as discussed in Note&#xA0;14. The terms of these agreements vary from lease to lease, including some with renewal options and escalation clauses. The following schedule shows the future minimum lease payments under these leases as of December&#xA0;31, 2016 (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="75%"></td> <td valign="bottom" width="15%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Operating&#xA0;Leases</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Year Ending December 31:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,677</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2020</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,444</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2021</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,761</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,331</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total minimum lease payments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">266,463</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Rent expense related to operating leases was approximately $242.3&#xA0;million, $208.5&#xA0;million and $161.5&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has guaranteed the residual value on certain of its equipment operating leases. Quanta has agreed to pay any difference between this residual value and the fair market value of the underlying asset at the date of termination of the leases. At December&#xA0;31, 2016, the maximum guaranteed residual value was approximately $556.5&#xA0;million. Quanta believes that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that significant payments will not be required in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Committed Expenditures</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has capital commitments for the expansion of its vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of December&#xA0;31, 2016, Quanta issued approximately $22.4&#xA0;million of production orders with expected delivery dates in 2017. Although Quanta has committed to purchase these vehicles at the time of their delivery, Quanta anticipates that these orders will be assigned to third party leasing companies and made available to Quanta under certain of its master equipment lease agreements, thereby releasing Quanta from its capital commitments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Legal Proceedings</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, Quanta records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, Quanta discloses matters for which management believes a material loss is at least reasonably possible. Except as otherwise stated below, none of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on Quanta&#x2019;s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management&#x2019;s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Lorenzo Benton v. Telecom Network Specialists, Inc., et al.</i>&#xA0;In June 2006, plaintiff Lorenzo Benton filed a class action complaint in the Superior Court of California, County of Los Angeles, alleging various wage and hour violations against Telecom Network Specialists (TNS), a former subsidiary of Quanta.&#xA0;Quanta retained liability associated with this matter pursuant to the terms of Quanta&#x2019;s sale of TNS in December 2012. Benton seeks to represent a class of workers that includes all persons who worked on certain TNS projects, including individuals that TNS retained through numerous staffing agencies.&#xA0;The plaintiff class in this matter is seeking damages for unpaid wages, penalties associated with the failure to provide meal and rest periods and overtime wages, interest and attorneys&#x2019; fees. In September 2015, the trial court certified the class as to workers from the various staffing companies at issue. In January 2017, the trial court granted a summary judgment motion filed by the plaintiff class and found that TNS was a joint employer of the class members and that it failed to provide adequate meal and rest breaks and failed to pay overtime wages. Quanta believes this decision is not in line with controlling law, is in the process of appealing and continues to contest liability in this matter.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, in November 2007, TNS filed cross complaints for indemnity and breach of contract against the staffing agencies, which employed many of the individuals in question. In December 2012, the trial court heard cross-motions for summary judgment filed by TNS and the staffing agencies pertaining to TNS&#x2019;s demand for indemnity.&#xA0;The court denied TNS&#x2019;s motion and granted the motions filed by the staffing agencies.&#xA0;TNS appealed the court&#x2019;s ruling, and in April 2015, the California Appellate Court reversed the trial court&#x2019;s decision, vacated its award of attorneys&#x2019; fees, and instructed the trial court to reconsider its earlier ruling on TNS&#x2019;s indemnity claims.&#xA0;In February 2017, the court denied a new motion for summary judgment filed by the staffing companies and stated that the staffing companies were liable to TNS for any damages owed to the class members that the staffing companies employed.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Based on review and analysis of the trial court&#x2019;s rulings, Quanta does not believe, at this time, that it is probable this matter will result in a material loss. However, the final amount of liability, if any, payable in connection with this matter remains the subject of pending litigation and will ultimately depend on various factors, including the outcome of Quanta&#x2019;s appeal of the trial court&#x2019;s ruling and the solvency of the staffing agencies. Quanta believes the range of reasonably possible loss upon final resolution of this matter is up to $23&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>SEC Notice</i>.&#xA0;On March&#xA0;10, 2014, the SEC notified Quanta of an inquiry into certain aspects of Quanta&#x2019;s activities in certain foreign jurisdictions, including South Africa and the United Arab Emirates.&#xA0;The SEC also requested that Quanta take necessary steps to preserve and retain categories of relevant documents, including those pertaining to Quanta&#x2019;s U.S. Foreign Corrupt Practices Act compliance program.&#xA0;The SEC did not allege any violations of law by Quanta or its employees.&#xA0;On October&#xA0;27, 2016, the SEC notified Quanta that it had concluded its investigation and, based on the information received, did not intend to pursue further action in connection with this inquiry.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Sunrise Powerlink Arbitration</i>.&#xA0;On April&#xA0;21, 2010, PAR Electrical Contractors, Inc. (PAR), one of Quanta&#x2019;s wholly owned subsidiaries, entered into a contract with SDG&amp;E to construct a&#xA0;<font style="WHITE-SPACE: nowrap">117-mile</font>&#xA0;electrical transmission line in Imperial and San Diego Counties, California, known as the Sunrise Powerlink project. In October 2013, Quanta initiated arbitration proceedings against SDG&amp;E alleging breach of contract and seeking compensation for additional costs incurred on the project. SDG&amp;E filed a counterclaim for breach of contract seeking damages for PAR&#x2019;s alleged untimely performance. In December 2014, the parties reached an agreement to dismiss the arbitration. The settlement terms provided for a cash payment by SDG&amp;E to PAR in the amount of $65&#xA0;million, representing the final amount to compensate PAR for substantially all of the unpaid portion of PAR&#x2019;s costs incurred on the project. In January 2015, payment was received and the arbitration was dismissed.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For additional information regarding other pending legal proceedings, see&#xA0;<i>Collective Bargaining Agreements</i>&#xA0;in this Note 15.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Concentrations of Credit Risk</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is subject to concentrations of credit risk related primarily to its cash and cash equivalents and its net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of Quanta&#x2019;s cash and cash equivalents are managed by what it believes to be high credit quality financial institutions. In accordance with Quanta&#x2019;s investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what Quanta believes to be high quality investments, which consist primarily of interest-bearing demand deposits, money market investments, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although Quanta does not currently believe the principal amount of these investments is subject to any material risk of loss, changes in economic conditions could impact the interest income Quanta receives from these investments. In addition, Quanta grants credit under normal payment terms, generally without collateral, to its customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, Quanta is subject to potential credit risk related to changes in business and economic factors throughout the United States, Canada and Australia, which may be heightened as a result of uncertain economic and financial market conditions that have existed in recent years. However, Quanta generally has certain statutory lien rights with respect to services provided. Historically, some of Quanta&#x2019;s customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose Quanta to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services Quanta has performed.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> At December&#xA0;31, 2016 and 2015, one customer within Quanta&#x2019;s Electric Power Infrastructure Services segment accounted for approximately 16% and 12% of Quanta&#x2019;s consolidated net receivable position. At December&#xA0;31, 2016 and 2015, the net receivable position for this customer was $277.3&#xA0;million and $195.2&#xA0;million, which included $175.9&#xA0;million and $83.9&#xA0;million of costs and estimated earnings in excess of billings on uncompleted contracts. These balances were associated with invoicing challenges and billing delays on two related electric transmission projects located in remote regions of northeastern Canada that resulted from extensive quality assurance documentation and administrative requirements. Quanta continues to work collaboratively with the customer to improve these processes. The net receivable position also includes change orders and claims that were in the process of being negotiated in the normal course of business. No other customers represented 10% or more of Quanta&#x2019;s consolidated net receivable position as of December&#xA0;31, 2016 or 2015. No customers represented 10% or more of Quanta&#x2019;s revenues for the years ended December&#xA0;31, 2016, 2015 and 2014.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Self-Insurance</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As discussed in Note 2, Quanta is insured for employer&#x2019;s liability, workers&#x2019; compensation, auto liability, general liability and group health claims. As of December&#xA0;31, 2016 and 2015, the gross amount accrued for insurance claims totaled $218.2&#xA0;million and $209.0&#xA0;million, with $162.0&#xA0;million and $153.5&#xA0;million considered to be long-term and included in other&#xA0;<font style="WHITE-SPACE: nowrap">non-current</font>&#xA0;liabilities. Related insurance recoveries/receivables as of December&#xA0;31, 2016 and 2015 were $8.7&#xA0;million and $8.6&#xA0;million, of which $0.4&#xA0;million and $0.6&#xA0;million were included in prepaid expenses and other current assets and $8.3&#xA0;million and $8.0&#xA0;million were included in other assets, net.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Letters of Credit</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Certain of Quanta&#x2019;s vendors require letters of credit to ensure reimbursement for amounts they are disbursing on its behalf, such as to beneficiaries under its self-funded insurance programs. In addition, from time to time, certain customers require Quanta to post letters of credit to ensure payment to its subcontractors and vendors and to guarantee performance under its contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to Quanta&#x2019;s credit facility. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder demonstrates that Quanta has failed to perform specified actions. If this were to occur, Quanta would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, Quanta may also be required to record a charge to earnings for the reimbursement. Quanta does not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016, Quanta had $305.6&#xA0;million in outstanding letters of credit and bank guarantees under its credit facility to secure its casualty insurance program and various contractual commitments. These are irrevocable&#xA0;<font style="WHITE-SPACE: nowrap">stand-by</font>&#xA0;letters of credit with maturities generally expiring at various times throughout 2017. Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent&#xA0;<font style="WHITE-SPACE: nowrap">one-year</font>&#xA0;periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Performance Bonds and Parent Guarantees</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In certain circumstances, Quanta is required to provide performance bonds in connection with its contractual commitments. Quanta has indemnified its sureties for any expenses paid out under these performance bonds. These performance bonds expire at various times ranging from mechanical completion of the related projects to a period extending beyond contract completion in certain circumstances, and as such a determination of maximum potential amounts outstanding requires the use of certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon the mix and level of Quanta&#x2019;s bonded operating activity. As of December&#xA0;31, 2016, the total amount of the outstanding performance bonds was estimated to be approximately $3.4&#xA0;billion. Quanta&#x2019;s estimated maximum exposure as it relates to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of its commitments under the performance bonds generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $1.2&#xA0;billion as of December&#xA0;31, 2016.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, from time to time, Quanta guarantees the obligations of its wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease obligations and, in some states, obligations in connection with obtaining contractors&#x2019; licenses. Quanta is not aware of any material obligations for performance or payment asserted against it under any of these guarantees.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Employment Agreements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has various employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of Quanta, and Quanta may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined change in control events.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Collective Bargaining Agreements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Some of Quanta&#x2019;s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. From time to time, Quanta is a party to grievance actions based on claims arising out of the collective bargaining agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta&#x2019;s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">&#x201C;pay-as-you-go&#x201D;</font></font></font>&#xA0;basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at any time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict its union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The PPA also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as &#x201C;endangered,&#x201D; &#x201C;seriously endangered&#x201D; or &#x201C;critical&#x201D; status based on multiple factors (including, for example, the plan&#x2019;s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in &#x201C;endangered,&#x201D; &#x201C;seriously endangered&#x201D; or &#x201C;critical&#x201D; status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta may be subject to additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. For example, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer&#x2019;s own retirees. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if other participating employers cease to contribute or withdraw, with the reallocation of liability being more acute in cases when a withdrawn employer is insolvent or otherwise fails to pay its withdrawal liability. Other than as described below, Quanta is not aware of any material amounts of withdrawal liability that have been incurred as a result of a withdrawal by any of Quanta&#x2019;s operating units from any multiemployer defined benefit pension plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>2011 Central States Plan Withdrawal Liability</i>. In the fourth quarter of 2011, certain Quanta subsidiaries withdrew from the Central States Plan. This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers&#x2019; obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain Quanta subsidiaries. Because certain other Quanta subsidiaries continued participation in the Central States Plan into 2012, the Quanta subsidiaries&#x2019; withdrawals in 2011 effected only a partial withdrawal on behalf of Quanta for 2011. Quanta believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. Quanta and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain additional Quanta subsidiaries continued participation in the Central States Plan into 2012, Quanta believes that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December&#xA0;30, 2012 for all Quanta subsidiaries.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In connection with the partial withdrawal in 2011, Quanta recorded a withdrawal liability of approximately $32.6&#xA0;million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus Quanta&#x2019;s partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided Quanta with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6&#xA0;million and requiring Quanta to make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court&#x2019;s previous ruling which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming a partial withdrawal liability in the amount of $32.9&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Separately, in December 2013, the Central States Plan filed lawsuits against two of Quanta&#x2019;s other subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central States Plan pursuant to the collective bargaining agreement under which it participated. Quanta argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by the Quanta subsidiary to a new industry fund created after Quanta withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended the withdrawal date for this subsidiary to at least the end of 2013. Quanta disputed these allegations on the basis that it properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which it participated and asserted that it terminated its obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in favor of Quanta. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The ultimate liability associated with the complete withdrawal of Quanta&#x2019;s subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In March 2014, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios from 2011 through 2014 could range between $40.1&#xA0;million and $55.4&#xA0;million, which Quanta believes to be the range of reasonably possible loss for this matter. Additionally, based on those estimates and allowing for the exclusion of amounts believed by management to have been improperly included in such estimate, Quanta recorded an adjustment to cost of services during the three months ended March&#xA0;31, 2014 to increase the recognized withdrawal liability to an amount within the range communicated to Quanta by the Central States Plan. Given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense Quanta had recognized through December&#xA0;31, 2016. Although Quanta disputes the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of December&#xA0;31, 2016, Quanta had made payments totaling $17.5&#xA0;million toward the withdrawal liability assessment.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>2013 Central States Plan Withdrawal Liability.</i>&#xA0;On October&#xA0;9, 2013, Quanta acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9&#xA0;million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, Quanta recorded an initial liability of $4.8&#xA0;million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8&#xA0;million. Although Quanta continues to dispute the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of this revised Notice and Demand while the parties determine the final withdrawal liability. As of December&#xA0;31, 2016, payments totaling $3.5&#xA0;million had been made toward the withdrawal liability assessment.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company&#x2019;s withdrawal from the Central States Plan is not expected to have a material impact on Quanta&#x2019;s financial condition, results of operations or cash flows.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Indemnities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject Quanta to indemnity claims and liabilities and related litigation. Additionally, in connection with certain acquisitions and dispositions, Quanta has indemnified various parties against specified liabilities that those parties might incur in the future. The indemnities under acquisition or disposition agreements are usually contingent upon the other party incurring liabilities that reach specified thresholds. As of December&#xA0;31, 2016, except as otherwise set forth above in&#xA0;<i>Legal Proceedings</i>, Quanta does not believe any material liabilities for claims exist against it in connection with any of these indemnity obligations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In the normal course of Quanta&#x2019;s acquisition transactions, Quanta obtains rights to indemnification from the sellers or former owners of acquired companies for certain risks, liabilities and obligations arising from their prior operations, such as performance, operational, safety, workforce or tax issues, some of which Quanta may not have discovered during due diligence. However, the indemnities may not cover all of Quanta&#x2019;s exposure for such&#xA0;<font style="WHITE-SPACE: nowrap">pre-acquisition</font>&#xA0;matters, and the indemnitors may be unwilling or unable to pay the amounts owed to Quanta. Accordingly, Quanta may incur expenses for which it is not reimbursed. Quanta is currently in the process of identifying certain&#xA0;<font style="WHITE-SPACE: nowrap">pre-acquisition</font>&#xA0;obligations associated with&#xA0;<font style="WHITE-SPACE: nowrap">non-U.S.</font>&#xA0;payroll taxes that may be due from a business acquired by Quanta in 2013. As of December&#xA0;31, 2016, Quanta had recorded $11.4&#xA0;million as its best estimate of the&#xA0;<font style="WHITE-SPACE: nowrap">pre-acquisition</font>&#xA0;tax obligations and a corresponding indemnification asset, as management expects to recover from the indemnity counterparties any amounts that Quanta may be required to pay in connection with any such obligations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> -3904000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="67%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,677,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,770,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,476,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,017,506</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">956,925</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,248,827</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Selling, general and administrative expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">656,109</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">612,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">745,321</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Amortization of intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,204</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,947</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">47,777</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">303,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,960</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">125,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">285,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.26</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.64</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.28</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> </table> </div> -880000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>7.</b></td> <td valign="top" align="left"><b>PER SHARE INFORMATION:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. The amounts used to compute the basic and diluted earnings per share for the years ended December&#xA0;31, 2016, 2015 and 2014 are illustrated below (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Amounts attributable to common stock:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">120,286</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">269,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from discontinued operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(342</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,383</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">310,907</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">296,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Weighted average shares:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted average shares outstanding for basic earnings per share</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">157,287</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">195,113</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">219,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Effect of dilutive stock options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted average shares outstanding for diluted earnings per share</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">157,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">195,120</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">219,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For purposes of calculating diluted earnings per share, there were no adjustments required to derive Quanta&#x2019;s net income attributable to common stock. Outstanding exchangeable shares that were issued pursuant to certain of Quanta&#x2019;s historical acquisitions (as further discussed in Note 11), which are exchangeable on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">one-for-one</font></font>&#xA0;basis with shares of Quanta common stock, have been included in weighted average shares outstanding for basic and diluted earnings per share for the years ended December&#xA0;31, 2016, 2015 and 2014 for the portion of the respective periods that they were outstanding. Weighted average shares outstanding for basic and diluted earnings per share for the year ended December&#xA0;31, 2016 were reduced by the additional shares received on April&#xA0;12, 2016 in settlement of an accelerated share repurchase arrangement (as further described in Note&#xA0;11).</p> </div> 671000 1931000 -15695000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Fair Value Measurements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The carrying values of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). All of Quanta&#x2019;s cash equivalents were categorized as Level&#xA0;1 assets at December&#xA0;31, 2016 and 2015, as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In connection with Quanta&#x2019;s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">not-to-compete,</font></font>&#xA0;patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December&#xA0;31, 2016, the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level&#xA0;3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 85235000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016, Quanta had made aggregate contributions to this unconsolidated affiliate of $13.5&#xA0;million and had received $2.9&#xA0;million as a return of capital. Also as of December&#xA0;31, 2016, Quanta had outstanding additional capital commitments associated with investments in an unconsolidated affiliate related to this project as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="82%"></td> <td valign="bottom" width="13%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Capital&#xA0;Commitments</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Year Ending December 31:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017&#xA0;<sup style="FONT-SIZE: 11px; VERTICAL-ALIGN: top">(1)</sup></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">33,771</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">23,567</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">57,338</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left">(1)</td> <td valign="top" align="left">A return of capital from unconsolidated affiliates of approximately $42.1&#xA0;million is anticipated in August 2017 and is not included in these amounts.</td> </tr> </table> </div> 10309000 2744453000 12828000 8764000 3326000 242300000 -4752000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer&#x2019;s access to capital, the customer&#x2019;s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30&#xA0;days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90&#xA0;days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in Quanta&#x2019;s customers&#x2019; business or cash flows, which may be impacted by negative economic and market conditions, could affect Quanta&#x2019;s ability to collect amounts due from them. As of December&#xA0;31, 2016 and 2015, Quanta had allowances for doubtful accounts on current receivables of approximately $2.8&#xA0;million and $5.2&#xA0;million. Long-term accounts receivable are included within other assets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta&#x2019;s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December&#xA0;31, 2016 and 2015 were approximately $231.0&#xA0;million and $250.1&#xA0;million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December&#xA0;31, 2016 and 2015 were $5.2&#xA0;million and $4.5&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December&#xA0;31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8&#xA0;million and $233.6&#xA0;million.</p> </div> 316000 -13743000 1013800000 -342000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>10.</b></td> <td valign="top" align="left"><b>INCOME TAXES:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The components of income (loss) from continuing operations before income taxes were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income (loss) from continuing operations before income taxes:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Domestic</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">349,959</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,955</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">263,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,273</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,280</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">163,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">307,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">228,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">426,599</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The components of the provision for income taxes for continuing operations were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="71%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">106,316</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,830</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">67,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,549</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,783</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,076</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,262</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,978</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total current tax provision</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,875</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,101</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(264</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,247</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,507</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(923</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">917</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,232</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,508</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,073</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,167</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred tax provision (benefit)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,695</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19,403</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total provision for income taxes from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,246</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">97,472</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The actual income tax provision differed from the income tax provision computed by applying the U.S.&#xA0;federal statutory corporate rate to income from continuing operations before provision for income taxes as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Provision at the statutory rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,036</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">149,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Increases (decreases) resulting from&#xA0;&#x2014;</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,241</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,890</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,860</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,239</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,059</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Contingency reserves, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,540</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(650</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Production activity deduction</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,871</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,033</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Employee per diems, meals and entertainment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,764</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,727</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,817</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Taxes on unincorporated joint ventures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(656</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,838</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,429</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Asset impairments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,909</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,226</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total provision for income taxes from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,246</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">97,472</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and tax purposes. The tax effects of these temporary differences, representing deferred tax assets and liabilities, result principally from the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="80%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income tax liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(214,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(189,793</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(83,097</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,059</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other intangibles</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(33,566</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(36,565</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other book/tax accounting method differences</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(41,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(61,095</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(372,806</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(356,512</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income tax assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accruals and reserves</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued insurance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">79,630</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,591</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Stock and incentive compensation and pension withdrawal liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,009</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net operating loss carryforwards</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,362</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,546</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Subtotal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204,963</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,991</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,141</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred income tax assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">189,972</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">174,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total net deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(182,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(181,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The net deferred income tax assets and liabilities were comprised of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="69%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income taxes:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,657</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(192,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(186,491</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total net deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(182,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(181,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The valuation allowance for deferred income tax assets at December&#xA0;31, 2016, 2015 and 2014 was $15.0&#xA0;million, $16.1&#xA0;million and $13.0&#xA0;million, respectively. These valuation allowances relate to foreign net operating loss carryforwards, state net operating loss carryforwards and foreign tax credit carryforwards. The net change in the total valuation allowance for each of the years ended December&#xA0;31, 2016, 2015 and 2014 was a decrease of $1.1&#xA0;million, an increase of $3.1&#xA0;million and a decrease of $0.3&#xA0;million, respectively. The valuation allowance was established primarily as a result of uncertainty in Quanta&#x2019;s outlook as to future taxable income in particular tax jurisdictions. Quanta believes it is more likely than not that it will realize the benefit of its deferred tax assets net of existing valuation allowances.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> At December&#xA0;31, 2016, Quanta had state and foreign net operating loss carryforwards, the tax effect of which was approximately $40.2&#xA0;million. These carryforwards will expire as follows: 2017, $0.7&#xA0;million; 2018, $0.4&#xA0;million; 2019, $0.8&#xA0;million; 2020, $0.5&#xA0;million; 2021, $0.5&#xA0;million and $37.3&#xA0;million thereafter. A valuation allowance of $12.6&#xA0;million has been recorded against certain foreign and state net operating loss carryforwards.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Through December&#xA0;31, 2016, Quanta has not provided U.S.&#xA0;income taxes on approximately $298.8&#xA0;million of unremitted foreign earnings. If Quanta was to repatriate cash that is indefinitely reinvested outside the U.S., it could be subject to additional U.S income and foreign withholding taxes. Because of the number and variability of assumptions required, it is not practicable to determine the amount of any additional U.S.&#xA0;tax liability that may result if Quanta decides to no longer indefinitely reinvest foreign earnings outside the U.S. If Quanta&#x2019;s intentions or U.S. tax laws change in the future, there may be a significant negative impact on the provision for income taxes and cash flows as a result of recording an incremental tax liability in the period such change occurs.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> A reconciliation of unrecognized tax benefit balances is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,306</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Additions based on tax positions related to the current year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,133</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Additions for tax positions of prior years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,048</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">292</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions for tax positions of prior years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,948</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions for audit settlements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(180</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,345</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions resulting from a lapse of the applicable statute of limitations periods</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,448</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(282</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,209</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at end of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For the year ended December&#xA0;31, 2016, the $23.4&#xA0;million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 through 2012 tax years. For the year ended December&#xA0;31, 2015, the $0.3&#xA0;million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2004 tax year. For the year ended December&#xA0;31, 2014, the $9.2&#xA0;million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 tax year.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The balances of unrecognized tax benefits, the amount of related interest and penalties and what Quanta believes to be the range of reasonably possible changes in the next 12&#xA0;months are as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Portion that, if recognized, would reduce tax expense and effective tax rate</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48,312</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued interest on unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,750</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued penalties on unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">650</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">673</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12&#xA0;months</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$12,332</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$27,485</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$10,221</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Portion that, if recognized, would reduce tax expense and effective tax rate</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$10,983</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$24,009</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0 to $8,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta classifies interest and penalties within the provision for income taxes. Quanta recognized interest income of $3.2&#xA0;million, interest expense of $2.4&#xA0;million and interest expense of $0.5&#xA0;million in the provision for income taxes for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta&#x2019;s Canadian subsidiaries remain open to examination by the Canada Revenue Agency for tax years 2010 through 2014 as these statute of limitations periods have not yet expired. Quanta does not consider any state in which it does business to be a major tax jurisdiction.</p> </div> 107690000 518607000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Litigation Costs and Reserves</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note&#xA0;15.</p> </div> 1715000 307686000 14887000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Inventories</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Inventories consist primarily of parts and supplies held for use in the ordinary course of business, which are valued by Quanta at the lower of cost or market as determined by using either the <font style="WHITE-SPACE: nowrap">first-in,</font> <font style="WHITE-SPACE: nowrap">first-out</font> (FIFO) method or the average costing method. Inventories also include certain job specific materials not yet installed which are valued using the specific identification method.</p> </div> -266044000 23137000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Property and equipment consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <br class="Apple-interchange-newline" /> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="65%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>Estimated&#xA0;Useful</b><br /> <b>Lives in Years</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Land</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Buildings and leasehold improvements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">5-30</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">137,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Operating equipment and vehicles</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">5-25</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,634,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,517,630</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Office equipment, furniture and fixtures and information technology systems</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">3-10</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">137,670</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Construction work in progress</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,806</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,036,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,857,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Accumulated depreciation and amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(862,825</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(755,272</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,174,094</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,101,959</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> </tr> </table> </div> 73452000 8586000 152702000 -7115000 68788000 349959000 -42273000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>3.</b></td> <td valign="top" align="left"><b>NEW ACCOUNTING PRONOUNCEMENTS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Adoption of New Accounting Pronouncements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity (VIE). The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">line-of-credit</font></font>&#xA0;arrangement, regardless of whether there are any outstanding borrowings on the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">line-of-credit</font></font>arrangement. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s&#xA0; consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity&#x2019;s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity&#x2019;s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations and management&#x2019;s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt by Quanta about its ability to continue as a going concern, if such substantial doubt were to exist. Quanta adopted this guidance on December&#xA0;31, 2016, and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification that related to disclosing the impact that recently issued accounting standards will have on a registrant&#x2019;s financial statements when such standards are adopted in future periods. Quanta has followed the guidance in this amendment within this note to the consolidated financial statements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Accounting Standards Not Yet Adopted</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December&#xA0;15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is currently evaluating the potential impact of this update on its consolidated financial statements, as well as the impact of its selected transition method as Quanta continues through the implementation process. In addition, Quanta continues to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact Quanta&#x2019;s considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While Quanta is still evaluating the requirements of this update, it currently does not expect the update to materially affect its results of operations, financial position or cash flows. This preliminary conclusion is based on Quanta&#x2019;s belief that it will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. Quanta has identified and is in the process of implementing changes to its processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December&#xA0;15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December&#xA0;15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital within equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for the employee portion of taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016. Quanta will continue to estimate forfeitures of share-based payments. It is anticipated that Quanta will experience increased volatility of income tax expense upon adoption of this update.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an &#x201C;expected loss&#x201D; model for instruments measured at amortized cost and to record allowances for&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">available-for-sale</font></font>&#xA0;(AFS) debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management&#x2019;s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard&#x2019;s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2019, although early adoption is permitted for annual reporting periods beginning after December&#xA0;15, 2018. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2020.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller&#x2019;s tax jurisdiction when the transfer occurs, even though the&#xA0;<font style="WHITE-SPACE: nowrap">pre-tax</font>&#xA0;effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer&#x2019;s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016, although early adoption is permitted. Since Quanta has already adopted a related update, it will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. Quanta will adopt this guidance on January&#xA0;1, 2017, and the adoption of the update is not anticipated to have a significant impact on its consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit&#x2019;s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December&#xA0;15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January&#xA0;1, 2017. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2020.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 1909000 -25133000 198383000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Adoption of New Accounting Pronouncements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity (VIE). The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">line-of-credit</font></font>&#xA0;arrangement, regardless of whether there are any outstanding borrowings on the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">line-of-credit</font></font>arrangement. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s&#xA0; consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. Quanta adopted this guidance effective January&#xA0;1, 2016, and the adoption of the update did not have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity&#x2019;s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity&#x2019;s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity&#x2019;s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management&#x2019;s evaluation of the significance of those conditions or events in relation to the entity&#x2019;s ability to meet its obligations and management&#x2019;s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt by Quanta about its ability to continue as a going concern, if such substantial doubt were to exist. Quanta adopted this guidance on December&#xA0;31, 2016, and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification that related to disclosing the impact that recently issued accounting standards will have on a registrant&#x2019;s financial statements when such standards are adopted in future periods. Quanta has followed the guidance in this amendment within this note to the consolidated financial statements.</p> </div> 23016000 -5310000 -342000 9905000 1000 761000 320813000 458908000 1700000 -144877000 -124825000 734000 1860000 2423000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following schedule shows the future minimum lease payments under these leases as of December&#xA0;31, 2016 (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="75%"></td> <td valign="bottom" width="15%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Operating&#xA0;Leases</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Year Ending December 31:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">99,677</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67,034</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2020</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,444</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2021</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">13,761</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,331</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total minimum lease payments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">266,463</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 7548000 200440000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The table below sets forth the unaudited consolidated operating results by quarter for the years ended December&#xA0;31, 2016 and 2015 (in thousands, except per share information).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="56%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>For the Three Months Ended</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>March&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>September&#xA0;30,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>2016:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,713,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,792,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,042,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,102,966</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">203,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">200,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">302,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,688</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,859</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,729</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">74,152</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,742</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">87,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,530</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.13</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.11</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.47</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>2015:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,861,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,872,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,939,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,899,272</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">237,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">227,505</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">235,215</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">223,039</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,565</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,956</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,882</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">53,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,109</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">216,388</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,074</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,689</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings (loss) per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.15</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.23</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.02</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> -1100000 -13540000 57568000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>1.</b></td> <td valign="top" align="left"><b>BUSINESS AND ORGANIZATION:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and select other international markets. Quanta reports its results under two reportable segments: (1)&#xA0;Electric Power Infrastructure Services and (2)&#xA0;Oil and Gas Infrastructure Services.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Electric Power Infrastructure Services Segment</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and Quanta&#x2019;s proprietary robotic arm technologies, and the installation of &#x201C;smart grid&#x201D; technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and cable and control systems for light rail lines and ancillary telecommunication infrastructure services.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Oil and Gas Infrastructure Services Segment</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment&#x2019;s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or&#xA0;<font style="WHITE-SPACE: nowrap">&#x201C;hook-ups&#x201D;),</font>&#xA0;electrical and instrumentation,&#xA0;<font style="WHITE-SPACE: nowrap">pre-commissioning</font>&#xA0;and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Acquisitions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment. As these transactions were effective during 2016, the results have been included in Quanta&#x2019;s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense the results of which are generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States the results of which are generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Disposition&#xA0;&#x2014;&#xA0;Fiber Optic Licensing Operations</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> On April&#xA0;29, 2015, Quanta entered into a stock purchase agreement with Crown Castle International Corp. (Crown Castle) pursuant to which Quanta agreed to sell its fiber optic licensing operations. The purchase agreement contained customary representations and warranties, covenants and indemnities. On August&#xA0;4, 2015, Quanta completed the sale for a purchase price of approximately $1&#xA0;billion in cash, resulting in&#xA0;<font style="WHITE-SPACE: nowrap">after-tax</font>&#xA0;net proceeds of approximately $848&#xA0;million. In the third quarter of 2015, Quanta recognized a net of tax gain of approximately $171&#xA0;million. Quanta has presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in the accompanying consolidated financial statements. These results were included in Quanta&#x2019;s Fiber Optic Licensing and Other segment prior to the second quarter of 2015.</p> </div> -979000 107246000 381176000 -121000 45186000 0 1.26 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Income Taxes</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> As of December&#xA0;31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2&#xA0;million, a decrease from December&#xA0;31, 2015 of $19.3&#xA0;million. This decrease in unrecognized tax benefits resulted primarily from a $23.4&#xA0;million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2&#xA0;million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3&#xA0;million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets and statements of operations and comprehensive income.</p> </div> 6479000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>5.</b></td> <td valign="top" align="left"><b>ACQUISITIONS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>2016 Acquisitions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of approximately $75.9&#xA0;million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at approximately $1.5&#xA0;million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5&#xA0;million, which will be paid if certain financial targets are achieved. Based on the estimated fair value of this contingent consideration, Quanta recorded an $18.7&#xA0;million liability. As these transactions were effective during 2016, the results have been included in Quanta&#x2019;s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is in the process of finalizing its assessments of the fair values of the acquired assets and assumed liabilities related to businesses acquired during 2016, and further adjustments to the purchase price allocations may occur. Quanta expects to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates with possible updates primarily related to certain tax estimates. The aggregate purchase consideration of these businesses was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of approximately $39.4&#xA0;million of net tangible assets, $45.2&#xA0;million of goodwill and $11.5&#xA0;million of other intangible assets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>2015 Acquisitions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia. The aggregate consideration for these acquisitions consisted of approximately $110.6&#xA0;million paid or payable in cash, subject to net working capital adjustments, 461,037 shares of Quanta common stock valued at approximately $10.1&#xA0;million as of the settlement dates of the applicable acquisitions, and $1.0&#xA0;million in contingent consideration. As these transactions were effective during 2015, the results have been included in Quanta&#x2019;s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States, Canada and Australia.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>2014 Acquisitions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense that is generally included in Quanta&#x2019;s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States that is generally included in Quanta&#x2019;s Electric Power Infrastructure Services segment. The aggregate consideration paid for these acquisitions consisted of approximately $279.5&#xA0;million in cash, 686,382 shares of Quanta common stock and 3,825,971 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">one-for-one</font></font>&#xA0;basis for Quanta common stock. In addition, Quanta issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares. The aggregate value of the securities issued related to 2014 acquisitions on the respective closing or settlement dates of the acquisitions, totaled approximately $134.5&#xA0;million. As these transactions were effective during 2014, the results of each acquired company have been included in Quanta&#x2019;s consolidated financial statements beginning on the respective dates of acquisition. For additional information on the exchangeable shares and preferred stock, see&#xA0;<i>Exchangeable Shares and Series F and Series G Preferred Stock&#xA0;</i>in Note 11.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>2016, 2015 and 2014 Acquisitions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following table summarizes the aggregate consideration paid or payable as of December&#xA0;31, 2016 for the 2016 and 2015 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price allocation adjustments. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="78%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consideration:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Value of Quanta common stock issued</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cash paid or payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,578</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Contingent consideration</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,001</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Fair value of total consideration transferred or estimated to be transferred</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,132</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">24,233</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,188</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,863</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,140</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Identifiable intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,987</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,477</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred tax liabilities, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,367</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,056</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other long-term liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,326</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,606</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-controlling</font>&#xA0;interests</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">747</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total identifiable net assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,946</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,836</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,132</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The fair value of current assets acquired in 2016 included accounts receivable with a fair value of $14.4&#xA0;million. The fair value of current assets acquired in 2015 included accounts receivable with a fair value of $20.6&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2016, 2015 and 2014 acquisitions strategically expanded Quanta&#x2019;s Canadian, Australian and domestic electric power and oil and gas service offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2016 acquisitions, goodwill of $24.2&#xA0;million was recorded for the businesses acquired that were included within Quanta&#x2019;s Electric Power Infrastructure Services Division and $21.0&#xA0;million was recorded for the business acquired that was included within Quanta&#x2019;s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2015 acquisitions, goodwill of $31.5&#xA0;million was recorded for the acquired businesses that were included within Quanta&#x2019;s Electric Power Infrastructure Services Division and $20.4&#xA0;million was recorded for acquired businesses that were included within Quanta&#x2019;s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2014 acquisitions, goodwill of $72.3&#xA0;million was recorded for acquired businesses that were included within Quanta&#x2019;s Electric Power Infrastructure Services Division and $94.1&#xA0;million was recorded for the acquired business that was included within Quanta&#x2019;s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. Goodwill of approximately $2.0&#xA0;million related to the 2016 acquisitions is expected to be deductible for income tax purposes, and goodwill of approximately $34.0&#xA0;million related to the 2015 acquisitions is expected to be deductible for income tax purposes.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following table summarizes the estimated fair values of identifiable intangible assets for the 2016 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="11%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Estimated<br /> Fair&#xA0;Value&#xA0;at<br /> Acquisition&#xA0;Date</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Weighted&#xA0;Average<br /> Amortization&#xA0;Period<br /> at Acquisition Date</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Customer relationships</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,645</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.8</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Backlog</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,085</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Trade names</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15.0</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-compete</font>&#xA0;agreements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">482</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5.0</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total intangible assets subject to amortization acquired in 2016 acquisitions</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">11,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="67%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,677,293</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,770,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,476,584</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,017,506</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">956,925</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,248,827</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Selling, general and administrative expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">656,109</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">612,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">745,321</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Amortization of intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">32,204</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">39,947</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">47,777</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">200,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">136,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">303,772</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,960</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">125,691</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">285,404</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.26</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.64</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1.28</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The pro forma combined results of operations for the years ended December&#xA0;31, 2016 and 2015 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2016 acquisitions as if they occurred January&#xA0;1, 2015. The pro forma combined results of operations for the year ended December&#xA0;31, 2015 have also been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January&#xA0;1, 2014. The pro forma combined results of operations for the year ended December&#xA0;31, 2014 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January&#xA0;1, 2014 and the historical results of the 2014 acquisitions as if it occurred January&#xA0;1, 2013. These pro forma combined historical results were also adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses, a reduction of interest income as a result of the cash consideration paid net of cash received, an increase in amortization expense due to the incremental intangible assets recorded related to the 2016, 2015 and 2014 acquisitions, an increase or decrease in depreciation expense within cost of services related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and conforming depreciable lives with Quanta&#x2019;s accounting policies, an increase in the number of outstanding shares of Quanta common stock and exchangeable shares and certain reclassifications to conform the acquired companies&#x2019; presentation to Quanta&#x2019;s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that resulted or may result from the 2016, 2015 and 2014 acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 10pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Revenues of approximately $68.5&#xA0;million and a loss before taxes of approximately $5.6&#xA0;million, which included $0.3&#xA0;million of acquisition costs, were included in Quanta&#x2019;s consolidated results of operations for the year ended December&#xA0;31, 2016 related to the five acquisitions in 2016 following their respective dates of acquisition. Revenues of approximately $104.6 million and income before income taxes of approximately $0.3&#xA0;million, which included $3.6&#xA0;million of acquisition costs, were included in Quanta&#x2019;s consolidated results of operations for the year ended December&#xA0;31, 2015 related to the 11 acquisitions in 2015 following their respective dates of acquisition. Additionally, revenues of approximately $314.1&#xA0;million and income before income taxes of approximately $3.4&#xA0;million, which included $11.6&#xA0;million of acquisition costs, were included in Quanta&#x2019;s consolidated results of operations for the year ended December&#xA0;31, 2014 related to the nine acquisitions in 2014 following their respective dates of acquisition.</p> </div> 2 0 761000 212555000 P10Y4M24D 8000000 1119000 21975000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>11.</b></td> <td valign="top" align="left"><b>EQUITY:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Exchangeable Shares and Series F and Series G Preferred Stock</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In connection with certain Canadian acquisitions, the former owners of the acquired companies received exchangeable shares of certain Canadian subsidiaries of Quanta, which may be exchanged at the option of the holders for Quanta common stock on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">one-for-one</font></font>&#xA0;basis. The holders of exchangeable shares can make an exchange only once in any calendar quarter and must exchange a minimum of either 50,000 shares or, if less, the total number of remaining exchangeable shares registered in the name of the holder making the request. Additionally, in connection with two of such acquisitions, Quanta issued one share of Quanta Series&#xA0;F preferred stock and one share of Quanta Series G preferred stock (the Preferred Stock) to voting trusts on behalf of the respective holders of the exchangeable shares issued in such acquisitions. Each share of the Preferred Stock provides the holders of such exchangeable shares voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding at that time.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The holders of exchangeable shares associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to voting, dividends and other economic rights. The holders of exchangeable shares not associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to dividends and other economic rights but do not have voting rights.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016, 2015 and 2014, 0.4&#xA0;million, 0.4&#xA0;million and no exchangeable shares were exchanged for Quanta common stock. As of December&#xA0;31, 2016, both shares of the Preferred Stock remained outstanding and 6.5&#xA0;million exchangeable shares remained outstanding, of which 3.9&#xA0;million were associated with the Preferred Stock.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Treasury Stock</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Retirement of Treasury Stock</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Effective December&#xA0;1, 2016, Quanta retired 84.8&#xA0;million shares of treasury stock. These retired shares were restored to the status of authorized and unissued shares as permitted by Delaware law. The retired stock had a carrying value of approximately $1.95&#xA0;billion. In accordance with Quanta&#x2019;s policy, Quanta recorded the formal retirement of treasury stock by deducting the par value from common stock and the excess of cost over par value from additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Shares withheld for tax withholding obligations</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the stock incentive plans described in Note&#xA0;12, the tax withholding obligations of employees upon vesting of restricted stock and RSUs settled in common stock are typically satisfied by Quanta making such tax payments and withholding the number of vested shares having a value on the date of vesting equal to the tax withholding obligation. For the settlement of these employee tax liabilities, Quanta withheld 0.4 million&#xA0;shares of Quanta common stock during the year ended December&#xA0;31, 2016, with a total market value of $8.3&#xA0;million, 0.4 million&#xA0;shares of Quanta common stock during the year ended December&#xA0;31, 2015 with a total market value of $10.4&#xA0;million, and 0.4 million&#xA0;shares of Quanta common stock during the year ended December&#xA0;31, 2014 with a total market value of $12.3&#xA0;million. These shares and the related costs to acquire them were accounted for as adjustments to the balance of treasury stock.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Notional amounts recorded related to deferred compensation plans</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, Quanta records an amount to treasury stock with an offsetting amount to additional paid in capital for RSUs that vest and are deferred under Quanta&#x2019;s deferred compensation plans, which are further described in Note 13, but no shares were recorded as treasury stock shares since the Quanta common stock had not yet been issued. Distributions of Quanta common stock from the deferred compensation plans are recorded as a reversal of the original entry between treasury stock and additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital. The net amounts recorded to treasury stock related to the deferred compensation plans during the years ended December&#xA0;31, 2016, 2015 and 2014 were $6.8&#xA0;million, $6.6&#xA0;million and $0.9&#xA0;million, respectively, for an aggregate $14.3&#xA0;million included in treasury stock at December&#xA0;31, 2016.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Stock repurchases</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the third quarter of 2015, Quanta&#x2019;s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through February&#xA0;28, 2017, up to $1.25&#xA0;billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at management&#x2019;s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta&#x2019;s board of directors at any time at its sole discretion and without notice. During 2015, Quanta repurchased 19.2&#xA0;million shares of its common stock at a cost of $449.9&#xA0;million in the open market under the 2015 Repurchase Program.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Also during the third quarter of 2015, Quanta entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0&#xA0;million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0&#xA0;million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7&#xA0;million shares of its common stock. The fair market value of these 25.7&#xA0;million shares at the time of delivery was approximately $600.0&#xA0;million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September&#xA0;30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta&#x2019;s earnings per share. The $150.0&#xA0;million remaining under the ASR was recorded as an adjustment to additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital (APIC) during the quarter ended September&#xA0;30, 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April&#xA0;12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, Quanta received 9.4&#xA0;million additional shares of its common stock from JPMorgan. As of December&#xA0;31, 2016, Quanta had repurchased 54.3&#xA0;million shares of its common stock at a cost of $1.20&#xA0;billion, and approximately $50.1&#xA0;million remained available under the 2015 Repurchase Program.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2013, Quanta&#x2019;s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through December&#xA0;31, 2016, up to $500.0&#xA0;million of its outstanding common stock. During the year ended December&#xA0;31, 2015, Quanta repurchased 14.3&#xA0;million shares of its common stock at a cost of $406.5&#xA0;million in the open market and completed this program.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <i>Other</i></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under Delaware corporate law, treasury stock is not counted for quorum purposes or entitled to vote.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i><font style="WHITE-SPACE: nowrap">Non-controlling</font>&#xA0;Interests</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta holds investments in several joint ventures that provide infrastructure services under specific customer contracts. Quanta has determined that certain of these joint ventures are VIEs, with Quanta providing the majority of the infrastructure services to the joint venture, which management believes most significantly influences the economic performance of the joint venture. Management has concluded that Quanta is the primary beneficiary of each of the joint ventures determined to be VIEs and has accounted for each on a consolidated basis. The other parties&#x2019; equity interests in these joint ventures have been accounted for as&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>&#xA0;interests in the consolidated financial statements. Income attributable to the other joint venture members in the amounts of $1.7&#xA0;million, $10.9&#xA0;million and $18.4&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively, has been accounted for as a reduction of net income in deriving net income attributable to common stock. Equity in the consolidated assets and liabilities of these joint ventures that is attributable to the other joint venture members has been accounted for as&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>&#xA0;interests within total equity in the accompanying balance sheets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The carrying value of the investments held by Quanta in all of its VIEs was approximately $3.3&#xA0;million and $2.3&#xA0;million at December&#xA0;31, 2016 and 2015. The carrying value of investments held by the&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>&#xA0;interests in these variable interest entities at December&#xA0;31, 2016 and 2015 was $3.3&#xA0;million and $2.3&#xA0;million. During the years ended December&#xA0;31, 2016, 2015 and 2014, distributions to&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>&#xA0;interests were $0.8&#xA0;million, $21.2&#xA0;million and $14.4&#xA0;million. There were also contributions received from a joint venture partner of $2.3&#xA0;million during the year ended December&#xA0;31, 2015. There were no other changes in equity as a result of transfers to/from the&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>interests during the years ended December&#xA0;31, 2016, 2015 and 2014. See Note 15 for further disclosures related to Quanta&#x2019;s joint venture arrangements.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 23400000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 0pt"> <b><i>Use of Estimates and Assumptions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> The preparation of financial statements in conformity with US&#xA0;GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta&#x2019;s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta&#x2019;s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.</p> </div> 1.26 223114000 15000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta presents its operations under two reportable segments: (1)&#xA0;Electric Power Infrastructure Services and (2)&#xA0;Oil and Gas Infrastructure Services. This structure is generally based on the broad&#xA0;<font style="WHITE-SPACE: nowrap">end-user</font>&#xA0;markets for Quanta&#x2019;s services. See Note 1 for additional information regarding Quanta&#x2019;s reportable segments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta&#x2019;s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta&#x2019;s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units&#x2019; predominant type of work.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta&#x2019;s market strategies. These classifications of Quanta&#x2019;s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta&#x2019;s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In addition, Quanta&#x2019;s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.</p> </div> 34505000 157288000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Self-Insurance</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Quanta is insured for employer&#x2019;s liability, workers&#x2019; compensation, auto liability and general liability claims. Under these programs, the deductible for employer&#x2019;s liability is $1.0&#xA0;million per occurrence, the deductible for workers&#x2019; compensation is $5.0&#xA0;million per occurrence, and the deductibles for auto liability and general liability are $10.0&#xA0;million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4&#xA0;million per claimant per year.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Losses under all of these insurance programs are accrued based upon Quanta&#x2019;s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta&#x2019;s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.</p> </div> 653338000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Property and Equipment</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Property and equipment are stated at cost, and depreciation is computed using the straight-line method, net of estimated salvage values, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Depreciation expense related to property and equipment was approximately $170.2&#xA0;million, $162.8&#xA0;million and $141.1&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Accrued capital expenditures were $12.7&#xA0;million and $5.8&#xA0;million as of December&#xA0;31, 2016 and 2015. The impact of these items has been excluded from Quanta&#x2019;s capital expenditures on its consolidated statements of cash flows due to their <font style="WHITE-SPACE: nowrap">non-cash</font> nature.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful lives of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 0pt; TEXT-INDENT: 4%"> Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Quanta also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0&#xA0;million in 2016 and $6.6&#xA0;million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> When an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group&#x2019;s carrying amount to determine if an impairment of such asset group is necessary. The effect of any impairment involves expensing the difference between the fair value of such asset group and its carrying value in the period incurred.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> A reconciliation of unrecognized tax benefit balances is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <br class="Apple-interchange-newline" /> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">48,306</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Additions based on tax positions related to the current year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,133</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Additions for tax positions of prior years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,048</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">292</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions for tax positions of prior years</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,948</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions for audit settlements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(180</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,345</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reductions resulting from a lapse of the applicable statute of limitations periods</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,448</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(282</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,209</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at end of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> </tr> </table> </div> 2048000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The amounts used to compute the basic and diluted earnings per share for the years ended December&#xA0;31, 2016, 2015 and 2014 are illustrated below (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Amounts attributable to common stock:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,725</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">120,286</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">269,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from discontinued operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(342</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,383</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">310,907</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">296,714</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Weighted average shares:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted average shares outstanding for basic earnings per share</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">157,287</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">195,113</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">219,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Effect of dilutive stock options</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted average shares outstanding for diluted earnings per share</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">157,288</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">195,120</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">219,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-TOP: 0pt; TEXT-INDENT: 4%"> A summary of the activity for restricted stock and RSUs to be settled in common stock for the year ended December&#xA0;31, 2016 is as follows (shares in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <br class="Apple-interchange-newline" /> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Shares</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Weighted</b><br /> <b>Average</b><br /> <b>Grant&#xA0;Date</b><br /> <b>Fair&#xA0;Value</b><br /> <b>(Per share)</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unvested at January&#xA0;1, 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,377</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">30.36</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Granted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,846</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22.22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Vested</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,369</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">29.58</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Forfeited</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(143</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25.93</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unvested at December&#xA0;31, 2016</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,711</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25.45</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s current maturities of long-term debt and short-term debt consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="80%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Short-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,735</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,829</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current maturities of long-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,238</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current maturities of long-term debt and short-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,563</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,067</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="32%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>As of</b><br /> <b>December&#xA0;31, 2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>As of</b><br /> <b>December&#xA0;31, 2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>As of<br /> December&#xA0;31,&#xA0;2016</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Accumulated</b><br /> <b>Amortization</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets, Net</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Accumulated</b><br /> <b>Amortization</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Intangible</b><br /> <b>Assets, Net</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Remaining<br /> Weighted Average<br /> Amortization<br /> Period in Years</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Customer relationships</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,329</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(110,640</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">133,689</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">236,731</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(90,840</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">145,891</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Backlog</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">133,592</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(132,441</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,151</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">130,818</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(126,954</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,864</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.3</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Trade names</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">54,723</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,855</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,868</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(9,525</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">41,667</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">17.7</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-compete</font>&#xA0;agreements</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">29,212</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(25,546</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,666</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(23,507</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,053</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3.1</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Patented rights and developed technology</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,480</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,831</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,649</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,447</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,848</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,599</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4.2</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total intangible assets subject to amortization</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">484,336</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(297,313</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">187,023</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">469,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(264,674</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">205,074</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10.4</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> </div> <div> <p>Information has been presented separately for individually significant plans and in the aggregate for all other plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="26%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; WIDTH: 18.25pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Fund</b></p> </td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Employee<br /> Identification<br /> Number/ Pension<br /> Plan Number</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>PPA Zone<br /> Status</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Subject<br /> to<br /> Financial<br /> Improve-<br /> ment/<br /> Reha-<br /> bilitation<br /> Plan</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"> <b>Contributions&#xA0;(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Surcharge<br /> Imposed</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Expiration Date<br /> of Collective<br /> Bargaining<br /> Agreement</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> National Electrical Benefit Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">53-0181657-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">21,200</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies&#xA0;through<br /> March 2020</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pipeline Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">73-6146433-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,954</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,087</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,280</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Central Pension Fund of the IUOE&#xA0;&amp; Participating Employers</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-6052390-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,677</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,847</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers Pension Trust Fund for Northern California</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">94-6277608-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,805</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,603</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2019</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Eighth District Electrical Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">84-6100393-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,089</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> November&#xA0;2018</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Electrical Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">92-6005171-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,701</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">639</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> March 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> IBEW Local 456 Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">22-6238995-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,298</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">886</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">810</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> December 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Plumbers and Pipefitters National Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">52-6152779-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,666</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> OE Pension Trust Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">94-6090764-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">991</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2020</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers National Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">75-1280827-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,671</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Operating Engineers Local 324 Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">38-1900637-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,291</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,086</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> April 2018</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Laborers&#xA0;&#x2014;Employers Retirement Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">91-6028298-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">181</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">January 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local 697 IBEW and Electrical Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">51-6133048-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,207</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">200</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">May 2018</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; WIDTH: 18.25pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Fund</b></p> </td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Employee<br /> Identification<br /> Number/ Pension<br /> Plan Number</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>PPA Zone<br /> Status</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Subject<br /> to<br /> Financial<br /> Improve-<br /> ment/<br /> Reha-<br /> bilitation<br /> Plan</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"> <b>Contributions&#xA0;(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Surcharge<br /> Imposed</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Expiration Date<br /> of Collective<br /> Bargaining<br /> Agreement</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers District Council of W PA Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">25-6135576-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">876</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">June 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Midwest Operating Engineers Pension Trust Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-6140097-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">793</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,294</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">497</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;<br /></td> <td valign="bottom" nowrap="nowrap" align="center">Varies through<br /> June 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;<br /> &#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Teamster Employer Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">92-6003463-024</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">659</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">513</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">516</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">January 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Joint Pension Local Union 164 IBEW</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">22-6031199-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">513</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">May 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-3020872-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,307</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> All other plans</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,475</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,235</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">77,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">71,204</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Quanta&#x2019;s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December&#xA0;31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December&#xA0;31, 2016.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="79%"></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="bottom" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman; WIDTH: 46.9pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Pension Fund</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Plan&#xA0;Years&#xA0;in&#xA0;which<br /> Quanta<br /> Contributions Were<br /> Five&#xA0;Percent&#xA0;or&#xA0;More</b><br /> <b>of Total Plan<br /> Contributions</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pipeline Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015&#xA0;and&#xA0;2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Eighth District Electrical Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers National Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local 697 IBEW and Electrical Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local Union No.&#xA0;9 IBEW and Outside Contractors Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Plumbing and Pipefitting Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Teamsters National Pipe Line Pension Plan</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; PAGE-BREAK-INSIDE: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Joint Pension Local Union 164 IBEW</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2014</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> A summary of changes in Quanta&#x2019;s goodwill is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="51%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Electric&#xA0;Power<br /> Infrastructure<br /> Services&#xA0;Division</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Oil and Gas<br /> Infrastructure<br /> Services&#xA0;Division</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>Total</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill balance at December&#xA0;31, 2014</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,223,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">373,471</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,596,695</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill acquired during 2015</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">31,224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,636</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,860</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Purchase price allocation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">750</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,867</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,117</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill impaired during 2015</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,826</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,826</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign currency translation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(28,953</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19,001</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(47,954</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at December&#xA0;31, 2015:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,226,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">366,306</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,592,551</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accumulated impairment</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,893</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,893</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill, net</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,226,245</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">326,413</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,552,658</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill acquired during 2016</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,168</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,018</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Purchase price allocation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">229</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(214</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign currency translation adjustments</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,337</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,973</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,310</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at December&#xA0;31, 2016:</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,253,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">388,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,642,902</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accumulated impairment</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(39,733</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill, net</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,253,979</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">349,190</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,603,169</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The components of the provision for income taxes for continuing operations were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="71%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">106,316</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,830</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">67,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,549</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,783</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,693</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,076</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,262</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,978</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total current tax provision</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">122,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,875</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,101</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Federal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(264</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,247</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,507</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(923</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">917</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,232</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,508</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,073</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,167</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred tax provision (benefit)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(15,695</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(19,403</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total provision for income taxes from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,246</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">97,472</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 180000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and tax purposes. The tax effects of these temporary differences, representing deferred tax assets and liabilities, result principally from the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="80%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income tax liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(214,902</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(189,793</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(83,097</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(69,059</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other intangibles</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(33,566</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(36,565</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other book/tax accounting method differences</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(41,241</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(61,095</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(372,806</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(356,512</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income tax assets:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accruals and reserves</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,681</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">25,070</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued insurance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">79,630</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,591</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Stock and incentive compensation and pension withdrawal liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">52,009</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net operating loss carryforwards</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">37,362</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,255</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,546</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10,894</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Subtotal</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">204,963</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Valuation allowance</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,991</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,141</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total deferred income tax assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">189,972</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">174,678</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total net deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(182,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(181,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The components of income (loss) from continuing operations before income taxes were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income (loss) from continuing operations before income taxes:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Domestic</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">349,959</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">244,955</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">263,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(42,273</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(16,280</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">163,242</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">307,686</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">228,675</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">426,599</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 4227000 -19300000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Information on borrowings under Quanta&#x2019;s credit facility and the applicable interest rates during the years ended December&#xA0;31, 2016, 2015 and 2014 is as follows (dollars in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="66%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Maximum amount outstanding during the period</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">518,607</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">606,753</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">130,856</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Average daily amount outstanding under the credit facility</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">458,908</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">258,815</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">29,814</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighted-average interest rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.1</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1.8</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2.7</td> <td valign="bottom" nowrap="nowrap">%&#xA0;</td> </tr> </table> </div> 157287000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td valign="top" width="4%" align="left"><b>2.</b></td> <td valign="top" align="left"><b>SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Principles of Consolidation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The consolidated financial statements also include the accounts of certain of Quanta&#x2019;s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Use of Estimates and Assumptions</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The preparation of financial statements in conformity with US&#xA0;GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta&#x2019;s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta&#x2019;s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Cash and Cash Equivalents</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta had cash and cash equivalents of $112.2&#xA0;million and $128.8&#xA0;million as of December&#xA0;31, 2016 and 2015. Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At December&#xA0;31, 2016 and 2015, cash equivalents were $8.8&#xA0;million and $1.4&#xA0;million and consisted primarily of money market investments and money market mutual funds and are discussed further in&#xA0;<i>Fair Value Measurements</i>&#xA0;below. As of December&#xA0;31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5&#xA0;million and $16.1&#xA0;million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7&#xA0;million and $112.7&#xA0;million. As of December&#xA0;31, 2016 and 2015, cash and cash equivalents held by Quanta&#x2019;s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5&#xA0;million and $24.9&#xA0;million, of which $10.0&#xA0;million and $11.9&#xA0;million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and Quanta does not have access to that cash for its other operations. Under the terms of the partnership agreements, Quanta generally has no right to the joint ventures&#x2019; cash other than participating in distributions and in the event of dissolution.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer&#x2019;s access to capital, the customer&#x2019;s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30&#xA0;days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90&#xA0;days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in Quanta&#x2019;s customers&#x2019; business or cash flows, which may be impacted by negative economic and market conditions, could affect Quanta&#x2019;s ability to collect amounts due from them. As of December&#xA0;31, 2016 and 2015, Quanta had allowances for doubtful accounts on current receivables of approximately $2.8&#xA0;million and $5.2&#xA0;million. Long-term accounts receivable are included within other assets.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta&#x2019;s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December&#xA0;31, 2016 and 2015 were approximately $231.0&#xA0;million and $250.1&#xA0;million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December&#xA0;31, 2016 and 2015 were $5.2&#xA0;million and $4.5&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December&#xA0;31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8&#xA0;million and $233.6&#xA0;million.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Inventories</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Inventories consist primarily of parts and supplies held for use in the ordinary course of business, which are valued by Quanta at the lower of cost or market as determined by using either the&#xA0;<font style="WHITE-SPACE: nowrap">first-in,</font>&#xA0;<font style="WHITE-SPACE: nowrap">first-out</font>&#xA0;(FIFO) method or the average costing method. Inventories also include certain job specific materials not yet installed which are valued using the specific identification method.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Property and Equipment</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Property and equipment are stated at cost, and depreciation is computed using the straight-line method, net of estimated salvage values, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Depreciation expense related to property and equipment was approximately $170.2&#xA0;million, $162.8&#xA0;million and $141.1&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Accrued capital expenditures were $12.7&#xA0;million and $5.8&#xA0;million as of December&#xA0;31, 2016 and 2015. The impact of these items has been excluded from Quanta&#x2019;s capital expenditures on its consolidated statements of cash flows due to their&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;nature.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful lives of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Quanta also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0&#xA0;million in 2016 and $6.6&#xA0;million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> When an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group&#x2019;s carrying amount to determine if an impairment of such asset group is necessary. The effect of any impairment involves expensing the difference between the fair value of such asset group and its carrying value in the period incurred.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Other Assets, Net</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Other assets, net consists primarily of long-term receivables, debt issuance costs, equity and other investments, refundable security deposits for leased properties and insurance claims in excess of deductibles that are due from Quanta&#x2019;s insurers.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Debt Issuance Costs</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Capitalized debt issuance costs related to Quanta&#x2019;s credit facility and any other debt outstanding at a given balance sheet date are included in other assets, net and are amortized into interest expense on a straight-line basis over the terms of the respective agreements giving rise to the debt issuance costs, which Quanta believes approximates the effective interest rate method. During 2015, Quanta incurred $3.8&#xA0;million of debt issuance costs related to the amendment and restatement of its credit agreement and recorded a nominal charge to interest expense for the&#xA0;<font style="WHITE-SPACE: nowrap">write-off</font>&#xA0;of a portion of the debt issuance costs related to the prior facility. As of December&#xA0;31, 2016 and 2015, capitalized debt issuance costs were $11.4&#xA0;million, with accumulated amortization of $6.0&#xA0;million and $4.8&#xA0;million. For the years ended December&#xA0;31, 2016, 2015 and 2014, amortization expense related to capitalized debt issuance costs was $1.4&#xA0;million, $1.3&#xA0;million and $1.1&#xA0;million, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Goodwill and Other Intangibles</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta&#x2019;s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta&#x2019;s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s goodwill impairment assessment is performed at&#xA0;<font style="WHITE-SPACE: nowrap">year-end,</font>&#xA0;or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta&#x2019;s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair value-based test involves comparing the fair value of each of Quanta&#x2019;s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit&#x2019;s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management&#x2019;s opinion, this method currently results in the most accurate calculation of a reporting unit&#x2019;s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a&#xA0;<font style="WHITE-SPACE: nowrap">one-year</font>&#xA0;model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit&#x2019;s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit&#x2019;s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of Quanta&#x2019;s reporting units at December&#xA0;31, 2016, 2015 and 2014:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="52%"></td> <td valign="bottom" width="8%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2014</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Years of cash flows before terminal value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discount rates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">12.5%&#xA0;to&#xA0;14.5%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;16.0%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;14.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> EBITDA multiples</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.5 to 7.0</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighting of three approaches:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discounted cash flows</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market multiple</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market capitalization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit&#x2019;s carrying value. Such similarities in value are generally an indication that management&#x2019;s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2016, a&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;fair-value based goodwill impairment analysis was performed for each of Quanta&#x2019;s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta&#x2019;s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta&#x2019;s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta&#x2019;s reporting units, two reporting units within Quanta&#x2019;s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta&#x2019;s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta&#x2019;s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0&#xA0;million and $11.9&#xA0;million at December&#xA0;31, 2016. Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during 2016. Although Quanta is not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. Quanta assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a &#x201C;held and used&#x201D; model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s intangible assets include customer relationships, backlog, trade names,&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreements, patented rights and developed technology, all subject to amortization. The value of customer relationships is estimated as of the date a business is acquired based on the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">value-in-use</font></font>&#xA0;concept utilizing the income approach, specifically the excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to Quanta&#x2019;s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta amortizes intangible assets based upon the estimated consumption of the economic benefits of each intangible asset, or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in Quanta&#x2019;s Oil and Gas Infrastructure Services Division. Accordingly, Quanta recorded a $39.8&#xA0;million&#xA0;<font style="WHITE-SPACE: nowrap">non-cash</font>&#xA0;charge for the impairment of goodwill and an impairment charge of $12.1&#xA0;million related to customer relationships, trade names and&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreement intangible assets. These asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Investments in Affiliates and Other Entities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta&#x2019;s participation in different financing structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta determines whether such investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i)&#xA0;the power to direct the activities of a VIE that most significantly affect the VIE&#x2019;s economic performance and (ii)&#xA0;the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party&#x2019;s equity interest in the VIE is accounted for as a&#xA0;<font style="WHITE-SPACE: nowrap">non-controlling</font>&#xA0;interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta&#x2019;s ownership interest in the unincorporated entity.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta&#x2019;s share of net income or losses from unconsolidated equity investments is included in equity in earnings (losses) of unconsolidated affiliates in the consolidated statements of operations when applicable. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in other expense. Equity method investments are carried at original cost and are included in other assets, net in the consolidated balance sheet and are adjusted for Quanta&#x2019;s proportionate share of the investees&#x2019; income, losses and distributions.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Revenue Recognition</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Through its Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, Quanta designs, installs and maintains networks for customers in the electric power and oil and gas industries. These services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and&#xA0;<font style="WHITE-SPACE: nowrap">non-fixed</font>&#xA0;price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, Quanta recognizes revenue as units are completed based on pricing established between Quanta and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Revenues from fixed price contracts are recognized using the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">percentage-of-completion</font></font>&#xA0;method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta&#x2019;s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta&#x2019;s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management&#x2019;s assessment of total contract value and the total estimated costs to complete those contracts and therefore, Quanta&#x2019;s profit recognition.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta&#x2019;s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta&#x2019;s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management&#x2019;s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016 and 2015, Quanta experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed Quanta&#x2019;s planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, Quanta experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December&#xA0;31, 2016 and 2015, Quanta recognized project losses of $54.8&#xA0;million and $44.9&#xA0;million. Quanta is in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in Quanta&#x2019;s estimate of total project losses at December&#xA0;31, 2016. This project had a contract value of $202&#xA0;million at December&#xA0;31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Overall, Quanta&#x2019;s operating results for the year ended December&#xA0;31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December&#xA0;31, 2015.&#xA0;Included in the operating results for the year ended December&#xA0;31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December&#xA0;31, 2015. Quanta&#x2019;s operating results for the year ended December&#xA0;31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December&#xA0;31, 2014 and 2013; however, the aggregate impact was less than 5%.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The current asset &#x201C;Costs and estimated earnings in excess of billings on uncompleted contracts&#x201D; represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability &#x201C;Billings in excess of costs and estimated earnings on uncompleted contracts&#x201D; represents billings in excess of revenues recognized for fixed price contracts.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016 and 2015, Quanta had recognized revenues of approximately $137.8&#xA0;million and $137.2&#xA0;million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> These aggregate contract price adjustments represent management&#x2019;s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Income Taxes</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2&#xA0;million, a decrease from December&#xA0;31, 2015 of $19.3&#xA0;million. This decrease in unrecognized tax benefits resulted primarily from a $23.4&#xA0;million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2&#xA0;million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3&#xA0;million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets and statements of operations and comprehensive income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Earnings Per Share</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Self-Insurance</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is insured for employer&#x2019;s liability, workers&#x2019; compensation, auto liability and general liability claims. Under these programs, the deductible for employer&#x2019;s liability is $1.0&#xA0;million per occurrence, the deductible for workers&#x2019; compensation is $5.0&#xA0;million per occurrence, and the deductibles for auto liability and general liability are $10.0&#xA0;million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4&#xA0;million per claimant per year.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Losses under all of these insurance programs are accrued based upon Quanta&#x2019;s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta&#x2019;s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Collective Bargaining Agreements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Some of Quanta&#x2019;s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta&#x2019;s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">&#x201C;pay-as-you-go&#x201D;</font></font></font>&#xA0;basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Stock-Based Compensation</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of restricted stock awards, RSUs and performance units to be settled in common stock is determined based on the number of shares, RSUs or performance units granted and the closing price of Quanta&#x2019;s common stock on the date of grant. An estimate of future forfeitures is required in determining the period expense. Quanta uses historical data to estimate the forfeiture rate; however, these estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense from time-based RSU and performance unit awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while compensation expense from performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The cash flows resulting from the tax deductions in excess of the compensation expense recognized for restricted stock, RSUs and performance units to be settled in common stock and stock options (excess tax benefit) are classified as financing cash flows.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Compensation expense associated with liability based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta&#x2019;s restricted stock, RSUs, and performance unit awards, see Note 12.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Functional Currency and Translation of Financial Statements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The U.S. dollar is the functional currency for the majority of Quanta&#x2019;s operations, which are primarily located within the United States. The functional currency for Quanta&#x2019;s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Generally, the currency in which the operating unit transacts the majority of its activities, including billings, financing, payroll and other expenditures, would be considered the functional currency. The treatment of foreign currency translation gains or losses is dependent upon management&#x2019;s determination of the functional currency of each operating unit. In preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at&#xA0;<font style="WHITE-SPACE: nowrap">month-end</font>&#xA0;exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under the caption &#x201C;Accumulated other comprehensive income (loss).&#x201D; Gains and losses arising from transactions which are not denominated in the operating units&#x2019; functional currencies are included within other income (expense) in the statements of operations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Derivatives</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> From time to time, Quanta enters into forward currency contracts that qualify as derivatives in order to hedge the risks associated with fluctuations in foreign currency exchange rates related to certain forecasted foreign currency denominated transactions. Quanta does not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for cash flow hedge accounting. For a hedge to qualify for cash flow hedge accounting treatment, a hedge must be documented at the inception of the contract, with the objective and strategy stated, along with an explicit description of the methodology used to assess hedge effectiveness. The dates (or periods) for the expected forecasted events and the nature of the exposure involved (including quantitative measures of the size of the exposure) must also be documented. At the inception of the hedge and on an ongoing basis, the hedge must be deemed to be &#x201C;highly effective&#x201D; at minimizing the risk of the identified exposure. Effectiveness measures relate the gains or losses of the derivative to changes in the cash flows associated with the hedged item, and the forecasted transaction must be probable of occurring.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> For forward contracts that qualify as cash flow hedges, Quanta accounts for the change in fair value of the forward contracts directly in equity as part of accumulated other comprehensive income (loss). Any ineffective portion of cash flow hedges is recognized in earnings in the period in which ineffectiveness occurs. For instance, if a forward contract is discontinued as a cash flow hedge because it is probable that the original forecasted transaction will not occur by the end of the originally specified time period, the related amounts in accumulated other comprehensive income (loss) would be reclassified to other income (expense) in the consolidated statement of operations in the period such determination is made. When a forecasted transaction occurs, the portion of the accumulated gain or loss applicable to the forecasted transaction is reclassified from equity to earnings. Changes in fair value related to transactions that do not meet the criteria for cash flow hedge accounting are recorded in the consolidated statements of operations and are included in other income (expense).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Comprehensive Income</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta&#x2019;s capital related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Litigation Costs and Reserves</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note&#xA0;15.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Fair Value Measurements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The carrying values of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). All of Quanta&#x2019;s cash equivalents were categorized as Level&#xA0;1 assets at December&#xA0;31, 2016 and 2015, as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In connection with Quanta&#x2019;s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">not-to-compete,</font></font>&#xA0;patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December&#xA0;31, 2016, the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level&#xA0;3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 425000 PWR 23448000 6959000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following represents a reconciliation of the major classes of line items constituting income from discontinued operations primarily related to Quanta&#x2019;s fiber optic licensing operations to the consolidated statements of operations (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="73%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Major classes of line items constituting pretax income from discontinued operations:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">$</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">59,998</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">104,021</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Expenses:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cost of services (including depreciation)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,748</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">39,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Selling, general and administrative expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(980</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">12,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,561</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Amortization of intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">963</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,650</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1pt"> <td height="8"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> <td height="8" colspan="4"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other income (expense) items that are not major</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">10</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">980</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,250</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pretax gain on the disposal of the fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">271,833</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total pretax gain on fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"> &#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;&#xA0;980</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">294,083</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,518</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Provision for income taxes related to fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">667</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">103,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from discontinued operations related to fiber optic licensing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">28,117</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net loss from discontinued operations related to telecommunication operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(655</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(627</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from discontinued operations as presented in the consolidated statements of operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(342</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">190,621</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">27,490</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> There were no assets or liabilities associated with fiber optic licensing operations at December&#xA0;31, 2016 and no assets or&#xA0;<font style="WHITE-SPACE: nowrap">non-current</font>&#xA0;liabilities at December&#xA0;31, 2015. The following represents a reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations to the consolidated balance sheet at December&#xA0;31, 2015 (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="88%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,<br /> 2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Carrying amounts of major classes of current liabilities of discontinued operations related to fiber optic licensing operations:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current liabilities:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable and accrued expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total current liabilities of discontinued operations as presented in the consolidated balance sheets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">15,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> The balances of unrecognized tax benefits, the amount of related interest and penalties and what Quanta believes to be the range of reasonably possible changes in the next 12&#xA0;months are as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <br class="Apple-interchange-newline" /> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="64%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">54,541</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">50,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Portion that, if recognized, would reduce tax expense and effective tax rate</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33,128</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">48,312</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">42,952</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued interest on unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,539</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,750</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,304</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued penalties on unrecognized tax benefits</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">650</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">673</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12&#xA0;months</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$12,332</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$27,485</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0&#xA0;to&#xA0;$10,221</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Portion that, if recognized, would reduce tax expense and effective tax rate</p> </td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">$</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom" align="right">0&#xA0;to&#xA0;$10,983</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom" nowrap="nowrap">&#xA0;</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">$</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom" align="right">0&#xA0;to&#xA0;$24,009</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom" nowrap="nowrap">&#xA0;</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">$</td> <td style="FONT-SIZE: 13px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom" align="right">0 to $8,484</td> </tr> </table> </div> 401000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>18.</b></td> <td valign="top" align="left"><b>QUARTERLY FINANCIAL DATA (UNAUDITED):</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The table below sets forth the unaudited consolidated operating results by quarter for the years ended December&#xA0;31, 2016 and 2015 (in thousands, except per share information).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="56%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="14" align="center"><b>For the Three Months Ended</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>March&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>June&#xA0;30,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>September&#xA0;30,</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>2016:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,713,737</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,792,430</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,042,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,102,966</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">203,313</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">200,217</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">302,582</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">307,688</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,859</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,729</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">74,152</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,742</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">87,583</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,496</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">16,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,137</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">88,530</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.13</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.11</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.47</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.57</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>2015:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Revenues</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,861,386</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,872,340</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,939,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,899,272</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Gross profit</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">237,906</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">227,505</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">235,215</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">223,039</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">58,185</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">49,565</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">218,956</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(4,882</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">53,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">46,109</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">216,388</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,074</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Net income (loss) from continuing operations attributable to common stock</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">47,689</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">32,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,176</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Earnings (loss) per share from continuing operations attributable to common stock&#xA0;&#x2014;&#xA0;basic and diluted</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.22</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.15</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">0.23</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.02</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarters of 2016 and 2015, Quanta recorded total asset impairment charges of $8.0&#xA0;million ($7.1&#xA0;million net of tax) and $58.5&#xA0;million ($44.6&#xA0;million net of tax). Quanta recorded asset impairments primarily related to certain international renewable energy services operations of $8.0&#xA0;million in 2016 and $6.6&#xA0;million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value. Also included in the asset impairment charges recorded in the fourth quarter of 2015 were a $39.8&#xA0;million goodwill impairment and a $12.1&#xA0;million impairment related to customer relationships, trade names and&#xA0;<font style="WHITE-SPACE: nowrap">non-compete</font>&#xA0;agreement intangible assets. These goodwill and intangible impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additionally, during the third quarter of 2015, net income and net income attributable to common stock included an approximate $171&#xA0;million gain on the sale, net of tax, of Quanta&#x2019;s fiber optic licensing operations.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The sum of the individual quarterly earnings per share amounts may not equal&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">year-to-date</font></font>&#xA0;earnings per share as each period&#x2019;s computation is based on the weighted average number of shares outstanding during the period.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 1pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>16.</b></td> <td valign="top" align="left"><b>SEGMENT INFORMATION:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta presents its operations under two reportable segments: (1)&#xA0;Electric Power Infrastructure Services and (2)&#xA0;Oil and Gas Infrastructure Services. This structure is generally based on the broad&#xA0;<font style="WHITE-SPACE: nowrap">end-user</font>&#xA0;markets for Quanta&#x2019;s services. See Note 1 for additional information regarding Quanta&#x2019;s reportable segments.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta&#x2019;s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta&#x2019;s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units&#x2019; predominant type of work.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta&#x2019;s market strategies. These classifications of Quanta&#x2019;s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta&#x2019;s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In addition, Quanta&#x2019;s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Summarized financial information for Quanta&#x2019;s reportable segments is presented in the following table (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="57%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Revenues:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,850,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,937,289</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,302,671</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,800,824</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,635,147</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,444,558</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,651,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,572,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,747,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Operating income (loss):</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">395,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">362,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">462,985</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,502</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142,929</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,797</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Corporate and&#xA0;<font style="WHITE-SPACE: nowrap">non-allocated</font>&#xA0;costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(224,434</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(267,754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(196,722</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">320,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">237,503</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">429,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Depreciation:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">91,269</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">89,150</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,214</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67,374</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,315</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,414</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Corporate and&#xA0;<font style="WHITE-SPACE: nowrap">non-allocated</font>&#xA0;costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,597</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,380</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,478</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">170,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">162,845</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">141,106</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Separate measures of Quanta&#x2019;s assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by management to evaluate segment performance. Quanta&#x2019;s fixed assets, which are held at the operating unit level, include operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across its reportable segments. As such, for reporting purposes, total depreciation expense is allocated each quarter among Quanta&#x2019;s reportable segments based on the ratio of each reportable segment&#x2019;s revenue contribution to consolidated revenues.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 2%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Foreign Operations</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016, 2015, and 2014, Quanta derived $1.59&#xA0;billion, $1.54&#xA0;billion and $1.89&#xA0;billion, respectively, of its revenues from foreign operations. Of Quanta&#x2019;s foreign revenues, approximately 75%, 85% and 82% was earned in Canada during the years ended December&#xA0;31, 2016, 2015 and 2014, respectively. In addition, Quanta held property and equipment of $320.7&#xA0;million and $317.6&#xA0;million in foreign countries, primarily Canada, as of December&#xA0;31, 2016 and 2015.</p> </div> 2754000 7651319000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The actual income tax provision differed from the income tax provision computed by applying the U.S.&#xA0;federal statutory corporate rate to income from continuing operations before provision for income taxes as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Provision at the statutory rate</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,690</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">80,036</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">149,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Increases (decreases) resulting from&#xA0;&#x2014;</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> State taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,479</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,241</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,890</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Foreign taxes</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,860</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,239</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,059</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Contingency reserves, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(13,540</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,438</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(650</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Production activity deduction</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(8,586</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,871</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,033</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Employee per diems, meals and entertainment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,764</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,727</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">9,817</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Taxes on unincorporated joint ventures</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(656</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(3,838</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,429</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Asset impairments</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,909</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,047</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,326</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(547</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(2,226</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total provision for income taxes from continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">107,246</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">97,472</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">139,007</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Summarized financial information for Quanta&#x2019;s reportable segments is presented in the following table (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="57%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Revenues:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,850,495</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,937,289</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,302,671</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,800,824</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,635,147</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,444,558</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,651,319</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,572,436</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,747,229</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Operating income (loss):</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">395,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">362,328</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">462,985</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">149,502</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">142,929</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">162,797</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Corporate and&#xA0;<font style="WHITE-SPACE: nowrap">non-allocated</font>&#xA0;costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(224,434</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(267,754</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(196,722</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">320,813</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">237,503</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">429,060</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <b>Depreciation:</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Electric Power Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">91,269</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">89,150</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">76,214</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Oil and Gas Infrastructure</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">67,374</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">65,315</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">57,414</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Corporate and&#xA0;<font style="WHITE-SPACE: nowrap">non-allocated</font>&#xA0;costs</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,597</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,380</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,478</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consolidated</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">170,240</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">162,845</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">141,106</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 200098000 2860673000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Revenue Recognition</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Through its Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, Quanta designs, installs and maintains networks for customers in the electric power and oil and gas industries. These services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and&#xA0;<font style="WHITE-SPACE: nowrap">non-fixed</font>&#xA0;price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, Quanta recognizes revenue as units are completed based on pricing established between Quanta and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Revenues from fixed price contracts are recognized using the&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">percentage-of-completion</font></font>&#xA0;method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta&#x2019;s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta&#x2019;s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management&#x2019;s assessment of total contract value and the total estimated costs to complete those contracts and therefore, Quanta&#x2019;s profit recognition.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta&#x2019;s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta&#x2019;s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management&#x2019;s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During 2016 and 2015, Quanta experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed Quanta&#x2019;s planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, Quanta experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December&#xA0;31, 2016 and 2015, Quanta recognized project losses of $54.8&#xA0;million and $44.9&#xA0;million. Quanta is in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in Quanta&#x2019;s estimate of total project losses at December&#xA0;31, 2016. This project had a contract value of $202&#xA0;million at December&#xA0;31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Overall, Quanta&#x2019;s operating results for the year ended December&#xA0;31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December&#xA0;31, 2015.&#xA0;Included in the operating results for the year ended December&#xA0;31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December&#xA0;31, 2015. Quanta&#x2019;s operating results for the year ended December&#xA0;31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December&#xA0;31, 2014 and 2013; however, the aggregate impact was less than 5%.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The current asset &#x201C;Costs and estimated earnings in excess of billings on uncompleted contracts&#x201D; represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability &#x201C;Billings in excess of costs and estimated earnings on uncompleted contracts&#x201D; represents billings in excess of revenues recognized for fixed price contracts.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> As of December&#xA0;31, 2016 and 2015, Quanta had recognized revenues of approximately $137.8&#xA0;million and $137.2&#xA0;million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> These aggregate contract price adjustments represent management&#x2019;s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The estimated future aggregate amortization expense of intangible assets subject to amortization as of December&#xA0;31, 2016 is set forth below (in&#xA0;thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="68%" align="center" border="0"> <tr> <td width="83%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WIDTH: 141.5pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>For the Fiscal Year Ending December&#xA0;31,</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" colspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2017</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">25,574</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2018</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,265</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2019</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">22,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2020</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,948</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> 2021</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,620</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Thereafter</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,389</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">187,023</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 42843000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Accounts payable and accrued expenses consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable, trade</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">529,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">452,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued compensation and related expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">194,056</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,045</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued insurance, current portion</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">60,880</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">61,327</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred revenues, current portion</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,010</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income and franchise taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,765</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other accrued expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">81,998</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">97,534</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">922,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">782,134</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Activity in Quanta&#x2019;s current and long-term allowance for doubtful accounts consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; MARGIN-TOP: 0pt"> &#xA0;</p> <br class="Apple-interchange-newline" /> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="84%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Charged to bad debt expense (recoveries of bad debt expense)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(543</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deductions for uncollectible receivables written off, net of recoveries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,931</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,172</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at end of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"></td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom">&#xA0;</td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td style="FONT-SIZE: 1px; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; BACKGROUND-COLOR: rgb(255,255,255); TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal" valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> </tr> </table> </div> 1508000 4711000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s long-term debt obligations consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="84%" align="center" border="0"> <tr> <td width="74%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Borrowings under credit facility</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">351,341</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">466,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other long-term debt, interest rates ranging from 3.4% to 4.3%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,305</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,401</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Capital leases, interest rates ranging from 2.5% to 6.2%</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,744</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,351</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total long-term debt obligations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">358,390</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">477,602</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Current maturities of long-term debt</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,828</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,238</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total long-term debt obligations, net of current maturities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">353,562</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">475,364</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Additional supplemental cash flow information is as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"><b>Year Ended December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cash (paid) received during the period for &#x2014;</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Interest paid related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(12,828</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(7,087</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(3,533</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income taxes paid related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(121,662</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(130,921</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(223,901</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income taxes paid related to discontinued operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(7,260</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(144,076</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(5,286</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income tax refunds related to continuing operations</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,548</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">23,788</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">7,376</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the third quarter of 2015, Quanta&#x2019;s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through February&#xA0;28, 2017, up to $1.25&#xA0;billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at management&#x2019;s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta&#x2019;s board of directors at any time at its sole discretion and without notice. During 2015, Quanta repurchased 19.2&#xA0;million shares of its common stock at a cost of $449.9&#xA0;million in the open market under the 2015 Repurchase Program.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Also during the third quarter of 2015, Quanta entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0&#xA0;million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0&#xA0;million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7&#xA0;million shares of its common stock. The fair market value of these 25.7&#xA0;million shares at the time of delivery was approximately $600.0&#xA0;million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September&#xA0;30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta&#x2019;s earnings per share. The $150.0&#xA0;million remaining under the ASR was recorded as an adjustment to additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital (APIC) during the quarter ended September&#xA0;30, 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April&#xA0;12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, Quanta received 9.4&#xA0;million additional shares of its common stock from JPMorgan. As of December&#xA0;31, 2016, Quanta had repurchased 54.3&#xA0;million shares of its common stock at a cost of $1.20&#xA0;billion, and approximately $50.1&#xA0;million remained available under the 2015 Repurchase Program.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> During the fourth quarter of 2013, Quanta&#x2019;s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through December&#xA0;31, 2016, up to $500.0&#xA0;million of its outstanding common stock. During the year ended December&#xA0;31, 2015, Quanta repurchased 14.3&#xA0;million shares of its common stock at a cost of $406.5&#xA0;million in the open market and completed this program.</p> </div> 4200000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>14.</b></td> <td valign="top" align="left"><b>RELATED PARTY TRANSACTIONS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Certain of Quanta&#x2019;s operating units have entered into related party lease arrangements for operational facilities, typically with prior owners of certain acquired businesses. These lease agreements generally have terms of up to approximately five years and include renewal options. Related party lease expense for the years ended December&#xA0;31, 2016, 2015 and 2014 was approximately $8.7&#xA0;million, $10.6&#xA0;million and $8.5&#xA0;million, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> 198725000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Collective Bargaining Agreements</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Some of Quanta&#x2019;s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta&#x2019;s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a <font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">&#x201C;pay-as-you-go&#x201D;</font></font></font> basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.</p> </div> <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>13.</b></td> <td valign="top" align="left"><b>EMPLOYEE BENEFIT PLANS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Unions&#x2019; Multiemployer Pension Plans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta contributes to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements with various unions that represent certain of Quanta&#x2019;s employees. Quanta&#x2019;s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">&#x201C;pay-as-you-go&#x201D;</font></font></font>&#xA0;basis based on its union employee payrolls. Quanta may also have additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. In the fourth quarter of 2011, Quanta recorded a partial withdrawal liability related to the withdrawal by certain Quanta subsidiaries from the Central States, Southeast and Southwest Areas Pension Plan (Central States Plan) following an amendment to the applicable collective bargaining agreement which eliminated their obligations to contribute to the Central States Plan. During the first quarter of 2014, Quanta recorded an adjustment to cost of services to increase the recognized withdrawal liability. Additional information regarding this withdrawal, as well as the withdrawal from the Central States Plan of a company acquired by Quanta in the fourth quarter of 2013, is provided in&#xA0;<i>Collective Bargaining Agreements&#xA0;</i>in Note 15.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The Pension Protection Act of 2006 (PPA) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as &#x201C;endangered,&#x201D; &#x201C;seriously endangered&#x201D; or &#x201C;critical&#x201D; status based on multiple factors (including, for example, the plan&#x2019;s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in &#x201C;endangered,&#x201D; &#x201C;seriously endangered&#x201D; or &#x201C;critical&#x201D; status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following table summarizes plan information relating to Quanta&#x2019;s participation in multiemployer defined benefit pension plans, including company contributions for the last three years, the status under the PPA of the plans and whether the plans are subject to a funding improvement or rehabilitation plan or contribution surcharges. The most recent PPA zone status available in 2016 and 2015 relates to the plan&#x2019;s fiscal&#xA0;<font style="WHITE-SPACE: nowrap">year-end</font>&#xA0;in 2015 and 2014. Forms 5500 were not yet available for the plan years ending in 2016. The PPA zone status is based on information that Quanta received from the respective plans, as well as publicly available information on the U.S. Department of Labor website, and is certified by the plan&#x2019;s actuary. Although multiple factors or tests may result in red zone or yellow zone status, plans in the red zone generally are less than 65&#xA0;percent funded, plans in the yellow zone generally are less than 80&#xA0;percent funded, and plans in the green zone generally are at least 80&#xA0;percent funded. Under the PPA, red zone plans are classified as &#x201C;critical&#x201D; status, yellow zone plans are classified as &#x201C;endangered&#x201D; status and green zone plans are classified as neither &#x201C;endangered&#x201D; nor &#x201C;critical&#x201D; status. The &#x201C;Subject to Financial Improvement/ Rehabilitation Plan&#x201D; column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The last column lists the expiration dates of Quanta&#x2019;s collective-bargaining agreements to which the plans are subject. Total contributions to these plans correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects. Information has been presented separately for individually significant plans and in the aggregate for all other plans.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="26%"></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> <td valign="bottom" width="2%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WIDTH: 18.25pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Fund</b></p> </td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Employee<br /> Identification<br /> Number/ Pension<br /> Plan Number</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="3" align="center"><b>PPA Zone<br /> Status</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Subject<br /> to<br /> Financial<br /> Improve-<br /> ment/<br /> Reha-<br /> bilitation<br /> Plan</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"> <b>Contributions&#xA0;(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Surcharge<br /> Imposed</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" align="center"><b>Expiration Date<br /> of Collective<br /> Bargaining<br /> Agreement</b></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> National Electrical Benefit Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">53-0181657-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">22,912</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">21,200</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">20,758</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies&#xA0;through<br /> March 2020</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pipeline Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">73-6146433-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,954</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,087</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,280</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Central Pension Fund of the IUOE&#xA0;&amp; Participating Employers</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-6052390-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,668</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">5,677</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,847</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers Pension Trust Fund for Northern California</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">94-6277608-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,805</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,603</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,357</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2019</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Eighth District Electrical Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">84-6100393-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,089</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,544</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,192</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> November&#xA0;2018</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Electrical Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">92-6005171-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,701</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">639</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">68</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> March 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> IBEW Local 456 Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">22-6238995-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,298</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">886</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">810</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> December 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Plumbers and Pipefitters National Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">52-6152779-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,666</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">197</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> OE Pension Trust Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">94-6090764-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,264</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">991</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2020</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers National Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">75-1280827-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,358</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,671</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4,227</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> June 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Operating Engineers Local 324 Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">38-1900637-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,291</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,086</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Varies through<br /> April 2018</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Laborers&#xA0;&#x2014;Employers Retirement Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">91-6028298-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,216</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">181</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">January 2017</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local 697 IBEW and Electrical Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">51-6133048-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,207</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,066</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">200</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">May 2018</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" rowspan="2" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 1pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WIDTH: 18.25pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Fund</b></p> </td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Employee<br /> Identification<br /> Number/ Pension<br /> Plan Number</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>PPA Zone<br /> Status</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Subject<br /> to<br /> Financial<br /> Improve-<br /> ment/<br /> Reha-<br /> bilitation<br /> Plan</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="10" align="center"> <b>Contributions&#xA0;(in&#xA0;thousands)</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Surcharge<br /> Imposed</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"><b>Expiration Date<br /> of Collective<br /> Bargaining<br /> Agreement</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2014</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers District Council of W PA Pension Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">25-6135576-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">876</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">June 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Midwest Operating Engineers Pension Trust Fund</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-6140097-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">793</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,294</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">497</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;<br /></td> <td valign="bottom" nowrap="nowrap" align="center">Varies through<br /> June 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;<br /> &#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Teamster Employer Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">92-6003463-024</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Red</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">659</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">513</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">516</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">January 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Joint Pension Local Union 164 IBEW</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">22-6031199-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yes</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">33</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">513</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,816</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">May 2017</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right"><font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">36-3020872-001</font></font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Green</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">Yellow</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">300</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,307</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">No</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> All other plans</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">27,201</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">20,475</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">21,055</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 9pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total</p> </td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">85,235</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">77,015</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">71,204</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta&#x2019;s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December&#xA0;31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December&#xA0;31, 2016.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="79%"></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" nowrap="nowrap"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; WIDTH: 46.9pt; BORDER-BOTTOM: rgb(0,0,0) 1pt solid; MARGIN-TOP: 0pt"> <b>Pension Fund</b></p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>Plan&#xA0;Years&#xA0;in&#xA0;which<br /> Quanta<br /> Contributions Were<br /> Five&#xA0;Percent&#xA0;or&#xA0;More</b><br /> <b>of Total Plan<br /> Contributions</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Pipeline Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015&#xA0;and&#xA0;2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Eighth District Electrical Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Laborers National Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015 and 2014</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local 697 IBEW and Electrical Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Local Union No.&#xA0;9 IBEW and Outside Contractors Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Alaska Plumbing and Pipefitting Industry Pension Fund</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Teamsters National Pipe Line Pension Plan</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2015</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Joint Pension Local Union 164 IBEW</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">2014</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In addition to the contributions made to multiemployer defined benefit pension plans noted above, Quanta also contributed to multiemployer defined contribution or other benefit plans on behalf of certain union employees. Contributions to union multiemployer defined contribution or other benefit plans by Quanta were approximately $139.3&#xA0;million, $147.1&#xA0;million and $129.0&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014. Total contributions made to all of these multiemployer plans for the years ended December&#xA0;31, 2016, 2015 and 2014 correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Quanta 401(k) Plan</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta maintains a 401(k) plan pursuant to which employees who are not provided retirement benefits through a collective bargaining agreement may make contributions through a payroll deduction. Quanta makes matching cash contributions of 100% of each employee&#x2019;s contribution up to 3% of that employee&#x2019;s salary and 50% of each employee&#x2019;s contribution between 3% and 6% of such employee&#x2019;s salary, up to the maximum amount permitted by law. Contributions to the 401(k) plan by Quanta were approximately $21.9&#xA0;million, $17.7&#xA0;million and $13.9&#xA0;million for the years ended December&#xA0;31, 2016, 2015 and 2014, respectively.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 25px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Deferred Compensation Plans</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta maintains nonqualified deferred compensation plans pursuant to which&#xA0;<font style="WHITE-SPACE: nowrap">non-employee</font>&#xA0;directors and certain key employees, independent contractors and consultants may defer receipt of some or all of their cash compensation and/or settlement of their equity-based awards, subject to certain limitations.&#xA0;The plan covering key employees provides for employer matching contributions for certain officers and employees whose benefits under the 401(k) plan are limited by federal tax law.&#xA0;Quanta may also make discretionary employer contributions to that plan.&#xA0;Matching contributions and discretionary employer contributions are subject to a vesting schedule, provided that vesting accelerates upon a change in control and the participant&#x2019;s death or retirement.&#xA0;All matching and discretionary employer contributions, whether vested or not, are forfeited upon a participant&#x2019;s termination of employment for cause or upon the participant engaging in competition with Quanta or any of its affiliates.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta made contributions to the deferred compensation plans of approximately $1.0&#xA0;million, $1.0&#xA0;million and $0.3&#xA0;million during the years ended December&#xA0;31, 2016, 2015 and 2014, respectively. At December&#xA0;31, 2016 and 2015, $19.1&#xA0;million and $11.7&#xA0;million were included in other long-term liabilities and $17.9&#xA0;million and $11.3&#xA0;million were included in other long-term assets related to obligations under these plans and related company-owned life insurance policies. Individuals participating in these plans receive distributions of their respective balances based on predetermined payout schedules or other events and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 18pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="78%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Consideration:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Value of Quanta common stock issued</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,508</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,127</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Cash paid or payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">75,941</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">110,578</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Contingent consideration</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">18,683</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,001</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Fair value of total consideration transferred or estimated to be transferred</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,132</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">24,233</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">35,188</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,863</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">44,140</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,553</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">4</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Identifiable intangible assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">11,467</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">24,987</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Current liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(12,477</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(24,568</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred tax liabilities, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(14,367</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,056</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other long-term liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,326</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(5,606</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> <font style="WHITE-SPACE: nowrap">Non-controlling</font>&#xA0;interests</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom" nowrap="nowrap" align="right"> &#x2014;&#xA0;&#xA0;</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">747</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total identifiable net assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">50,946</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">69,836</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Goodwill</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">45,186</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">51,870</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">96,132</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">121,706</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 1948000 P5Y 1000000 198960000 P5Y 5000000 1 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Contracts in progress were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs incurred on contracts in progress</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,687,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,725,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Estimated earnings, net of estimated losses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">766,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">756,974</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,454,044</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,482,052</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Billings to date</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,255,582</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,563,537</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(81,485</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs and estimated earnings in excess of billings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">473,308</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">317,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Billings in excess of costs and estimated earnings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(274,846</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(399,230</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(81,485</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> </tr> </table> </div> <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The net deferred income tax assets and liabilities were comprised of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="69%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred income taxes:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Assets</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">10,000</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">4,657</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(192,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(186,491</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 5em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Total net deferred income tax liabilities</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(182,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(181,834</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 10000000 At least 90 days 50000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; MARGIN-LEFT: 28px; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 18pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> <b><i>Accounting Standards Not Yet Adopted</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December&#xA0;15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Quanta is currently evaluating the potential impact of this update on its consolidated financial statements, as well as the impact of its selected transition method as Quanta continues through the implementation process. In addition, Quanta continues to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact Quanta&#x2019;s considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While Quanta is still evaluating the requirements of this update, it currently does not expect the update to materially affect its results of operations, financial position or cash flows. This preliminary conclusion is based on Quanta&#x2019;s belief that it will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. Quanta has identified and is in the process of implementing changes to its processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on Quanta&#x2019;s consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December&#xA0;15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December&#xA0;15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional&#xA0;<font style="WHITE-SPACE: nowrap">paid-in</font>&#xA0;capital within equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for the employee portion of taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016. Quanta will continue to estimate forfeitures of share-based payments. It is anticipated that Quanta will experience increased volatility of income tax expense upon adoption of this update.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an &#x201C;expected loss&#x201D; model for instruments measured at amortized cost and to record allowances for&#xA0;<font style="WHITE-SPACE: nowrap"><font style="WHITE-SPACE: nowrap">available-for-sale</font></font>&#xA0;(AFS) debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management&#x2019;s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard&#x2019;s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2019, although early adoption is permitted for annual reporting periods beginning after December&#xA0;15, 2018. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2020.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller&#x2019;s tax jurisdiction when the transfer occurs, even though the&#xA0;<font style="WHITE-SPACE: nowrap">pre-tax</font>&#xA0;effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer&#x2019;s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2016, although early adoption is permitted. Since Quanta has already adopted a related update, it will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. Quanta will adopt this guidance on January&#xA0;1, 2017, and the adoption of the update is not anticipated to have a significant impact on its consolidated financial statements or related disclosures.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December&#xA0;15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2018.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit&#x2019;s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the&#xA0;<font style="WHITE-SPACE: nowrap">two-step</font>&#xA0;goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December&#xA0;15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January&#xA0;1, 2017. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January&#xA0;1, 2020.</p> </div> 0.15 10000000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Investments in Affiliates and Other Entities</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta&#x2019;s participation in different financing structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta determines whether such investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i)&#xA0;the power to direct the activities of a VIE that most significantly affect the VIE&#x2019;s economic performance and (ii)&#xA0;the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party&#x2019;s equity interest in the VIE is accounted for as a <font style="WHITE-SPACE: nowrap">non-controlling</font> interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta&#x2019;s ownership interest in the unincorporated entity.</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 12pt; TEXT-INDENT: 4%"> Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta&#x2019;s share of net income or losses from unconsolidated equity investments is included in equity in earnings (losses) of unconsolidated affiliates in the consolidated statements of operations when applicable. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in other expense. Equity method investments are carried at original cost and are included in other assets, net in the consolidated balance sheet and are adjusted for Quanta&#x2019;s proportionate share of the investees&#x2019; income, losses and distributions.</p> </div> P30D 46000 32204000 1017506000 0.70 0.021 139300000 <div> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="break-inside: avoid"> <td valign="top" width="4%" align="left"><b>8.</b></td> <td valign="top" align="left"><b>DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:</b></td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 6pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Activity in Quanta&#x2019;s current and long-term allowance for doubtful accounts consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="84%"></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="3%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at beginning of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Charged to bad debt expense (recoveries of bad debt expense)</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(543</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">224</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deductions for uncollectible receivables written off, net of recoveries</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,931</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(1,172</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Balance at end of year</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,752</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,226</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Contracts in progress were as follows (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="76%"></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="4%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs incurred on contracts in progress</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">6,687,484</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">5,725,078</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Estimated earnings, net of estimated losses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">766,560</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">756,974</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">7,454,044</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">6,482,052</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Billings to date</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(7,255,582</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(6,563,537</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(81,485</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Costs and estimated earnings in excess of billings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">473,308</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">317,745</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Billings in excess of costs and estimated earnings on uncompleted contracts</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(274,846</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(399,230</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">198,462</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">(81,485</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 12pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Property and equipment consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="100%" align="center" border="0"> <tr> <td width="65%"></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="5%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" rowspan="2" colspan="2" align="center"> <b>Estimated&#xA0;Useful</b><br /> <b>Lives in Years</b></td> <td valign="bottom" rowspan="2">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Land</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">45,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">41,428</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Buildings and leasehold improvements</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">5-30</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">137,515</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">116,697</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Operating equipment and vehicles</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">5-25</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,634,850</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,517,630</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Office equipment, furniture and fixtures and information technology systems</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center"><font style="WHITE-SPACE: nowrap">3-10</font></td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">145,174</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">137,670</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Construction work in progress</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">N/A</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">73,461</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">43,806</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">2,036,919</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">1,857,231</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Less&#xA0;&#x2014;&#xA0;Accumulated depreciation and amortization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(862,825</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">(755,272</td> <td valign="bottom" nowrap="nowrap">)&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Property and equipment, net</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,174,094</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,101,959</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> Accounts payable and accrued expenses consisted of the following (in thousands):</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="76%" align="center" border="0"> <tr> <td width="70%"></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="6%"></td> <td></td> <td></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="6" align="center"><b>December&#xA0;31,</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" colspan="2" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accounts payable, trade</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">529,608</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">452,295</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued compensation and related expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">194,056</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">159,045</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Accrued insurance, current portion</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">60,880</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">61,327</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Deferred revenues, current portion</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">15,512</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">8,010</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Income and franchise taxes payable</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">40,765</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">3,923</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Other accrued expenses</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">81,998</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="right">97,534</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 1px solid; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">922,819</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom">$</td> <td valign="bottom" align="right">782,134</td> <td valign="bottom" nowrap="nowrap">&#xA0;</td> </tr> <tr style="FONT-SIZE: 1px"> <td valign="bottom"></td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td valign="bottom"> <p style="MARGIN-BOTTOM: 0pt; BORDER-TOP: rgb(0,0,0) 3px double; MARGIN-TOP: 0pt"> &#xA0;</p> </td> <td>&#xA0;</td> </tr> </table> </div> 0.15 400000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-LEFT: 2%; MARGIN-TOP: 18pt"> <b><i>Other Assets, Net</i></b></p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; MARGIN-TOP: 6pt; TEXT-INDENT: 4%"> Other assets, net consists primarily of long-term receivables, debt issuance costs, equity and other investments, refundable security deposits for leased properties and insurance claims in excess of deductibles that are due from Quanta&#x2019;s insurers.</p> </div> -3200000 -543000 656109000 <div> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 4%; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> The following table presents the significant estimates used by management in determining the fair values of Quanta&#x2019;s reporting units at December&#xA0;31, 2016, 2015 and 2014:</p> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 12pt; FONT-FAMILY: &quot;Times New Roman&quot;; WHITE-SPACE: normal; WORD-SPACING: 0px; TEXT-TRANSFORM: none; FONT-WEIGHT: normal; COLOR: rgb(0,0,0); FONT-STYLE: normal; ORPHANS: 2; WIDOWS: 2; MARGIN-TOP: 0pt; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px; font-variant-ligatures: normal; font-variant-caps: normal"> &#xA0;</p> <table style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; WORD-SPACING: 0px; BORDER-COLLAPSE: collapse; TEXT-TRANSFORM: none; ORPHANS: 2; WIDOWS: 2; LETTER-SPACING: normal; TEXT-INDENT: 0px; -webkit-text-stroke-width: 0px" cellspacing="0" cellpadding="0" width="92%" align="center" border="0"> <tr> <td width="52%"></td> <td valign="bottom" width="8%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> </tr> <tr style="FONT-SIZE: 8pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="bottom">&#xA0;</td> <td valign="bottom">&#xA0;&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2016</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2015</b></td> <td valign="bottom">&#xA0;</td> <td style="BORDER-BOTTOM: rgb(0,0,0) 1pt solid" valign="bottom" align="center"><b>2014</b></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Years of cash flows before terminal value</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discount rates</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">12.5%&#xA0;to&#xA0;14.5%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;16.0%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">12.0%&#xA0;to&#xA0;14.0%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> EBITDA multiples</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">5.5 to 7.0</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.5</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">5.0 to 6.0</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 1em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Weighting of three approaches:</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> <td valign="bottom">&#xA0;</td> <td valign="bottom"></td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Discounted cash flows</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">70%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market multiple</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> <tr style="FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; break-inside: avoid" bgcolor="#CCEEFF"> <td valign="top"> <p style="MARGIN-BOTTOM: 0pt; FONT-SIZE: 10pt; FONT-FAMILY: &quot;Times New Roman&quot;; MARGIN-LEFT: 3em; MARGIN-TOP: 0pt; TEXT-INDENT: -1em"> Market capitalization</p> </td> <td valign="bottom">&#xA0;&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> <td valign="bottom">&#xA0;</td> <td valign="bottom" align="center">15%</td> </tr> </table> <br class="Apple-interchange-newline" /></div> 656000 2 2 0 0.16 1 0.0125 0.01125 0.02125 0.0075 0.00675 0.01275 22.22 1369000 143000 29.58 1846000 25.93 3200000 22.86 0 0 300000 These performance units cliff-vest at the end of a three-year performance period based on achievement of three-year company financial performance targets and strategic initiatives established by the Compensation Committee. P3Y 0.00 2.00 28900000 1400000 39600000 P2Y P3Y 4600000 7000000 1 P2Y P3Y P1Y6M7D 22.22 1800000 0.0020 0.0125 0.0025 0.0125 2020-12-18 0.65 25000000 0.0020 0.01125 0.00125 0.01125 0.0040 0.02125 0.01125 0.02125 0.0100 0.005 Less than 80 % Less than 65 % at least 80 % 21900000 0.06 0.03 1.00 0.50 P6Y8M12D P3Y9M18D P2Y1M6D P5Y P15Y 300000 70840 1500000 68500000 -5600000 5 45200000 75900000 39400000 21000000 24200000 4 2 1 1 1 1508000 96132000 45186000 75941000 -0.02 5.5 0.125 P3Y P5Y P5Y 2014 2014 2014 2014 0.24 0.05 7.0 0.145 P10Y P30Y P25Y 2015 2015 2015 2015 23000000 2010 2014 2010 2011 2012 3805000 Yes Yellow June 2019 Implemented 94-6277608-001 5668000 No Green Varies through June 2017 No 36-6052390-001 3089000 No Green Varies through November 2018 No 84-6100393-001 6954000 No Green June 2017 No 73-6146433-001 No Green N/A No 36-3020872-001 22912000 No Green Varies through March 2020 No 53-0181657-001 1291000 Yes Red Varies through April 2018 Implemented 38-1900637-001 27201000 33000 No Yellow May 2017 Implemented 22-6031199-001 2014 659000 Yes Red January 2017 Implemented 92-6003463-024 1358000 No Green Varies through June 2017 No 75-1280827-001 793000 Yes Yellow Varies through June 2017 Implemented 36-6140097-001 1508000 Yes Red Varies through June 2020 Implemented 94-6090764-001 1666000 No Yellow June 2017 Implemented 52-6152779-001 2015 1207000 Yes Green May 2018 No 51-6133048-001 2015 2701000 No Green Varies through March 2017 No 92-6005171-001 1216000 No Yellow January 2017 Implemented 91-6028298-001 2015 2298000 No Green Varies through December 2017 No 22-6238995-001 876000 Yes Red June 2017 Implemented 25-6135576-001 2015 1000000 -655000 700000 667000 980000 980000 313000 -980000 P4Y2M12D P8Y8M12D P1Y3M18D P3Y1M6D P17Y8M12D 121662000 7260000 54800000 0 1590000000 0.75 91269000 395745000 4850495000 -1973000 21018000 -214000 67374000 149502000 2800824000 11597000 -224434000 -3337000 24168000 229000 9400000 8300000 400000 -360589 150000000 -3904000 42843000 1946128000 425000 1508000 6822000 25423 1000 9413640 70840 760395 360589 23016000 -3904000 23016000 34505000 425000 198383000 1508000 -150000000 -8338000 -1946129000 -6822000 198383000 761000 1715000 1200000000 54300000 17500000 13500000 2900000 237906000 53484000 0.22 1861386000 58185000 47689000 227505000 46109000 0.15 1872340000 49565000 32007000 203313000 20496000 0.13 1713737000 20859000 20496000 200217000 16562000 0.11 1792430000 16729000 16562000 235215000 216388000 0.23 1939438000 218956000 43176000 171000000 -101000000 272000000 750000000 600000000 150000000 25700000 302582000 73742000 0.47 2042186000 74152000 73137000 58500000 223039000 12100000 -5074000 39800000 -0.02 1899272000 -4882000 -2586000 44600000 2 6600000 8000000 307688000 87583000 0.57 2102966000 88358000 88530000 7100000 8000000 0001050915 pwr:CertainInternationalRenewableEnergyServicesMember 2016-10-01 2016-12-31 0001050915 2016-10-01 2016-12-31 0001050915 pwr:CertainInternationalRenewableEnergyServicesMember 2015-10-01 2015-12-31 0001050915 2015-10-01 2015-12-31 0001050915 2016-07-01 2016-09-30 0001050915 pwr:AcceleratedShareRepurchaseProgramMember 2015-07-01 2015-09-30 0001050915 pwr:FiberOpticLicensingMember 2015-07-01 2015-09-30 0001050915 2015-07-01 2015-09-30 0001050915 2016-04-01 2016-06-30 0001050915 2016-01-01 2016-03-31 0001050915 2015-04-01 2015-06-30 0001050915 2015-01-01 2015-03-31 0001050915 pwr:AlbertaPowerLineMember 2014-10-01 2016-12-31 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2014-10-01 2016-12-31 0001050915 pwr:RepurchaseProgram2015OpenMarketPurchasesAndAcceleratedShareRepurchaseProgramMember 2015-07-01 2016-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001050915 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001050915 us-gaap:TreasuryStockMember 2016-01-01 2016-12-31 0001050915 us-gaap:ParentMember 2016-01-01 2016-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001050915 us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2016-01-01 2016-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2016-01-01 2016-12-31 0001050915 pwr:CommonStockWithheldForSettlementOfEmployeeTaxLiabilitiesMemberus-gaap:TreasuryStockMember 2016-01-01 2016-12-31 0001050915 pwr:AcceleratedShareRepurchaseProgramMember 2016-01-01 2016-12-31 0001050915 pwr:ElectricPowerDivisionMember 2016-01-01 2016-12-31 0001050915 pwr:CorporateAndNonAllocatedCostsMember 2016-01-01 2016-12-31 0001050915 pwr:OilAndGasInfrastructureServicesMember 2016-01-01 2016-12-31 0001050915 pwr:OilAndGasMember 2016-01-01 2016-12-31 0001050915 pwr:ElectricPowerInfrastructureMember 2016-01-01 2016-12-31 0001050915 pwr:ForeignOperationsMembercountry:CA 2016-01-01 2016-12-31 0001050915 pwr:ForeignOperationsMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaPowerPlantConstructionProjectMemberpwr:RevenueRecognizedForLossesMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaPowerPlantConstructionProjectMember 2016-01-01 2016-12-31 0001050915 us-gaap:SegmentDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001050915 us-gaap:SegmentContinuingOperationsMember 2016-01-01 2016-12-31 0001050915 us-gaap:TradeNamesMember 2016-01-01 2016-12-31 0001050915 us-gaap:NoncompeteAgreementsMember 2016-01-01 2016-12-31 0001050915 us-gaap:OrderOrProductionBacklogMember 2016-01-01 2016-12-31 0001050915 us-gaap:CustomerRelationshipsMember 2016-01-01 2016-12-31 0001050915 us-gaap:DevelopedTechnologyRightsMember 2016-01-01 2016-12-31 0001050915 pwr:FiberOpticLicensingMember 2016-01-01 2016-12-31 0001050915 pwr:TelecommunicationsMember 2016-01-01 2016-12-31 0001050915 pwr:LocalUnionNumberNineIBEWAndOutsideContractorsPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:LaborersDistrictCouncilOfWPAPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:IBEWLocalFourFiveSixPensionPlanMember 2016-01-01 2016-12-31 0001050915 pwr:TeamstersNationalPipeLinePensionPlanMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaLaborersEmployersRetirementFundMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaElectricalPensionPlanMember 2016-01-01 2016-12-31 0001050915 pwr:LocalSixNineSevenIBEWAndElectricalIndustryPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaPlumbingAndPipefittingIndustryPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:PlumbersAndPipefittersNationalPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:OePensionTrustFundMember 2016-01-01 2016-12-31 0001050915 pwr:MidwestOperatingEngineersPensionTrustFundMember 2016-01-01 2016-12-31 0001050915 pwr:LaborersNationalPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:AlaskaTeamsterEmployerPensionPlanMember 2016-01-01 2016-12-31 0001050915 pwr:JointPensionLocalUnionOneSixFourIbewMember 2016-01-01 2016-12-31 0001050915 pwr:AllOtherPlansMember 2016-01-01 2016-12-31 0001050915 pwr:OperatingEngineersLocalThreeTwoFourPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:NationalElectricalBenefitFundMember 2016-01-01 2016-12-31 0001050915 pwr:MichiganUpperPeninsulaIntrlBrotherhoodOfElecWorkersPensionPlanMember 2016-01-01 2016-12-31 0001050915 pwr:PipelineIndustryPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:EighthDistrictElectricalPensionFundMember 2016-01-01 2016-12-31 0001050915 pwr:CentralPensionFundOfIuoeAndParticipatingEmployersMember 2016-01-01 2016-12-31 0001050915 pwr:LaborersPensionTrustFundForNorthernCaliforniaMember 2016-01-01 2016-12-31 0001050915 us-gaap:InternalRevenueServiceIRSMemberus-gaap:TaxYear2012Member 2016-01-01 2016-12-31 0001050915 us-gaap:InternalRevenueServiceIRSMemberus-gaap:TaxYear2011Member 2016-01-01 2016-12-31 0001050915 us-gaap:InternalRevenueServiceIRSMemberus-gaap:TaxYear2010Member 2016-01-01 2016-12-31 0001050915 us-gaap:CanadaRevenueAgencyMemberus-gaap:LatestTaxYearMember 2016-01-01 2016-12-31 0001050915 us-gaap:CanadaRevenueAgencyMemberus-gaap:EarliestTaxYearMember 2016-01-01 2016-12-31 0001050915 pwr:LorenzoBentonvTelecomNetworkSpecialistsIncMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:LaborersNationalPensionFundMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:MichiganUpperPeninsulaIntrlBrotherhoodOfElecWorkersPensionPlanMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:PipelineIndustryPensionFundMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:EighthDistrictElectricalPensionFundMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:OperatingEquipmentAndVehiclesMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:BuildingsAndLeaseholdImprovementsMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:OfficeEquipmentFurnitureAndFixturesAndInformationTechnologySystemsMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 us-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:LaborersNationalPensionFundMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:MichiganUpperPeninsulaIntrlBrotherhoodOfElecWorkersPensionPlanMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:PipelineIndustryPensionFundMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:EighthDistrictElectricalPensionFundMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:OperatingEquipmentAndVehiclesMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:BuildingsAndLeaseholdImprovementsMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:OfficeEquipmentFurnitureAndFixturesAndInformationTechnologySystemsMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 us-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:AllAcquisitionsMember 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:US 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:US 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:AU 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:CA 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:ElectricPowerInfrastructureServicesBusinessMember 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:ElectricPowerDivisionMember 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Memberpwr:OilAndGasMember 2016-01-01 2016-12-31 0001050915 pwr:Acquisitions2016Member 2016-01-01 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:TradeNamesMember 2016-01-01 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:NoncompeteAgreementsMember 2016-01-01 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:OrderOrProductionBacklogMember 2016-01-01 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:CustomerRelationshipsMember 2016-01-01 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2016-01-01 2016-12-31 0001050915 pwr:FourZeroOneKPlanMember 2016-01-01 2016-12-31 0001050915 pwr:GreenZoneMember 2016-01-01 2016-12-31 0001050915 pwr:RedZoneMember 2016-01-01 2016-12-31 0001050915 pwr:YellowZoneMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberpwr:ExcessOfFederalFundsRateMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberpwr:ExcessOfEuroCurrencyRateMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMemberpwr:ExcessOfEuroCurrencyRateOfCreditAgreementForForeignBorrowingsMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMemberpwr:ExcessOfBaseRateDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMemberpwr:ExcessOfEurocurrencyRateApplicableToDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMemberpwr:ExcessOfEuroCurrencyRateOfCreditAgreementForForeignBorrowingsMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMemberpwr:ExcessOfBaseRateDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMemberpwr:ExcessOfEurocurrencyRateApplicableToDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMember 2016-01-01 2016-12-31 0001050915 pwr:PeriodOneMemberpwr:ExcessOfEuroCurrencyRateOfCreditAgreementForForeignBorrowingsMember 2016-01-01 2016-12-31 0001050915 pwr:PeriodOneMemberpwr:ExcessOfBaseRateDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:PeriodOneMemberpwr:ExcessOfEurocurrencyRateApplicableToDomesticBorrowingsOnlyMember 2016-01-01 2016-12-31 0001050915 pwr:PeriodOneMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCommonStockMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockAndRestrictedStockUnitsToBeSettledInCommonStockMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockAndRestrictedStockUnitsToBeSettledInCommonStockMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:RestrictedStockAndRestrictedStockUnitsToBeSettledInCommonStockMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceUnitsMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceUnitsMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceUnitsMember 2016-01-01 2016-12-31 0001050915 us-gaap:RestrictedStockMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceLettersOfCreditMemberpwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceLettersOfCreditMemberpwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 pwr:PerformanceLettersOfCreditMemberpwr:PeriodOneMember 2016-01-01 2016-12-31 0001050915 us-gaap:StandbyLettersOfCreditMemberpwr:FourthAmendedAndRestatedMemberus-gaap:MaximumMember 2016-01-01 2016-12-31 0001050915 us-gaap:StandbyLettersOfCreditMemberpwr:FourthAmendedAndRestatedMemberus-gaap:MinimumMember 2016-01-01 2016-12-31 0001050915 us-gaap:StandbyLettersOfCreditMemberpwr:PeriodOneMember 2016-01-01 2016-12-31 0001050915 pwr:NetReceivablePositionMemberus-gaap:CustomerConcentrationRiskMemberpwr:QuantaElectricPowerInfrastructureServicesSegmentMember 2016-01-01 2016-12-31 0001050915 us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember 2016-01-01 2016-12-31 0001050915 2016-01-01 2016-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2015-01-01 2015-12-31 0001050915 us-gaap:RetainedEarningsMember 2015-01-01 2015-12-31 0001050915 us-gaap:TreasuryStockMember 2015-01-01 2015-12-31 0001050915 us-gaap:ParentMember 2015-01-01 2015-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-01-01 2015-12-31 0001050915 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2015-01-01 2015-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2015-01-01 2015-12-31 0001050915 pwr:CommonStockWithheldForSettlementOfEmployeeTaxLiabilitiesMemberus-gaap:TreasuryStockMember 2015-01-01 2015-12-31 0001050915 pwr:ElectricPowerDivisionMember 2015-01-01 2015-12-31 0001050915 pwr:CorporateAndNonAllocatedCostsMember 2015-01-01 2015-12-31 0001050915 pwr:OilAndGasInfrastructureServicesMember 2015-01-01 2015-12-31 0001050915 pwr:OilAndGasMember 2015-01-01 2015-12-31 0001050915 pwr:ElectricPowerInfrastructureMember 2015-01-01 2015-12-31 0001050915 pwr:ForeignOperationsMembercountry:CA 2015-01-01 2015-12-31 0001050915 pwr:ForeignOperationsMember 2015-01-01 2015-12-31 0001050915 pwr:AlaskaPowerPlantConstructionProjectMember 2015-01-01 2015-12-31 0001050915 us-gaap:SegmentDiscontinuedOperationsMember 2015-01-01 2015-12-31 0001050915 us-gaap:SegmentContinuingOperationsMember 2015-01-01 2015-12-31 0001050915 us-gaap:CorporateJointVentureMember 2015-01-01 2015-12-31 0001050915 pwr:FiberOpticLicensingMember 2015-01-01 2015-12-31 0001050915 pwr:LaborersDistrictCouncilOfWPAPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:IBEWLocalFourFiveSixPensionPlanMember 2015-01-01 2015-12-31 0001050915 pwr:AlaskaLaborersEmployersRetirementFundMember 2015-01-01 2015-12-31 0001050915 pwr:AlaskaElectricalPensionPlanMember 2015-01-01 2015-12-31 0001050915 pwr:LocalSixNineSevenIBEWAndElectricalIndustryPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:PlumbersAndPipefittersNationalPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:OePensionTrustFundMember 2015-01-01 2015-12-31 0001050915 pwr:MidwestOperatingEngineersPensionTrustFundMember 2015-01-01 2015-12-31 0001050915 pwr:LaborersNationalPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:AlaskaTeamsterEmployerPensionPlanMember 2015-01-01 2015-12-31 0001050915 pwr:JointPensionLocalUnionOneSixFourIbewMember 2015-01-01 2015-12-31 0001050915 pwr:AllOtherPlansMember 2015-01-01 2015-12-31 0001050915 pwr:OperatingEngineersLocalThreeTwoFourPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:NationalElectricalBenefitFundMember 2015-01-01 2015-12-31 0001050915 pwr:MichiganUpperPeninsulaIntrlBrotherhoodOfElecWorkersPensionPlanMember 2015-01-01 2015-12-31 0001050915 pwr:PipelineIndustryPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:EighthDistrictElectricalPensionFundMember 2015-01-01 2015-12-31 0001050915 pwr:CentralPensionFundOfIuoeAndParticipatingEmployersMember 2015-01-01 2015-12-31 0001050915 pwr:LaborersPensionTrustFundForNorthernCaliforniaMember 2015-01-01 2015-12-31 0001050915 us-gaap:MaximumMember 2015-01-01 2015-12-31 0001050915 us-gaap:MinimumMember 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:US 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:AU 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:CA 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:OilAndGasInfrastructureServicesBusinessMember 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:US 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:AU 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:CA 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:ElectricPowerInfrastructureServicesBusinessMember 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:ElectricPowerDivisionMember 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Memberpwr:OilAndGasMember 2015-01-01 2015-12-31 0001050915 pwr:Acquisitions2015Member 2015-01-01 2015-12-31 0001050915 pwr:AllAcquisitionsMember 2015-01-01 2015-12-31 0001050915 pwr:FourZeroOneKPlanMember 2015-01-01 2015-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCommonStockMember 2015-01-01 2015-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMember 2015-01-01 2015-12-31 0001050915 pwr:RestrictedStockAndRestrictedStockUnitsToBeSettledInCommonStockMember 2015-01-01 2015-12-31 0001050915 pwr:PerformanceUnitsMember 2015-01-01 2015-12-31 0001050915 pwr:NetReceivablePositionMemberus-gaap:CustomerConcentrationRiskMemberpwr:QuantaElectricPowerInfrastructureServicesSegmentMember 2015-01-01 2015-12-31 0001050915 us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember 2015-01-01 2015-12-31 0001050915 2015-01-01 2015-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2014-01-01 2014-12-31 0001050915 us-gaap:RetainedEarningsMember 2014-01-01 2014-12-31 0001050915 us-gaap:TreasuryStockMember 2014-01-01 2014-12-31 0001050915 us-gaap:ParentMember 2014-01-01 2014-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-01-01 2014-12-31 0001050915 us-gaap:CommonStockMember 2014-01-01 2014-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2014-01-01 2014-12-31 0001050915 pwr:CommonStockWithheldForSettlementOfEmployeeTaxLiabilitiesMemberus-gaap:TreasuryStockMember 2014-01-01 2014-12-31 0001050915 us-gaap:SeriesGPreferredStockMember 2014-01-01 2014-12-31 0001050915 pwr:CorporateAndNonAllocatedCostsMember 2014-01-01 2014-12-31 0001050915 pwr:OilAndGasInfrastructureServicesMember 2014-01-01 2014-12-31 0001050915 pwr:ElectricPowerInfrastructureMember 2014-01-01 2014-12-31 0001050915 pwr:ForeignOperationsMembercountry:CA 2014-01-01 2014-12-31 0001050915 pwr:ForeignOperationsMember 2014-01-01 2014-12-31 0001050915 us-gaap:SegmentDiscontinuedOperationsMember 2014-01-01 2014-12-31 0001050915 us-gaap:SegmentContinuingOperationsMember 2014-01-01 2014-12-31 0001050915 pwr:FiberOpticLicensingMember 2014-01-01 2014-12-31 0001050915 pwr:TelecommunicationsMember 2014-01-01 2014-12-31 0001050915 pwr:IBEWLocalFourFiveSixPensionPlanMember 2014-01-01 2014-12-31 0001050915 pwr:AlaskaElectricalPensionPlanMember 2014-01-01 2014-12-31 0001050915 pwr:LocalSixNineSevenIBEWAndElectricalIndustryPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:PlumbersAndPipefittersNationalPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:OePensionTrustFundMember 2014-01-01 2014-12-31 0001050915 pwr:MidwestOperatingEngineersPensionTrustFundMember 2014-01-01 2014-12-31 0001050915 pwr:LaborersNationalPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:AlaskaTeamsterEmployerPensionPlanMember 2014-01-01 2014-12-31 0001050915 pwr:JointPensionLocalUnionOneSixFourIbewMember 2014-01-01 2014-12-31 0001050915 pwr:AllOtherPlansMember 2014-01-01 2014-12-31 0001050915 pwr:OperatingEngineersLocalThreeTwoFourPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:NationalElectricalBenefitFundMember 2014-01-01 2014-12-31 0001050915 pwr:MichiganUpperPeninsulaIntrlBrotherhoodOfElecWorkersPensionPlanMember 2014-01-01 2014-12-31 0001050915 pwr:PipelineIndustryPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:EighthDistrictElectricalPensionFundMember 2014-01-01 2014-12-31 0001050915 pwr:CentralPensionFundOfIuoeAndParticipatingEmployersMember 2014-01-01 2014-12-31 0001050915 pwr:LaborersPensionTrustFundForNorthernCaliforniaMember 2014-01-01 2014-12-31 0001050915 us-gaap:MaximumMember 2014-01-01 2014-12-31 0001050915 us-gaap:MinimumMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberus-gaap:CommonStockMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:ExchangeableSharesForCommonStockMemberpwr:CanadianSubsidiariesMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberus-gaap:SeriesGPreferredStockMemberpwr:ExchangeableSharesForCommonStockMemberpwr:CanadianSubsidiariesMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberus-gaap:SeriesGPreferredStockMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:US 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:OilAndGasInfrastructureServicesBusinessMembercountry:CA 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:US 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:AU 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:ElectricPowerInfrastructureServicesBusinessMembercountry:CA 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:ElectricPowerDivisionMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Memberpwr:OilAndGasMember 2014-01-01 2014-12-31 0001050915 pwr:Acquisitions2014Member 2014-01-01 2014-12-31 0001050915 pwr:FourZeroOneKPlanMember 2014-01-01 2014-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCommonStockMember 2014-01-01 2014-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMember 2014-01-01 2014-12-31 0001050915 pwr:RestrictedStockAndRestrictedStockUnitsToBeSettledInCommonStockMember 2014-01-01 2014-12-31 0001050915 pwr:PerformanceUnitsMember 2014-01-01 2014-12-31 0001050915 us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember 2014-01-01 2014-12-31 0001050915 2014-01-01 2014-12-31 0001050915 us-gaap:CorporateJointVentureMemberpwr:OtherCommitmentsEngineeringProcurementAndConstructionElectricTransmissionProjectMemberus-gaap:ScenarioForecastMember 2017-08-01 2017-08-31 0001050915 pwr:SunrisePowerlinkProjectMember 2015-01-01 2015-01-31 0001050915 pwr:TwoThousandThirteenRepurchaseProgramAndOpenMarketRepurchasesMember 2015-01-01 2015-09-30 0001050915 pwr:TwoThousandFifteenRepurchaseProgramOpenMarketPurchasesMember 2015-07-01 2015-12-31 0001050915 pwr:AcquiredCompanyMemberus-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2013-06-01 2016-12-31 0001050915 pwr:AcquiredCompanyMemberus-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2013-03-13 2013-03-13 0001050915 2016-12-01 2016-12-01 0001050915 pwr:FiberOpticLicensingMember 2015-08-04 2015-08-04 0001050915 pwr:VehicleFleetCommittedCapitalMember 2016-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2016-12-31 0001050915 us-gaap:RetainedEarningsMember 2016-12-31 0001050915 us-gaap:TreasuryStockMember 2016-12-31 0001050915 us-gaap:ParentMember 2016-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001050915 us-gaap:CommonStockMember 2016-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2016-12-31 0001050915 pwr:SeriesFAndSeriesGPreferredStockMember 2016-12-31 0001050915 us-gaap:SeriesGPreferredStockMember 2016-12-31 0001050915 us-gaap:SeriesFPreferredStockMember 2016-12-31 0001050915 pwr:RepurchaseProgram2015OpenMarketPurchasesAndAcceleratedShareRepurchaseProgramMember 2016-12-31 0001050915 pwr:OilAndGasInfrastructureDivisionOperatingUnitsThatHaveBeenNegativelyImpactedByVariousFactorsMember 2016-12-31 0001050915 pwr:ElectricPowerDivisionMember 2016-12-31 0001050915 pwr:OilAndGasMember 2016-12-31 0001050915 pwr:ForeignOperationsMember 2016-12-31 0001050915 pwr:AlaskaPowerPlantConstructionProjectMember 2016-12-31 0001050915 pwr:AlbertaPowerLineMember 2016-12-31 0001050915 us-gaap:TradeNamesMember 2016-12-31 0001050915 us-gaap:NoncompeteAgreementsMember 2016-12-31 0001050915 us-gaap:OrderOrProductionBacklogMember 2016-12-31 0001050915 us-gaap:CustomerRelationshipsMember 2016-12-31 0001050915 us-gaap:DevelopedTechnologyRightsMember 2016-12-31 0001050915 pwr:FiberOpticLicensingMember 2016-12-31 0001050915 us-gaap:IndemnificationGuaranteeMember 2016-12-31 0001050915 us-gaap:InsuranceClaimsMember 2016-12-31 0001050915 pwr:GrossAmountBeforeBalanceSheetPresentationNettingMember 2016-12-31 0001050915 pwr:DomesticJointVenturesMember 2016-12-31 0001050915 pwr:InvestmentsInJointVenturesMember 2016-12-31 0001050915 pwr:OtherCommitmentsPlannedOilAndGasInfrastructureProjectsMember 2016-12-31 0001050915 us-gaap:CorporateJointVentureMemberpwr:OtherCommitmentsEngineeringProcurementAndConstructionElectricTransmissionProjectMember 2016-12-31 0001050915 pwr:TwoThousandAndElevenPlanMember 2016-12-31 0001050915 pwr:TwoThousandAndSevenPlanMember 2016-12-31 0001050915 pwr:OtherLongTermDebtMemberus-gaap:MaximumMember 2016-12-31 0001050915 us-gaap:CapitalLeaseObligationsMemberus-gaap:MaximumMember 2016-12-31 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMemberus-gaap:MaximumMember 2016-12-31 0001050915 us-gaap:MaximumMember 2016-12-31 0001050915 pwr:OtherLongTermDebtMemberus-gaap:MinimumMember 2016-12-31 0001050915 us-gaap:CapitalLeaseObligationsMemberus-gaap:MinimumMember 2016-12-31 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMemberus-gaap:MinimumMember 2016-12-31 0001050915 us-gaap:MinimumMember 2016-12-31 0001050915 pwr:AllAcquisitionsMember 2016-12-31 0001050915 pwr:Acquisitions2016Memberus-gaap:MaximumMember 2016-12-31 0001050915 pwr:Acquisitions2016Member 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:TradeNamesMember 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:NoncompeteAgreementsMember 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:OrderOrProductionBacklogMember 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMemberus-gaap:CustomerRelationshipsMember 2016-12-31 0001050915 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2016-12-31 0001050915 pwr:FourthAmendedAndRestatedMember 2016-12-31 0001050915 pwr:DomesticBankAccountsMember 2016-12-31 0001050915 pwr:ForeignBankAccountsMember 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCommonStockMember 2016-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMember 2016-12-31 0001050915 us-gaap:RestrictedStockMember 2016-12-31 0001050915 pwr:RevolvingLoansAndLetterOfCreditInAlternativeCurrenciesMemberpwr:FourthAmendedAndRestatedMember 2016-12-31 0001050915 pwr:LettersOfCreditAndBankGuaranteesMemberpwr:CanadianAndAustralianDollarsMember 2016-12-31 0001050915 pwr:LettersOfCreditAndBankGuaranteesMembercurrency:USD 2016-12-31 0001050915 pwr:LettersOfCreditAndBankGuaranteesMember 2016-12-31 0001050915 pwr:BorrowingsUnderCreditFacilityMembercurrency:USD 2016-12-31 0001050915 pwr:BorrowingsUnderCreditFacilityMembercurrency:CAD 2016-12-31 0001050915 pwr:BorrowingsUnderCreditFacilityMember 2016-12-31 0001050915 pwr:SwingLinesLoanMembercurrency:USDpwr:FourthAmendedAndRestatedMember 2016-12-31 0001050915 pwr:SwingLinesLoanMembercurrency:CADpwr:FourthAmendedAndRestatedMember 2016-12-31 0001050915 pwr:SwingLinesLoanMembercurrency:AUDpwr:FourthAmendedAndRestatedMember 2016-12-31 0001050915 us-gaap:CustomerConcentrationRiskMember 2016-12-31 0001050915 pwr:NetReceivablePositionMemberus-gaap:CustomerConcentrationRiskMemberpwr:QuantaElectricPowerInfrastructureServicesSegmentMember 2016-12-31 0001050915 2016-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2015-12-31 0001050915 us-gaap:RetainedEarningsMember 2015-12-31 0001050915 us-gaap:TreasuryStockMember 2015-12-31 0001050915 us-gaap:ParentMember 2015-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001050915 us-gaap:CommonStockMember 2015-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2015-12-31 0001050915 us-gaap:SeriesGPreferredStockMember 2015-12-31 0001050915 us-gaap:SeriesFPreferredStockMember 2015-12-31 0001050915 pwr:ElectricPowerDivisionMember 2015-12-31 0001050915 pwr:OilAndGasMember 2015-12-31 0001050915 pwr:ForeignOperationsMember 2015-12-31 0001050915 us-gaap:TradeNamesMember 2015-12-31 0001050915 us-gaap:NoncompeteAgreementsMember 2015-12-31 0001050915 us-gaap:OrderOrProductionBacklogMember 2015-12-31 0001050915 us-gaap:CustomerRelationshipsMember 2015-12-31 0001050915 us-gaap:DevelopedTechnologyRightsMember 2015-12-31 0001050915 pwr:FiberOpticLicensingMember 2015-12-31 0001050915 us-gaap:InsuranceClaimsMember 2015-12-31 0001050915 pwr:DomesticJointVenturesMember 2015-12-31 0001050915 pwr:InvestmentsInJointVenturesMember 2015-12-31 0001050915 pwr:OtherLongTermDebtMemberus-gaap:MaximumMember 2015-12-31 0001050915 us-gaap:CapitalLeaseObligationsMemberus-gaap:MaximumMember 2015-12-31 0001050915 us-gaap:MaximumMember 2015-12-31 0001050915 pwr:OtherLongTermDebtMemberus-gaap:MinimumMember 2015-12-31 0001050915 us-gaap:CapitalLeaseObligationsMemberus-gaap:MinimumMember 2015-12-31 0001050915 us-gaap:MinimumMember 2015-12-31 0001050915 pwr:Acquisitions2015Member 2015-12-31 0001050915 pwr:AllAcquisitionsMember 2015-12-31 0001050915 pwr:DomesticBankAccountsMember 2015-12-31 0001050915 pwr:ForeignBankAccountsMember 2015-12-31 0001050915 pwr:RestrictedStockUnitsToBeSettledInCashMember 2015-12-31 0001050915 us-gaap:RestrictedStockMember 2015-12-31 0001050915 us-gaap:CustomerConcentrationRiskMember 2015-12-31 0001050915 pwr:NetReceivablePositionMemberus-gaap:CustomerConcentrationRiskMemberpwr:QuantaElectricPowerInfrastructureServicesSegmentMember 2015-12-31 0001050915 2015-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2014-12-31 0001050915 us-gaap:RetainedEarningsMember 2014-12-31 0001050915 us-gaap:TreasuryStockMember 2014-12-31 0001050915 us-gaap:ParentMember 2014-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001050915 us-gaap:CommonStockMember 2014-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2014-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2014-12-31 0001050915 us-gaap:SeriesGPreferredStockMember 2014-12-31 0001050915 us-gaap:SeriesFPreferredStockMember 2014-12-31 0001050915 pwr:ElectricPowerDivisionMember 2014-12-31 0001050915 pwr:OilAndGasMember 2014-12-31 0001050915 us-gaap:MaximumMember 2014-12-31 0001050915 us-gaap:MinimumMember 2014-12-31 0001050915 2014-12-31 0001050915 us-gaap:NoncontrollingInterestMember 2013-12-31 0001050915 us-gaap:RetainedEarningsMember 2013-12-31 0001050915 us-gaap:TreasuryStockMember 2013-12-31 0001050915 us-gaap:ParentMember 2013-12-31 0001050915 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-12-31 0001050915 us-gaap:CommonStockMember 2013-12-31 0001050915 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001050915 pwr:ExchangeableSharesForCommonStockMember 2013-12-31 0001050915 us-gaap:SeriesFPreferredStockMember 2013-12-31 0001050915 us-gaap:MaximumMemberpwr:TwoThousandThirteenRepurchaseProgramMember 2013-12-31 0001050915 2013-12-31 0001050915 pwr:OtherCommitmentsPlannedOilAndGasInfrastructureProjectsMemberus-gaap:ScenarioForecastMember 2017-03-31 0001050915 2016-06-30 0001050915 pwr:AcceleratedShareRepurchaseProgramMember 2015-09-30 0001050915 us-gaap:MaximumMemberpwr:TwoThousandFifteenRepurchaseProgramMember 2015-09-30 0001050915 pwr:AcquiredCompanyMemberus-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2013-10-09 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2011-12-31 0001050915 pwr:OtherCommitmentsPlannedOilAndGasInfrastructureProjectsMemberus-gaap:ScenarioForecastMember 2022-05-31 0001050915 pwr:SunrisePowerlinkProjectMember 2010-04-21 0001050915 pwr:ExchangeableSharesAssociatedWithSeriesGPreferredStockMember 2017-02-21 0001050915 pwr:ExchangeableSharesNotAssociatedWithPreferredStockMember 2017-02-21 0001050915 pwr:ExchangeableSharesAssociatedWithSeriesFPreferredStockMember 2017-02-21 0001050915 us-gaap:SeriesGPreferredStockMember 2017-02-21 0001050915 us-gaap:SeriesFPreferredStockMember 2017-02-21 0001050915 2017-02-21 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2016-01-31 0001050915 pwr:AcquiredCompanyMemberus-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2016-01-31 0001050915 pwr:FiberOpticLicensingMember 2015-08-04 0001050915 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMemberpwr:CentralStatesPlanMember 2014-07-31 iso4217:USD shares utr:mi iso4217:USD shares pure utr:km pwr:Customer pwr:Entity pwr:Segment pwr:Reporting_Unit pwr:Divisions pwr:Acquisition EX-101.SCH 11 pwr-20161231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Document and Entity Information link:calculationLink link:presentationLink link:definitionLink 1003 - Statement - Consolidated Balance Sheets link:calculationLink link:presentationLink link:definitionLink 1004 - Statement - Consolidated Balance Sheets (Parenthetical) link:calculationLink link:presentationLink link:definitionLink 1005 - Statement - Consolidated Statements of Operations link:calculationLink link:presentationLink link:definitionLink 1006 - Statement - Consolidated Statements of Comprehensive Income link:calculationLink link:presentationLink link:definitionLink 1007 - Statement - Consolidated Statements of Comprehensive Income (Parenthetical) link:calculationLink link:presentationLink link:definitionLink 1008 - Statement - Consolidated Statements of Cash Flows link:calculationLink link:presentationLink link:definitionLink 1009 - Statement - Consolidated Statements of Equity link:calculationLink link:presentationLink link:definitionLink 1010 - Disclosure - Business and Organization link:calculationLink link:presentationLink link:definitionLink 1011 - Disclosure - Summary of Significant Accounting Policies link:calculationLink link:presentationLink link:definitionLink 1012 - Disclosure - New Accounting Pronouncements link:calculationLink link:presentationLink link:definitionLink 1013 - Disclosure - Discontinued Operations link:calculationLink link:presentationLink link:definitionLink 1014 - Disclosure - Acquisitions link:calculationLink link:presentationLink link:definitionLink 1015 - Disclosure - Goodwill and Other Intangible Assets link:calculationLink link:presentationLink link:definitionLink 1016 - Disclosure - Per Share Information link:calculationLink link:presentationLink link:definitionLink 1017 - Disclosure - Detail of Certain Balance Sheet Accounts link:calculationLink link:presentationLink link:definitionLink 1018 - Disclosure - Debt Obligations link:calculationLink link:presentationLink link:definitionLink 1019 - Disclosure - Income Taxes link:calculationLink link:presentationLink link:definitionLink 1020 - Disclosure - Equity link:calculationLink link:presentationLink link:definitionLink 1021 - Disclosure - Equity-Based Compensation link:calculationLink link:presentationLink link:definitionLink 1022 - Disclosure - Employee Benefit Plans link:calculationLink link:presentationLink link:definitionLink 1023 - Disclosure - Related Party Transactions link:calculationLink link:presentationLink link:definitionLink 1024 - Disclosure - Commitments and Contingencies link:calculationLink link:presentationLink link:definitionLink 1025 - Disclosure - Segment Information link:calculationLink link:presentationLink link:definitionLink 1026 - Disclosure - Supplemental Cash Flow Information link:calculationLink link:presentationLink link:definitionLink 1027 - Disclosure - Quarterly Financial Data (Unaudited) link:calculationLink link:presentationLink link:definitionLink 1028 - Disclosure - Summary of Significant Accounting Policies (Policies) link:calculationLink link:presentationLink link:definitionLink 1029 - Disclosure - Summary of Significant Accounting Policies (Tables) link:calculationLink link:presentationLink link:definitionLink 1030 - Disclosure - Discontinued Operations (Tables) link:calculationLink link:presentationLink link:definitionLink 1031 - Disclosure - Acquisitions (Tables) link:calculationLink link:presentationLink link:definitionLink 1032 - Disclosure - Goodwill and Other Intangible Assets (Tables) link:calculationLink link:presentationLink link:definitionLink 1033 - Disclosure - Per Share Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1034 - Disclosure - Detail of Certain Balance Sheet Accounts (Tables) link:calculationLink link:presentationLink link:definitionLink 1035 - Disclosure - Debt Obligations (Tables) link:calculationLink link:presentationLink link:definitionLink 1036 - Disclosure - Income Taxes (Tables) link:calculationLink link:presentationLink link:definitionLink 1037 - Disclosure - Equity-Based Compensation (Tables) link:calculationLink link:presentationLink link:definitionLink 1038 - Disclosure - Employee Benefit Plans (Tables) link:calculationLink link:presentationLink link:definitionLink 1039 - Disclosure - Commitments and Contingencies (Tables) link:calculationLink link:presentationLink link:definitionLink 1040 - Disclosure - Segment Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1041 - Disclosure - Supplemental Cash Flow Information (Tables) link:calculationLink link:presentationLink link:definitionLink 1042 - Disclosure - Quarterly Financial Data (Unaudited) (Tables) link:calculationLink link:presentationLink link:definitionLink 1043 - Disclosure - Business and Organization - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1044 - Disclosure - Summary of Significant Accounting Policies (Principles of Consolidation) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1045 - Disclosure - Summary of Significant Accounting Policies (Cash and Cash Equivalents) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1046 - Disclosure - Summary of Significant Accounting Policies (Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1047 - Disclosure - Summary of Significant Accounting Policies (Property and Equipment) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1048 - Disclosure - Summary of Significant Accounting Policies (Debt Issuance Costs) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1049 - Disclosure - Summary of Significant Accounting Policies (Goodwill and Other Intangibles) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1050 - Disclosure - Summary of Significant Accounting Policies - Significant Estimates Used by Management in Determining Fair Values of Company's Reporting Units (Detail) link:calculationLink link:presentationLink link:definitionLink 1051 - Disclosure - Summary of Significant Accounting Policies (Revenue Recognition) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1052 - Disclosure - Summary of Significant Accounting Policies (Income Taxes) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1053 - Disclosure - Summary of Significant Accounting Policies (Self-Insurance) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1054 - Disclosure - Summary of Significant Accounting Policies (Stock-Based Compensation) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1055 - Disclosure - Discontinued Operations - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1056 - Disclosure - Discontinued Operations - Summary of Financial Information for Fiber Optic Licensing Operations (Detail) link:calculationLink link:presentationLink link:definitionLink 1057 - Disclosure - Discontinued Operations - Reconciliation of Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations to the Consolidated Balance Sheet (Detail) link:calculationLink link:presentationLink link:definitionLink 1058 - Disclosure - Acquisitions (2016 Acquisitions) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1059 - Disclosure - Acquisitions (2015 Acquisitions) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1060 - Disclosure - Acquisitions (2014 Acquisitions) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1061 - Disclosure - Acquisitions - Business Acquisition Purchase Price Allocation Assets Acquired and Liabilities Assumed (Detail) link:calculationLink link:presentationLink link:definitionLink 1062 - Disclosure - Acquisitions - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1063 - Disclosure - Acquisitions - Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization (Detail) link:calculationLink link:presentationLink link:definitionLink 1064 - Disclosure - Acquisitions - Unaudited Supplemental Pro Forma Results of Operations (Detail) link:calculationLink link:presentationLink link:definitionLink 1065 - Disclosure - Goodwill and Other Intangible Assets - Summary of Changes in Quanta's Goodwill (Detail) link:calculationLink link:presentationLink link:definitionLink 1066 - Disclosure - Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) link:calculationLink link:presentationLink link:definitionLink 1067 - Disclosure - Goodwill and Other Intangible Assets - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1068 - Disclosure - Goodwill and Other Intangible Assets - Estimated Future Aggregate Amortization Expense of Intangible Assets (Detail) link:calculationLink link:presentationLink link:definitionLink 1069 - Disclosure - Per Share Information - Basic and Diluted Earnings Per Share (Detail) link:calculationLink link:presentationLink link:definitionLink 1070 - Disclosure - Detail of Certain Balance Sheet Accounts - Current and Long-Term Allowance for Doubtful Accounts (Detail) link:calculationLink link:presentationLink link:definitionLink 1071 - Disclosure - Detail of Certain Balance Sheet Accounts - Contracts in Progress (Detail) link:calculationLink link:presentationLink link:definitionLink 1072 - Disclosure - Detail of Certain Balance Sheet Accounts - Property and Equipment (Detail) link:calculationLink link:presentationLink link:definitionLink 1073 - Disclosure - Detail of Certain Balance Sheet Accounts - Accounts Payable and Accrued Expenses (Detail) link:calculationLink link:presentationLink link:definitionLink 1074 - Disclosure - Debt Obligations - Long-term Debt Obligations (Detail) link:calculationLink link:presentationLink link:definitionLink 1075 - Disclosure - Debt Obligations - Long-term Debt Obligations (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1076 - Disclosure - Debt Obligations - Current Maturities of Long-Term Debt and Short-Term Debt (Detail) link:calculationLink link:presentationLink link:definitionLink 1077 - Disclosure - Debt Obligations (Credit Facility - Amended and Restated Credit Agreement) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1078 - Disclosure - Debt Obligations (Credit Facility - Current Borrowings) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1079 - Disclosure - Debt Obligations - Information on Borrowings under Current and Prior Credit Facility and Applicable Interest Rates (Detail) link:calculationLink link:presentationLink link:definitionLink 1080 - Disclosure - Debt Obligations (Credit Facility - Terms under the Amended and Restated Credit Agreement) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1081 - Disclosure - Debt Obligations (Credit Facility - prior to 4/1/14 information - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1082 - Disclosure - Income Taxes - Components of Income (Loss) Before Income Taxes (Detail) link:calculationLink link:presentationLink link:definitionLink 1083 - Disclosure - Income Taxes - Provision for Income Taxes (Detail) link:calculationLink link:presentationLink link:definitionLink 1084 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Detail) link:calculationLink link:presentationLink link:definitionLink 1085 - Disclosure - Income Taxes - Deferred Tax Assets and Liabilities (Detail) link:calculationLink link:presentationLink link:definitionLink 1086 - Disclosure - Income Taxes - Net Deferred Income Tax Assets and Liabilities (Detail) link:calculationLink link:presentationLink link:definitionLink 1087 - Disclosure - Income Taxes - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1088 - Disclosure - Income Taxes - Reconciliation of Unrecognized Tax Benefit (Detail) link:calculationLink link:presentationLink link:definitionLink 1089 - Disclosure - Income Taxes - Balances of Unrecognized Tax Benefits (Detail) link:calculationLink link:presentationLink link:definitionLink 1090 - Disclosure - Equity (Exchangeable Shares and Series F and Series G Preferred Stock) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1091 - Disclosure - Equity (Treasury Stock) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1092 - Disclosure - Equity (Non-controlling Interests) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1093 - Disclosure - Equity-Based Compensation (Stock Incentive Plans) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1094 - Disclosure - Equity-Based Compensation (Restricted Stock and RSUs to be Settled in Common Stock) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1095 - Disclosure - Equity-Based Compensation - Summary of Restricted Stock and RSU to be Settled in Common Stock Activity (Detail) link:calculationLink link:presentationLink link:definitionLink 1096 - Disclosure - Equity-Based Compensation (Performance Units to be Settled in Common Stock) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1097 - Disclosure - Equity-Based Compensation (RSUs to be Settled in Cash) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1098 - Disclosure - Employee Benefit Plans - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1099 - Disclosure - Employee Benefit Plans - Summary of Plan Information Relating to Participation in Multiemployer Pension Plans (Detail) link:calculationLink link:presentationLink link:definitionLink 1100 - Disclosure - Related Party Transactions - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1101 - Disclosure - Commitments and Contingencies (Investments in Affiliates and Other Entities) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1102 - Disclosure - Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Detail) link:calculationLink link:presentationLink link:definitionLink 1103 - Disclosure - Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Parenthetical) (Detail) link:calculationLink link:presentationLink link:definitionLink 1104 - Disclosure - Commitments and Contingencies - Minimum Lease Payments (Detail) link:calculationLink link:presentationLink link:definitionLink 1105 - Disclosure - Commitments and Contingencies (Leases) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1106 - Disclosure - Commitments and Contingencies (Committed Expenditures) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1107 - Disclosure - Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1108 - Disclosure - Commitments and Contingencies (Concentrations of Credit Risk) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1109 - Disclosure - Commitments and Contingencies (Self-Insurance) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1110 - Disclosure - Commitments and Contingencies (Letters of Credit) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1111 - Disclosure - Commitments and Contingencies (Performance Bonds and Parent Guarantees) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1112 - Disclosure - Commitments and Contingencies (Collective Bargaining Agreements) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1113 - Disclosure - Commitments and Contingencies (Indemnities) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1114 - Disclosure - Segment Information - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1115 - Disclosure - Segment Information - Summarized Financial Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1116 - Disclosure - Supplemental Cash Flow Information - Schedule of Effect of Changes in Operating Assets and Liabilities, Net of Non-Cash Transactions, on Cash Flows from Operating Activities of Continuing Operations (Detail) link:calculationLink link:presentationLink link:definitionLink 1117 - Disclosure - Supplemental Cash Flow Information - Schedule of Additional Supplemental Cash Flow Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1118 - Disclosure - Quarterly Financial Data (Unaudited) - Consolidated Operating Results by Quarter (Detail) link:calculationLink link:presentationLink link:definitionLink 1119 - Disclosure - Quarterly Financial Data (Unaudited) - Additional Information (Detail) link:calculationLink link:presentationLink link:definitionLink 1120 - Statement - Consolidated Statements of Operations (Alternate 1) link:calculationLink link:presentationLink link:definitionLink 1121 - Disclosure - Debt Obligations - Long-term Debt Obligations (Detail) (Alternate 1) link:calculationLink link:presentationLink link:definitionLink EX-101.CAL 12 pwr-20161231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 13 pwr-20161231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 14 pwr-20161231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 15 pwr-20161231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE GRAPHIC 16 g295903g0217075656735.jpg GRAPHIC begin 644 g295903g0217075656735.jpg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g295903g70b56.jpg GRAPHIC begin 644 g295903g70b56.jpg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®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end XML 18 R1.htm IDEA: XBRL DOCUMENT v3.6.0.2
Document and Entity Information - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2016
Feb. 21, 2017
Jun. 30, 2016
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2016    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Trading Symbol PWR    
Entity Registrant Name QUANTA SERVICES INC    
Entity Central Index Key 0001050915    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Common Stock, Shares Outstanding   145,133,163  
Entity Public Float     $ 3.3
Series F Preferred Stock [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   1  
Series G Preferred Stock [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   1  
Exchangeable Shares Associated with Series F Preferred Stock [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   3,500,000  
Exchangeable Shares Associated with Series G Preferred Stock [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   449,929  
Exchangeable Shares Not Associated with Preferred Stock [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   2,144,620  

XML 19 R2.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Current Assets:    
Cash and cash equivalents $ 112,183 $ 128,771
Accounts receivable, net of allowances of $2,752 and $5,226 1,500,115 1,621,133
Costs and estimated earnings in excess of billings on uncompleted contracts 473,308 317,745
Inventories 88,548 75,285
Prepaid expenses and other current assets 114,591 134,585
Total current assets 2,288,745 2,277,519
Property and equipment, net of accumulated depreciation of $862,825 and $755,272 1,174,094 1,101,959
Other assets, net 101,028 76,333
Other intangible assets, net of accumulated amortization of $297,313 and $264,674 187,023 205,074
Goodwill 1,603,169 1,552,658
Total assets 5,354,059 5,213,543
Current Liabilities:    
Current maturities of long-term debt and short-term debt 7,563 7,067
Accounts payable and accrued expenses 922,819 782,134
Billings in excess of costs and estimated earnings on uncompleted contracts 274,846 399,230
Current liabilities of discontinued operations   15,313
Total current liabilities 1,205,228 1,203,744
Long-term debt and notes payable, net of current maturities 353,562 475,364
Deferred income taxes 192,834 186,491
Insurance and other non-current liabilities 259,733 260,129
Total liabilities 2,011,357 2,125,728
Commitments and Contingencies
Equity:    
Common stock, value 1 2
Additional paid-in capital 1,749,306 3,497,740
Retained earnings 1,876,081 1,677,698
Accumulated other comprehensive loss (271,673) (294,689)
Treasury stock, 0 and 74,991,343 common shares (14,288) (1,795,257)
Total stockholders' equity 3,339,427 3,085,494
Non-controlling interests 3,275 2,321
Total equity 3,342,702 3,087,815
Total liabilities and equity 5,354,059 5,213,543
Exchangeable Shares [Member]    
Equity:    
Common stock, value
Series F Preferred Stock [Member]    
Equity:    
Preferred Stock, value
Series G Preferred Stock [Member]    
Equity:    
Preferred Stock, value
XML 20 R3.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Allowances on accounts receivable, current $ 2,752 $ 5,226
Accumulated depreciation on property and equipment 862,825 755,272
Accumulated amortization on other intangible assets $ 297,313 $ 264,674
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 600,000,000 600,000,000
Common stock, shares issued 144,710,773 227,898,509
Common stock, shares outstanding 144,710,773 152,907,166
Treasury stock, common shares 0 74,991,343
Exchangeable Shares [Member]    
Exchangeable Shares, par value
Common stock, shares issued 6,515,453 6,876,042
Common stock, shares outstanding 6,515,453 6,876,042
Series F Preferred Stock [Member]    
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 1 1
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
Series G Preferred Stock [Member]    
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 1 1
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
XML 21 R4.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]      
Revenues $ 7,651,319 $ 7,572,436 $ 7,747,229
Cost of services (including depreciation) 6,637,519 6,648,771 6,578,435
Gross profit 1,013,800 923,665 1,168,794
Selling, general and administrative expenses 653,338 592,863 705,477
Amortization of intangible assets 31,685 34,848 34,257
Asset impairment charges 7,964 58,451  
Operating income 320,813 237,503 429,060
Interest expense (14,887) (8,024) (4,765)
Interest income 2,423 1,493 3,736
Equity in losses of unconsolidated affiliates (979) (466) (332)
Other income (expense), net 316 (1,831) (1,100)
Income from continuing operations before income taxes 307,686 228,675 426,599
Provision for income taxes 107,246 97,472 139,007
Net income from continuing operations 200,440 131,203 287,592
Net income (loss) from discontinued operations (342) 190,621 27,490
Net income 200,098 321,824 315,082
Less: Net income attributable to non-controlling interests 1,715 10,917 18,368
Net income attributable to common stock 198,383 310,907 296,714
Amounts attributable to common stock:      
Net income from continuing operations 198,725 120,286 269,224
Net income (loss) from discontinued operations (342) 190,621 27,490
Net income attributable to common stock $ 198,383 $ 310,907 $ 296,714
Earnings per share attributable to common stock - basic and diluted:      
Continuing operations $ 1.26 $ 0.62 $ 1.22
Discontinued operations   0.97 0.13
Net income attributable to common stock $ 1.26 $ 1.59 $ 1.35
Shares used in computing earnings per share:      
Weighted average basic shares outstanding 157,287 195,113 219,668
Weighted average diluted shares outstanding 157,288 195,120 219,690
XML 22 R5.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement of Comprehensive Income [Abstract]      
Net income $ 200,098 $ 321,824 $ 315,082
Other comprehensive income (loss), net of tax provision:      
Foreign currency translation adjustment, net of tax of $0, $0 and $0 23,137 (171,458) (84,505)
Other, net of tax of $46, $(28) and $486 (121) 59 (1,549)
Other comprehensive income (loss) 23,016 (171,399) (86,054)
Comprehensive income 223,114 150,425 229,028
Less: Comprehensive income attributable to non-controlling interests 1,715 10,917 18,368
Total comprehensive income attributable to Quanta stockholders $ 221,399 $ 139,508 $ 210,660
XML 23 R6.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement of Comprehensive Income [Abstract]      
Foreign currency translation adjustment, tax $ 0 $ 0 $ 0
Other comprehensive income other tax $ 46 $ (28) $ 486
XML 24 R7.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash Flows from Operating Activities of Continuing Operations:      
Net income $ 200,098 $ 321,824 $ 315,082
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations -      
(Income) loss from discontinued operations 342 (190,621) (27,490)
Depreciation 170,240 162,845 141,106
Amortization of intangible assets 31,685 34,848 34,257
Asset impairment charges 7,964 58,451  
Equity in losses of unconsolidated affiliates 979 466 332
Amortization of debt issuance costs 1,356 1,251 1,094
Gain on sale of property and equipment (734) (2,773) (1,803)
Foreign currency loss 880 2,490 1,244
Provision for (recovery of) doubtful accounts (543) 224 1,411
Provision for contract receivable     102,460
Non-cash portion of arbitration expense     10,518
Deferred income tax provision (benefit) (15,695) (19,403) 22,906
Non-cash stock-based compensation 42,843 36,939 37,449
Tax impact of stock-based equity awards (671) (669) (1,563)
Changes in operating assets and liabilities, net of non-cash transactions (57,568) 212,311 (389,261)
Net cash provided by operating activities of continuing operations 381,176 618,183 247,742
Cash Flows from Investing Activities of Continuing Operations:      
Proceeds from sale of property and equipment 21,975 26,178 14,448
Additions of property and equipment (212,555) (209,968) (247,216)
Cash paid for acquisitions, net of cash acquired (68,788) (112,914) (262,218)
Investments in and return of equity from unconsolidated affiliates (10,309) (6,074) (3,127)
Cash received from (paid for) other investments, net 4,752 (4,338) 6,214
Cash withdrawn from (deposited to) restricted cash (1,119) 214 3,565
Cash paid for intangible assets   (211) (252)
Net cash used in investing activities of continuing operations (266,044) (307,113) (488,586)
Cash Flows from Financing Activities of Continuing Operations:      
Borrowings under credit facility 2,744,453 3,349,385 938,047
Payments under credit facility (2,860,673) (2,935,752) (866,224)
Borrowings of other long-term debt     394
Payments on other long-term debt (6,959) (2,683) (30,448)
Borrowings of short-term debt 2,754 4,872 5,056
Payments on short-term debt (4,711) (5,170)  
Debt issuance and amendment costs   (3,795)  
Contributions from non-controlling interests   2,313  
Distributions to non-controlling interests (761) (21,228) (14,432)
Tax impact of stock-based equity awards 671 669 1,563
Exercise of stock options 401 372 1,179
Repurchase of common stock, including accelerated stock repurchases   (1,606,361) (93,482)
Net cash used in financing activities of continuing operations (124,825) (1,217,378) (58,347)
Discontinued operations:      
Net cash provided by (used in) operating activities (1,035) 22,342 63,082
Net cash provided by provided by (used in) investing activities (6,080) 825,376 (54,280)
Net cash provided by (used in) discontinued operations (7,115) 847,718 8,802
Effect of foreign exchange rate changes on cash and cash equivalents 220 (3,154) (7,873)
Net decrease in cash and cash equivalents (16,588) (61,744) (298,262)
Cash and cash equivalents, beginning of year 128,771 190,515 488,777
Cash and cash equivalents, end of year $ 112,183 $ 128,771 $ 190,515
XML 25 R8.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Exchangeable Shares [Member]
Series F Preferred Stock [Member]
Series G Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Treasury Stock [Member]
Total Stockholders' Equity [Member]
Non-controlling Interests [Member]
Balance at Dec. 31, 2013 $ 4,241,319       $ 2 $ 3,416,585 $ 1,070,077 $ (37,236) $ (215,240) $ 4,234,188 $ 7,131
Balance, Shares at Dec. 31, 2013   3,500,000 1   212,942,767            
Other comprehensive income (loss) (86,054)             (86,054)   (86,054)  
Acquisitions 134,538         134,538       134,538  
Acquisitions, shares   3,825,971   1 686,382            
Restricted stock and restricted stock unit activity 26,690         39,030     (12,340) 26,690  
Restricted stock activity, shares         95,475            
Stock options exercised 1,179         1,179       1,179  
Stock options exercised, shares         91,444            
Exchange of exchangeable shares         0            
Income tax impact of long-term incentive plans 700         700       700  
Common stock repurchases (93,482)               (93,482) (93,482)  
Common stock/Settlement of accelerated stock repurchases, shares         (2,996,278)            
Vests in deferred compensation plan           874     (874)    
Distributions to non-controlling interests (14,432)                   (14,432)
Net income 315,082           296,714     296,714 18,368
Balance at Dec. 31, 2014 4,525,540       $ 2 3,592,906 1,366,791 (123,290) (321,936) 4,514,473 11,067
Balance, Shares at Dec. 31, 2014   7,325,971 1 1 210,819,790            
Other comprehensive income (loss) (171,399)             (171,399)   (171,399)  
Acquisitions 9,379         10,127       10,127 (748)
Acquisitions, shares         461,037            
Restricted stock and restricted stock unit activity 26,941         37,309     (10,368) 26,941  
Restricted stock activity, shares         395,427            
Stock options exercised 431         431       431  
Stock options exercised, shares         32,390            
Exchange of exchangeable shares   (449,929)     449,929            
Income tax impact of long-term incentive plans 375         375       375  
Common stock repurchases (1,456,361)               (1,456,361) (1,456,361)  
Common stock/Settlement of accelerated stock repurchases, shares         (59,251,407)            
Accelerated stock repurchases not yet settled (150,000)         (150,000)       (150,000)  
Vests in deferred compensation plan           6,592     (6,592)    
Contributions from non-controlling interests 2,313                   2,313
Distributions to non-controlling interests (21,228)                   (21,228)
Net income 321,824           310,907     310,907 10,917
Balance at Dec. 31, 2015 3,087,815       $ 2 3,497,740 1,677,698 (294,689) (1,795,257) 3,085,494 2,321
Balance, Shares at Dec. 31, 2015   6,876,042 1 1 152,907,166            
Other comprehensive income (loss) 23,016             23,016   23,016  
Acquisitions 1,508         1,508       1,508  
Acquisitions, shares         70,840            
Restricted stock and restricted stock unit activity 34,505         42,843     (8,338) 34,505  
Restricted stock activity, shares         760,395            
Stock options exercised 425         425       425  
Stock options exercised, shares         25,423            
Exchange of exchangeable shares   (360,589)     360,589            
Income tax impact of long-term incentive plans (3,904)         (3,904)       (3,904)  
Settlement of accelerated stock repurchases           150,000     (150,000)    
Common stock/Settlement of accelerated stock repurchases, shares         (9,413,640)            
Vests in deferred compensation plan           6,822     (6,822)    
Retirement of treasury stock         $ (1) (1,946,128)     1,946,129    
Distributions to non-controlling interests (761)                   (761)
Net income 200,098           198,383     198,383 1,715
Balance at Dec. 31, 2016 $ 3,342,702       $ 1 $ 1,749,306 $ 1,876,081 $ (271,673) $ (14,288) $ 3,339,427 $ 3,275
Balance, Shares at Dec. 31, 2016   6,515,453 1 1 144,710,773            
XML 26 R9.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business and Organization
12 Months Ended
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization
1. BUSINESS AND ORGANIZATION:

Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and select other international markets. Quanta reports its results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services.

Electric Power Infrastructure Services Segment

The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and Quanta’s proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, this segment provides services such as the construction of electric power generation facilities, the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and cable and control systems for light rail lines and ancillary telecommunication infrastructure services.

Oil and Gas Infrastructure Services Segment

The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure.

Acquisitions

During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. As these transactions were effective during 2016, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.

 

During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta’s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia.

During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States the results of which are generally included in Quanta’s Electric Power Infrastructure Services segment.

Disposition — Fiber Optic Licensing Operations

On April 29, 2015, Quanta entered into a stock purchase agreement with Crown Castle International Corp. (Crown Castle) pursuant to which Quanta agreed to sell its fiber optic licensing operations. The purchase agreement contained customary representations and warranties, covenants and indemnities. On August 4, 2015, Quanta completed the sale for a purchase price of approximately $1 billion in cash, resulting in after-tax net proceeds of approximately $848 million. In the third quarter of 2015, Quanta recognized a net of tax gain of approximately $171 million. Quanta has presented the results of operations, financial position, cash flows and disclosures of the fiber optic licensing operations as discontinued operations for all periods in the accompanying consolidated financial statements. These results were included in Quanta’s Fiber Optic Licensing and Other segment prior to the second quarter of 2015.

XML 27 R10.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2016
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The consolidated financial statements also include the accounts of certain of Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.

 

Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta’s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.

Cash and Cash Equivalents

Quanta had cash and cash equivalents of $112.2 million and $128.8 million as of December 31, 2016 and 2015. Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At December 31, 2016 and 2015, cash equivalents were $8.8 million and $1.4 million and consisted primarily of money market investments and money market mutual funds and are discussed further in Fair Value Measurements below. As of December 31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5 million and $16.1 million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7 million and $112.7 million. As of December 31, 2016 and 2015, cash and cash equivalents held by Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5 million and $24.9 million, of which $10.0 million and $11.9 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and Quanta does not have access to that cash for its other operations. Under the terms of the partnership agreements, Quanta generally has no right to the joint ventures’ cash other than participating in distributions and in the event of dissolution.

Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts

Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer’s access to capital, the customer’s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30 days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90 days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in Quanta’s customers’ business or cash flows, which may be impacted by negative economic and market conditions, could affect Quanta’s ability to collect amounts due from them. As of December 31, 2016 and 2015, Quanta had allowances for doubtful accounts on current receivables of approximately $2.8 million and $5.2 million. Long-term accounts receivable are included within other assets.

Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.

The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta’s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December 31, 2016 and 2015 were approximately $231.0 million and $250.1 million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December 31, 2016 and 2015 were $5.2 million and $4.5 million.

Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December 31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8 million and $233.6 million.

Inventories

Inventories consist primarily of parts and supplies held for use in the ordinary course of business, which are valued by Quanta at the lower of cost or market as determined by using either the first-in, first-out (FIFO) method or the average costing method. Inventories also include certain job specific materials not yet installed which are valued using the specific identification method.

Property and Equipment

Property and equipment are stated at cost, and depreciation is computed using the straight-line method, net of estimated salvage values, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Depreciation expense related to property and equipment was approximately $170.2 million, $162.8 million and $141.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Accrued capital expenditures were $12.7 million and $5.8 million as of December 31, 2016 and 2015. The impact of these items has been excluded from Quanta’s capital expenditures on its consolidated statements of cash flows due to their non-cash nature.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful lives of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses.

 

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Quanta also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.

When an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if an impairment of such asset group is necessary. The effect of any impairment involves expensing the difference between the fair value of such asset group and its carrying value in the period incurred.

Other Assets, Net

Other assets, net consists primarily of long-term receivables, debt issuance costs, equity and other investments, refundable security deposits for leased properties and insurance claims in excess of deductibles that are due from Quanta’s insurers.

Debt Issuance Costs

Capitalized debt issuance costs related to Quanta’s credit facility and any other debt outstanding at a given balance sheet date are included in other assets, net and are amortized into interest expense on a straight-line basis over the terms of the respective agreements giving rise to the debt issuance costs, which Quanta believes approximates the effective interest rate method. During 2015, Quanta incurred $3.8 million of debt issuance costs related to the amendment and restatement of its credit agreement and recorded a nominal charge to interest expense for the write-off of a portion of the debt issuance costs related to the prior facility. As of December 31, 2016 and 2015, capitalized debt issuance costs were $11.4 million, with accumulated amortization of $6.0 million and $4.8 million. For the years ended December 31, 2016, 2015 and 2014, amortization expense related to capitalized debt issuance costs was $1.4 million, $1.3 million and $1.1 million, respectively.

Goodwill and Other Intangibles

Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta’s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta’s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.

Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.

Quanta’s goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta’s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the two-step fair value-based test involves comparing the fair value of each of Quanta’s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.

Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.

Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.

Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.

 

The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of Quanta’s reporting units at December 31, 2016, 2015 and 2014:

 

     2016   2015   2014

Years of cash flows before terminal value

   5   5   5

Discount rates

   12.5% to 14.5%   12.0% to 16.0%   12.0% to 14.0%

EBITDA multiples

   5.5 to 7.0   5.0 to 6.5   5.0 to 6.0

Weighting of three approaches:

      

Discounted cash flows

   70%   70%   70%

Market multiple

   15%   15%   15%

Market capitalization

   15%   15%   15%

For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit’s carrying value. Such similarities in value are generally an indication that management’s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.

During the fourth quarter of 2016, a two-step fair-value based goodwill impairment analysis was performed for each of Quanta’s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta’s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.

As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta’s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta’s reporting units, two reporting units within Quanta’s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.

If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta’s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta’s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0 million and $11.9 million at December 31, 2016. Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during 2016. Although Quanta is not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.

The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. Quanta assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a “held and used” model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.

Quanta’s intangible assets include customer relationships, backlog, trade names, non-compete agreements, patented rights and developed technology, all subject to amortization. The 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 excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to Quanta’s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.

Quanta amortizes intangible assets based upon the estimated consumption of the economic benefits of each intangible asset, or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in Quanta’s Oil and Gas Infrastructure Services Division. Accordingly, Quanta recorded a $39.8 million non-cash charge for the impairment of goodwill and an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

Investments in Affiliates and Other Entities

In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta’s participation in different financing structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta determines whether such investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a non-controlling interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta’s ownership interest in the unincorporated entity.

Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta’s share of net income or losses from unconsolidated equity investments is included in equity in earnings (losses) of unconsolidated affiliates in the consolidated statements of operations when applicable. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in other expense. Equity method investments are carried at original cost and are included in other assets, net in the consolidated balance sheet and are adjusted for Quanta’s proportionate share of the investees’ income, losses and distributions.

Revenue Recognition

Through its Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, Quanta designs, installs and maintains networks for customers in the electric power and oil and gas industries. These services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, Quanta recognizes revenue as units are completed based on pricing established between Quanta and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.

Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta’s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta’s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, Quanta’s profit recognition.

 

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta’s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta’s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.

During 2016 and 2015, Quanta experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed Quanta’s planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, Quanta experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December 31, 2016 and 2015, Quanta recognized project losses of $54.8 million and $44.9 million. Quanta is in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in Quanta’s estimate of total project losses at December 31, 2016. This project had a contract value of $202 million at December 31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.

Overall, Quanta’s operating results for the year ended December 31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2015. Included in the operating results for the year ended December 31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December 31, 2015. Quanta’s operating results for the year ended December 31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December 31, 2014 and 2013; however, the aggregate impact was less than 5%.

The current asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized for fixed price contracts.

Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.

As of December 31, 2016 and 2015, Quanta had recognized revenues of approximately $137.8 million and $137.2 million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.

These aggregate contract price adjustments represent management’s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.

Income Taxes

Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.

Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.

Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.

As of December 31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2 million, a decrease from December 31, 2015 of $19.3 million. This decrease in unrecognized tax benefits resulted primarily from a $23.4 million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2 million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3 million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.

U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets and statements of operations and comprehensive income.

 

Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.

Self-Insurance

Quanta is insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

Losses under all of these insurance programs are accrued based upon Quanta’s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta’s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.

Collective Bargaining Agreements

Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.

Stock-Based Compensation

Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of restricted stock awards, RSUs and performance units to be settled in common stock is determined based on the number of shares, RSUs or performance units granted and the closing price of Quanta’s common stock on the date of grant. An estimate of future forfeitures is required in determining the period expense. Quanta uses historical data to estimate the forfeiture rate; however, these estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense from time-based RSU and performance unit awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while compensation expense from performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The cash flows resulting from the tax deductions in excess of the compensation expense recognized for restricted stock, RSUs and performance units to be settled in common stock and stock options (excess tax benefit) are classified as financing cash flows.

Compensation expense associated with liability based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta’s restricted stock, RSUs, and performance unit awards, see Note 12.

Functional Currency and Translation of Financial Statements

The U.S. dollar is the functional currency for the majority of Quanta’s operations, which are primarily located within the United States. The functional currency for Quanta’s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Generally, the currency in which the operating unit transacts the majority of its activities, including billings, financing, payroll and other expenditures, would be considered the functional currency. The treatment of foreign currency translation gains or losses is dependent upon management’s determination of the functional currency of each operating unit. In preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at month-end exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under the caption “Accumulated other comprehensive income (loss).” Gains and losses arising from transactions which are not denominated in the operating units’ functional currencies are included within other income (expense) in the statements of operations.

Derivatives

From time to time, Quanta enters into forward currency contracts that qualify as derivatives in order to hedge the risks associated with fluctuations in foreign currency exchange rates related to certain forecasted foreign currency denominated transactions. Quanta does not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for cash flow hedge accounting. For a hedge to qualify for cash flow hedge accounting treatment, a hedge must be documented at the inception of the contract, with the objective and strategy stated, along with an explicit description of the methodology used to assess hedge effectiveness. The dates (or periods) for the expected forecasted events and the nature of the exposure involved (including quantitative measures of the size of the exposure) must also be documented. At the inception of the hedge and on an ongoing basis, the hedge must be deemed to be “highly effective” at minimizing the risk of the identified exposure. Effectiveness measures relate the gains or losses of the derivative to changes in the cash flows associated with the hedged item, and the forecasted transaction must be probable of occurring.

For forward contracts that qualify as cash flow hedges, Quanta accounts for the change in fair value of the forward contracts directly in equity as part of accumulated other comprehensive income (loss). Any ineffective portion of cash flow hedges is recognized in earnings in the period in which ineffectiveness occurs. For instance, if a forward contract is discontinued as a cash flow hedge because it is probable that the original forecasted transaction will not occur by the end of the originally specified time period, the related amounts in accumulated other comprehensive income (loss) would be reclassified to other income (expense) in the consolidated statement of operations in the period such determination is made. When a forecasted transaction occurs, the portion of the accumulated gain or loss applicable to the forecasted transaction is reclassified from equity to earnings. Changes in fair value related to transactions that do not meet the criteria for cash flow hedge accounting are recorded in the consolidated statements of operations and are included in other income (expense).

Comprehensive Income

Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta’s capital related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.

Litigation Costs and Reserves

Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note 15.

Fair Value Measurements

The carrying values of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). All of Quanta’s cash equivalents were categorized as Level 1 assets at December 31, 2016 and 2015, as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.

In connection with Quanta’s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants not-to-compete, patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December 31, 2016, the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level 3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.

 

Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.

 

XML 28 R11.htm IDEA: XBRL DOCUMENT v3.6.0.2
New Accounting Pronouncements
12 Months Ended
Dec. 31, 2016
Accounting Changes and Error Corrections [Abstract]  
New Accounting Pronouncements
3. NEW ACCOUNTING PRONOUNCEMENTS:

Adoption of New Accounting Pronouncements

In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity (VIE). The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-creditarrangement. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s  consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity’s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations and management’s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt by Quanta about its ability to continue as a going concern, if such substantial doubt were to exist. Quanta adopted this guidance on December 31, 2016, and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.

In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification that related to disclosing the impact that recently issued accounting standards will have on a registrant’s financial statements when such standards are adopted in future periods. Quanta has followed the guidance in this amendment within this note to the consolidated financial statements.

Accounting Standards Not Yet Adopted

In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December 15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.

Quanta is currently evaluating the potential impact of this update on its consolidated financial statements, as well as the impact of its selected transition method as Quanta continues through the implementation process. In addition, Quanta continues to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact Quanta’s considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While Quanta is still evaluating the requirements of this update, it currently does not expect the update to materially affect its results of operations, financial position or cash flows. This preliminary conclusion is based on Quanta’s belief that it will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. Quanta has identified and is in the process of implementing changes to its processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January 1, 2018.

In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January 1, 2018.

In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.

In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional paid-in capital within equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for the employee portion of taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December 15, 2016. Quanta will continue to estimate forfeitures of share-based payments. It is anticipated that Quanta will experience increased volatility of income tax expense upon adoption of this update.

In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an “expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale (AFS) debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for annual reporting periods beginning after December 15, 2018. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. Since Quanta has already adopted a related update, it will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. Quanta will adopt this guidance on January 1, 2017, and the adoption of the update is not anticipated to have a significant impact on its consolidated financial statements or related disclosures.

In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

 

XML 29 R12.htm IDEA: XBRL DOCUMENT v3.6.0.2
Discontinued Operations
12 Months Ended
Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
4. DISCONTINUED OPERATIONS:

On August 4, 2015, Quanta completed the sale of its fiber optic licensing operations to Crown Castle for an aggregate purchase price of approximately $1 billion in cash, resulting in estimated after-tax net proceeds of approximately $848 million. In the third quarter of 2015, Quanta recognized a pre-tax gain of approximately $272 million and a corresponding tax expense of approximately $101 million, which resulted in a gain on the sale, net of tax, of approximately $171 million. Quanta remains liable for all taxes and insured claims associated with the fiber optic licensing operations arising on or before or outstanding as of August 4, 2015.

 

Quanta has presented the results of operations, financial position, cash flows and disclosures related to its fiber optic licensing operations as discontinued operations in the accompanying consolidated financial statements. The results were included in Quanta’s Fiber Optic Licensing and Other segment prior to the second quarter of 2015. The following represents a reconciliation of the major classes of line items constituting income from discontinued operations primarily related to Quanta’s fiber optic licensing operations to the consolidated statements of operations (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Major classes of line items constituting pretax income from discontinued operations:

       

Revenues

   $ —       $ 59,998      $ 104,021  

Expenses:

       

Cost of services (including depreciation)

     —         24,748        39,295  

Selling, general and administrative expenses

     (980     12,047        16,561  

Amortization of intangible assets

     —         963        1,650  

Other income (expense) items that are not major

     —         10        3  
  

 

 

   

 

 

    

 

 

 

Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes

     980       22,250        46,518  

Pretax gain on the disposal of the fiber optic licensing operations

     —         271,833        —    
  

 

 

   

 

 

    

 

 

 

Total pretax gain on fiber optic licensing operations

             980       294,083        46,518  

Provision for income taxes related to fiber optic licensing operations

     667       103,462        18,401  
  

 

 

   

 

 

    

 

 

 

Net income from discontinued operations related to fiber optic licensing operations

     313       190,621        28,117  

Net loss from discontinued operations related to telecommunication operations

     (655     —          (627
  

 

 

   

 

 

    

 

 

 

Net income (loss) from discontinued operations as presented in the consolidated statements of operations

   $ (342   $ 190,621      $ 27,490  
  

 

 

   

 

 

    

 

 

 

There were no assets or liabilities associated with fiber optic licensing operations at December 31, 2016 and no assets or non-current liabilities at December 31, 2015. The following represents a reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations to the consolidated balance sheet at December 31, 2015 (in thousands):

 

     December 31,
2015
 

Carrying amounts of major classes of current liabilities of discontinued operations related to fiber optic licensing operations:

  

Current liabilities:

  

Accounts payable and accrued expenses

   $ 15,313  
  

 

 

 

Total current liabilities of discontinued operations as presented in the consolidated balance sheets

   $ 15,313  
  

 

 

 

Additionally, on December 3, 2012, Quanta sold substantially all of its domestic telecommunications infrastructure services operations and related subsidiaries. During the years ended December 31, 2016 and 2014, legal fees of $1.0 million were recorded related to an ongoing legal matter associated with these discontinued operations. See Legal Proceedings — Lorenzo Benton v. Telecom Network Specialists, Inc., et al. in Note 15 for additional information. The aggregate net of tax impact of these legal fees was $0.7 million and $0.6 million during the years ended December 31, 2016 and 2014.

XML 30 R13.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Acquisitions
5. ACQUISITIONS:

2016 Acquisitions

During 2016, Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a telecommunications company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of approximately $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at approximately $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million, which will be paid if certain financial targets are achieved. Based on the estimated fair value of this contingent consideration, Quanta recorded an $18.7 million liability. As these transactions were effective during 2016, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its service offerings in the United States, Australia and Canada.

Quanta is in the process of finalizing its assessments of the fair values of the acquired assets and assumed liabilities related to businesses acquired during 2016, and further adjustments to the purchase price allocations may occur. Quanta expects to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates with possible updates primarily related to certain tax estimates. The aggregate purchase consideration of these businesses was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of approximately $39.4 million of net tangible assets, $45.2 million of goodwill and $11.5 million of other intangible assets.

2015 Acquisitions

During 2015, Quanta acquired 11 companies. The results of eight of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies include a foundation services company located in the United States, an electrical contracting company located in the United States, an electrical engineering company located in Australia, a powerline construction company located in the United States, an engineering company located in Canada, an engineering, procurement and construction services company based in the United States, an underground construction contracting company located in Canada, and a supplier and material procurement specialist for the power and utility industry in Canada. The results of the remaining three acquired companies are generally included in Quanta’s Oil and Gas Infrastructure Services segment. These companies include a company that services above-ground storage tanks in the United States, an underground utility distribution contractor that provides services to gas and electric utilities in Canada, and a company that specializes in the engineering, procurement, construction, and commissioning of compression and surface facilities for the high pressure gas industry in Australia. The aggregate consideration for these acquisitions consisted of approximately $110.6 million paid or payable in cash, subject to net working capital adjustments, 461,037 shares of Quanta common stock valued at approximately $10.1 million as of the settlement dates of the applicable acquisitions, and $1.0 million in contingent consideration. As these transactions were effective during 2015, the results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. These acquisitions should enable Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States, Canada and Australia.

 

2014 Acquisitions

During 2014, Quanta completed nine acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the United States and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; two oil and gas infrastructure services businesses located in Canada; an electric power infrastructure services company located in Australia; a U.S. based general engineering and construction company specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense that is generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company based in the United States that is generally included in Quanta’s Electric Power Infrastructure Services segment. The aggregate consideration paid for these acquisitions consisted of approximately $279.5 million in cash, 686,382 shares of Quanta common stock and 3,825,971 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a one-for-one basis for Quanta common stock. In addition, Quanta issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares. The aggregate value of the securities issued related to 2014 acquisitions on the respective closing or settlement dates of the acquisitions, totaled approximately $134.5 million. As these transactions were effective during 2014, the results of each acquired company have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. For additional information on the exchangeable shares and preferred stock, see Exchangeable Shares and Series F and Series G Preferred Stock in Note 11.

2016, 2015 and 2014 Acquisitions

The following table summarizes the aggregate consideration paid or payable as of December 31, 2016 for the 2016 and 2015 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price allocation adjustments. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).

 

     2016      2015  

Consideration:

     

Value of Quanta common stock issued

   $ 1,508      $ 10,127  

Cash paid or payable

     75,941        110,578  

Contingent consideration

     18,683        1,001  
  

 

 

    

 

 

 

Fair value of total consideration transferred or estimated to be transferred

   $ 96,132      $ 121,706  
  

 

 

    

 

 

 

Current assets

   $ 24,233      $ 35,188  

Property and equipment

     44,863        44,140  

Other assets

     2,553        4  

Identifiable intangible assets

     11,467        24,987  

Current liabilities

     (12,477      (24,568

Deferred tax liabilities, net

     (14,367      (5,056

Other long-term liabilities

     (5,326      (5,606

Non-controlling interests

     —          747  
  

 

 

    

 

 

 

Total identifiable net assets

     50,946        69,836  

Goodwill

     45,186        51,870  
  

 

 

    

 

 

 
   $ 96,132      $ 121,706  
  

 

 

    

 

 

 

The fair value of current assets acquired in 2016 included accounts receivable with a fair value of $14.4 million. The fair value of current assets acquired in 2015 included accounts receivable with a fair value of $20.6 million.

 

Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2016, 2015 and 2014 acquisitions strategically expanded Quanta’s Canadian, Australian and domestic electric power and oil and gas service offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2016 acquisitions, goodwill of $24.2 million was recorded for the businesses acquired that were included within Quanta’s Electric Power Infrastructure Services Division and $21.0 million was recorded for the business acquired that was included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2015 acquisitions, goodwill of $31.5 million was recorded for the acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division and $20.4 million was recorded for acquired businesses that were included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. In connection with the 2014 acquisitions, goodwill of $72.3 million was recorded for acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division and $94.1 million was recorded for the acquired business that was included within Quanta’s Oil and Gas Infrastructure Services Division on the dates of acquisition, inclusive of purchase price allocation adjustments. Goodwill of approximately $2.0 million related to the 2016 acquisitions is expected to be deductible for income tax purposes, and goodwill of approximately $34.0 million related to the 2015 acquisitions is expected to be deductible for income tax purposes.

The following table summarizes the estimated fair values of identifiable intangible assets for the 2016 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).

 

     Estimated
Fair Value at
Acquisition Date
     Weighted Average
Amortization Period
at Acquisition Date
 

Customer relationships

   $ 5,645        3.8  

Backlog

     2,085        2.1  

Trade names

     3,255        15.0  

Non-compete agreements

     482        5.0  
  

 

 

    

Total intangible assets subject to amortization acquired in 2016 acquisitions

   $ 11,467        6.7  
  

 

 

    

The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues

   $ 7,677,293      $ 7,770,744      $ 8,476,584  

Gross profit

   $ 1,017,506      $ 956,925      $ 1,248,827  

Selling, general and administrative expenses

   $ 656,109      $ 612,979      $ 745,321  

Amortization of intangible assets

   $ 32,204      $ 39,947      $ 47,777  

Net income from continuing operations

   $ 200,675      $ 136,608      $ 303,772  

Net income from continuing operations attributable to common stock

   $ 198,960      $ 125,691      $ 285,404  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 1.26      $ 0.64      $ 1.28  

The pro forma combined results of operations for the years ended December 31, 2016 and 2015 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2016 acquisitions as if they occurred January 1, 2015. The pro forma combined results of operations for the year ended December 31, 2015 have also been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January 1, 2014. The pro forma combined results of operations for the year ended December 31, 2014 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2015 acquisitions as if they occurred January 1, 2014 and the historical results of the 2014 acquisitions as if it occurred January 1, 2013. These pro forma combined historical results were also adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses, a reduction of interest income as a result of the cash consideration paid net of cash received, an increase in amortization expense due to the incremental intangible assets recorded related to the 2016, 2015 and 2014 acquisitions, an increase or decrease in depreciation expense within cost of services related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and conforming depreciable lives with Quanta’s accounting policies, an increase in the number of outstanding shares of Quanta common stock and exchangeable shares and certain reclassifications to conform the acquired companies’ presentation to Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that resulted or may result from the 2016, 2015 and 2014 acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.

Revenues of approximately $68.5 million and a loss before taxes of approximately $5.6 million, which included $0.3 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2016 related to the five acquisitions in 2016 following their respective dates of acquisition. Revenues of approximately $104.6 million and income before income taxes of approximately $0.3 million, which included $3.6 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2015 related to the 11 acquisitions in 2015 following their respective dates of acquisition. Additionally, revenues of approximately $314.1 million and income before income taxes of approximately $3.4 million, which included $11.6 million of acquisition costs, were included in Quanta’s consolidated results of operations for the year ended December 31, 2014 related to the nine acquisitions in 2014 following their respective dates of acquisition.

XML 31 R14.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
6. GOODWILL AND OTHER INTANGIBLE ASSETS:

A summary of changes in Quanta’s goodwill is as follows (in thousands):

 

    Electric Power
Infrastructure
Services Division
     Oil and Gas
Infrastructure
Services Division
     Total  

Goodwill balance at December 31, 2014

  $ 1,223,224      $ 373,471      $ 1,596,695  

Goodwill acquired during 2015

    31,224        20,636        51,860  

Purchase price allocation adjustments

    750        (8,867      (8,117

Goodwill impaired during 2015

    —          (39,826      (39,826

Foreign currency translation adjustments

    (28,953      (19,001      (47,954
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2015:

       

Goodwill

    1,226,245        366,306        1,592,551  

Accumulated impairment

    —          (39,893      (39,893
 

 

 

    

 

 

    

 

 

 

Goodwill, net

    1,226,245        326,413        1,552,658  

Goodwill acquired during 2016

    24,168        21,018        45,186  

Purchase price allocation adjustments

    229        (214      15  

Foreign currency translation adjustments

    3,337        1,973        5,310  
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016:

       

Goodwill

    1,253,979        388,923        1,642,902  

Accumulated impairment

    —          (39,733      (39,733
 

 

 

    

 

 

    

 

 

 

Goodwill, net

  $ 1,253,979      $ 349,190      $ 1,603,169  
 

 

 

    

 

 

    

 

 

 

 

The purchase price allocation adjustments recorded in the year ended December 31, 2016 primarily represent changes in deferred tax liability estimates and would have had no impact on the consolidated financial statements in prior periods had these adjustments been booked at the respective acquisition dates. The purchase price allocation adjustments recorded in the year ended December 31, 2015 resulted primarily from net working capital adjustments and changes in tax estimates. The goodwill impairment in the year ended December 31, 2015 primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta’s Oil and Gas Infrastructure Services Division.

Also, as described in Note 2, Quanta’s operating units are organized into one of Quanta’s two internal divisions and, accordingly, the goodwill associated with the operating units has been aggregated on a divisional basis in the table above. These divisions are closely aligned with Quanta’s reportable segments and operating units are assigned to a division based on the predominant type of work performed. From time to time, operating units may be reorganized between divisions as business environments evolve.

Quanta’s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):

 

    As of
December 31, 2016
    As of
December 31, 2015
    As of
December 31, 2016
 
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Remaining
Weighted Average
Amortization
Period in Years
 

Customer relationships

  $ 244,329     $ (110,640   $ 133,689     $ 236,731     $ (90,840   $ 145,891       8.7  

Backlog

    133,592       (132,441     1,151       130,818       (126,954     3,864       1.3  

Trade names

    54,723       (12,855     41,868       51,192       (9,525     41,667       17.7  

Non-compete agreements

    29,212       (25,546     3,666       28,560       (23,507     5,053       3.1  

Patented rights and developed technology

    22,480       (15,831     6,649       22,447       (13,848     8,599       4.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total intangible assets subject to amortization

  $ 484,336     $ (297,313   $ 187,023     $ 469,748     $ (264,674   $ 205,074       10.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Amortization expense for intangible assets was $31.7 million, $34.8 million and $34.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Additionally, during the year ended December 31, 2015, Quanta recorded an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These intangible asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia. The two reporting units impacted are in Quanta’s Oil and Gas Infrastructure Services Division. The impairment charge is reflected in the December 31, 2016 and 2015 accumulated amortization balances above.

 

The estimated future aggregate amortization expense of intangible assets subject to amortization as of December 31, 2016 is set forth below (in thousands):

 

For the Fiscal Year Ending December 31,

      

2017

   $ 25,574  

2018

     24,265  

2019

     22,227  

2020

     20,948  

2021

     18,620  

Thereafter

     75,389  
  

 

 

 

Total

   $ 187,023  
  

 

 

 
XML 32 R15.htm IDEA: XBRL DOCUMENT v3.6.0.2
Per Share Information
12 Months Ended
Dec. 31, 2016
Earnings Per Share [Abstract]  
Per Share Information
7. PER SHARE INFORMATION:

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. The amounts used to compute the basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014 are illustrated below (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Amounts attributable to common stock:

       

Net income from continuing operations

   $ 198,725     $ 120,286      $ 269,224  

Net income (loss) from discontinued operations

     (342     190,621        27,490  
  

 

 

   

 

 

    

 

 

 

Net income attributable to common stock

   $ 198,383     $ 310,907      $ 296,714  
  

 

 

   

 

 

    

 

 

 

Weighted average shares:

       

Weighted average shares outstanding for basic earnings per share

     157,287       195,113        219,668  

Effect of dilutive stock options

     1       7        22  
  

 

 

   

 

 

    

 

 

 

Weighted average shares outstanding for diluted earnings per share

     157,288       195,120        219,690  
  

 

 

   

 

 

    

 

 

 

For purposes of calculating diluted earnings per share, there were no adjustments required to derive Quanta’s net income attributable to common stock. Outstanding exchangeable shares that were issued pursuant to certain of Quanta’s historical acquisitions (as further discussed in Note 11), which are exchangeable on a one-for-one basis with shares of Quanta common stock, have been included in weighted average shares outstanding for basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014 for the portion of the respective periods that they were outstanding. Weighted average shares outstanding for basic and diluted earnings per share for the year ended December 31, 2016 were reduced by the additional shares received on April 12, 2016 in settlement of an accelerated share repurchase arrangement (as further described in Note 11).

XML 33 R16.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts
12 Months Ended
Dec. 31, 2016
Text Block [Abstract]  
Detail of Certain Balance Sheet Accounts
8. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

Activity in Quanta’s current and long-term allowance for doubtful accounts consisted of the following (in thousands):

 

     December 31,  
     2016     2015  

Balance at beginning of year

   $ 5,226     $ 6,174  

Charged to bad debt expense (recoveries of bad debt expense)

     (543     224  

Deductions for uncollectible receivables written off, net of recoveries

     (1,931     (1,172
  

 

 

   

 

 

 

Balance at end of year

   $ 2,752     $ 5,226  
  

 

 

   

 

 

 

Contracts in progress were as follows (in thousands):

 

     December 31,  
     2016     2015  

Costs incurred on contracts in progress

   $ 6,687,484     $ 5,725,078  

Estimated earnings, net of estimated losses

     766,560       756,974  
  

 

 

   

 

 

 
     7,454,044       6,482,052  

Less — Billings to date

     (7,255,582     (6,563,537
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

 

Costs and estimated earnings in excess of billings on uncompleted contracts

   $ 473,308     $ 317,745  

Less — Billings in excess of costs and estimated earnings on uncompleted contracts

     (274,846     (399,230
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

 

Property and equipment consisted of the following (in thousands):

 

     Estimated Useful
Lives in Years
     December 31,  
      2016     2015  

Land

     N/A      $ 45,919     $ 41,428  

Buildings and leasehold improvements

     5-30        137,515       116,697  

Operating equipment and vehicles

     5-25        1,634,850       1,517,630  

Office equipment, furniture and fixtures and information technology systems

     3-10        145,174       137,670  

Construction work in progress

     N/A        73,461       43,806  
     

 

 

   

 

 

 
        2,036,919       1,857,231  

Less — Accumulated depreciation and amortization

        (862,825     (755,272
     

 

 

   

 

 

 

Property and equipment, net

      $ 1,174,094     $ 1,101,959  
     

 

 

   

 

 

 

 

Accounts payable and accrued expenses consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Accounts payable, trade

   $ 529,608      $ 452,295  

Accrued compensation and related expenses

     194,056        159,045  

Accrued insurance, current portion

     60,880        61,327  

Deferred revenues, current portion

     15,512        8,010  

Income and franchise taxes payable

     40,765        3,923  

Other accrued expenses

     81,998        97,534  
  

 

 

    

 

 

 
   $ 922,819      $ 782,134  
  

 

 

    

 

 

 
XML 34 R17.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt Obligations
9. DEBT OBLIGATIONS:

Quanta’s long-term debt obligations consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Borrowings under credit facility

   $ 351,341      $ 466,850  

Other long-term debt, interest rates ranging from 3.4% to 4.3%

     3,305        5,401  

Capital leases, interest rates ranging from 2.5% to 6.2%

     3,744        5,351  
  

 

 

    

 

 

 

Total long-term debt obligations

     358,390        477,602  

Less — Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Total long-term debt obligations, net of current maturities

   $ 353,562      $ 475,364  
  

 

 

    

 

 

 

Quanta’s current maturities of long-term debt and short-term debt consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Short-term debt

   $ 2,735      $ 4,829  

Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Current maturities of long-term debt and short-term debt

   $ 7,563      $ 7,067  
  

 

 

    

 

 

 

Credit Facility

On December 18, 2015, Quanta entered into an amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility maturing on December 18, 2020. The entire amount available under the facility may be used by Quanta for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0 million of the facility may be used by certain subsidiaries of Quanta for revolving loans and letters of credit in certain alternative currencies. Up to $100.0 million of the facility may be used for swing line loans in U.S. dollars, up to $50.0 million of the facility may be used for swing line loans in Canadian dollars and up to $30.0 million of the facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, Quanta has the option to increase the revolving commitments by up to $400.0 million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.

 

As of December 31, 2016, Quanta had approximately $305.6 million of outstanding letters of credit and bank guarantees, $210.8 million of which were denominated in U.S. dollars and $94.8 million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. Quanta also had $351.3 million of outstanding revolving loans under the credit facility, $210.0 million of which were denominated in U.S. dollars and $141.3 million of which were denominated in Canadian dollars. The remaining $1.15 billion was available for revolving loans or new letters of credit or bank guarantees. Information on borrowings under Quanta’s credit facility and the applicable interest rates during the years ended December 31, 2016, 2015 and 2014 is as follows (dollars in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Maximum amount outstanding during the period

   $ 518,607     $ 606,753     $ 130,856  

Average daily amount outstanding under the credit facility

   $ 458,908     $ 258,815     $ 29,814  

Weighted-average interest rate

     2.1     1.8     2.7

Under the current credit agreement, amounts borrowed in U.S. dollars bear interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125%, as determined based on Quanta’s Consolidated Leverage Ratio (as described below), or (ii) the Base Rate (as described below) plus 0.125% to 1.125%, as determined based on Quanta’s Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125%, as determined based on Quanta’s Consolidated Leverage Ratio. Standby letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125%, based on Quanta’s Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275%, based on Quanta’s Consolidated Leverage Ratio. Quanta is also subject to a commitment fee of 0.20% to 0.40%, based on its Consolidated Leverage Ratio, on any unused availability under the credit agreement.

The Consolidated Leverage Ratio is the ratio of Quanta’s Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating Quanta’s Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0 million. The Base Rate equals the highest of (i) the Federal Funds Rate (as defined in the credit agreement) plus 0.5%, (ii) the prime rate publicly announced by Bank of America, N.A. and (iii) the Eurocurrency Rate plus 1.00%.

Subject to certain exceptions, the credit agreement is secured by substantially all the assets of Quanta and Quanta’s wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of Quanta’s wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of Quanta’s wholly owned U.S. subsidiaries. Quanta’s wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time Quanta maintains an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc.).

The credit agreement contains certain covenants, including a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement). The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on Quanta’s assets. The credit agreement allows cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii) continued compliance with the financial covenants in the credit agreement; and (iii) at least $100.0 million of availability under the credit agreement and/or cash and cash equivalents on hand. As of December 31, 2016, Quanta was in compliance with all of the covenants in the credit agreement.

The credit agreement provides for customary events of default and contains cross-default provisions with Quanta’s underwriting, continuing indemnity and security agreement with its sureties and all of Quanta’s other debt instruments exceeding $100.0 million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that Quanta provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.

Prior to the amendment and restatement of Quanta’s credit agreement on December 18, 2015 and after April 1, 2014, amounts borrowed bore interest at the same rates as above, and Quanta was subject to the same commitment fees as above. Prior to April 1, 2014, amounts borrowed in U.S. dollars bore interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate plus 1.25%, or (ii) the Base Rate plus 0.25%, and amounts borrowed as revolving loans in any currency other than U.S. dollars bore interest at a rate equal to the Eurocurrency Rate plus 1.25%. Prior to April 1, 2014, standby letters of credit issued under the credit agreement were also subject to a letter of credit fee of 1.25%, Performance Letters of Credit issued in support of certain contractual obligations were subject to a letter of credit fee of 0.75%, and Quanta was also subject to a commitment fee of 0.20% on any unused availability under the credit agreement.

XML 35 R18.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes
12 Months Ended
Dec. 31, 2016
Income Tax Disclosure [Abstract]  
Income Taxes
10. INCOME TAXES:

The components of income (loss) from continuing operations before income taxes were as follows (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Income (loss) from continuing operations before income taxes:

        

Domestic

   $ 349,959      $ 244,955      $ 263,357  

Foreign

     (42,273      (16,280      163,242  
  

 

 

    

 

 

    

 

 

 

Total

   $ 307,686      $ 228,675      $ 426,599  
  

 

 

    

 

 

    

 

 

 

The components of the provision for income taxes for continuing operations were as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Current:

      

Federal

   $ 106,316     $ 85,830     $ 67,430  

State

     11,549       9,783       8,693  

Foreign

     5,076       21,262       39,978  
  

 

 

   

 

 

   

 

 

 

Total current tax provision

     122,941       116,875       116,101  

Deferred:

      

Federal

     (264     (5,247     11,507  

State

     (923     917       2,232  

Foreign

     (14,508     (15,073     9,167  
  

 

 

   

 

 

   

 

 

 

Total deferred tax provision (benefit)

     (15,695     (19,403     22,906  
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 

 

The actual income tax provision differed from the income tax provision computed by applying the U.S. federal statutory corporate rate to income from continuing operations before provision for income taxes as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Provision at the statutory rate

   $ 107,690     $ 80,036     $ 149,697  

Increases (decreases) resulting from —

      

State taxes

     6,479       7,241       7,890  

Foreign taxes

     1,860       1,239       (13,059

Contingency reserves, net

     (13,540     4,438       (650

Production activity deduction

     (8,586     (6,871     (6,033

Employee per diems, meals and entertainment

     8,764       8,727       9,817  

Taxes on unincorporated joint ventures

     (656     (3,838     (6,429

Asset impairments

     1,909       7,047       —    

Other

     3,326       (547     (2,226
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and tax purposes. The tax effects of these temporary differences, representing deferred tax assets and liabilities, result principally from the following (in thousands):

 

     December 31,  
     2016     2015  

Deferred income tax liabilities:

    

Property and equipment

   $ (214,902   $ (189,793

Goodwill

     (83,097     (69,059

Other intangibles

     (33,566     (36,565

Other book/tax accounting method differences

     (41,241     (61,095
  

 

 

   

 

 

 

Total deferred income tax liabilities

     (372,806     (356,512
  

 

 

   

 

 

 

Deferred income tax assets:

    

Accruals and reserves

     21,681       25,070  

Accrued insurance

     79,630       75,591  

Stock and incentive compensation and pension withdrawal liabilities

     58,744       52,009  

Net operating loss carryforwards

     37,362       27,255  

Other

     7,546       10,894  
  

 

 

   

 

 

 

Subtotal

     204,963       190,819  

Valuation allowance

     (14,991     (16,141
  

 

 

   

 

 

 

Total deferred income tax assets

     189,972       174,678  
  

 

 

   

 

 

 

Total net deferred income tax liabilities

   $ (182,834   $ (181,834
  

 

 

   

 

 

 

 

The net deferred income tax assets and liabilities were comprised of the following (in thousands):

 

     December 31,  
     2016      2015  

Deferred income taxes:

     

Assets

   $ 10,000      $ 4,657  

Liabilities

     (192,834      (186,491
  

 

 

    

 

 

 

Total net deferred income tax liabilities

   $ (182,834    $ (181,834
  

 

 

    

 

 

 

The valuation allowance for deferred income tax assets at December 31, 2016, 2015 and 2014 was $15.0 million, $16.1 million and $13.0 million, respectively. These valuation allowances relate to foreign net operating loss carryforwards, state net operating loss carryforwards and foreign tax credit carryforwards. The net change in the total valuation allowance for each of the years ended December 31, 2016, 2015 and 2014 was a decrease of $1.1 million, an increase of $3.1 million and a decrease of $0.3 million, respectively. The valuation allowance was established primarily as a result of uncertainty in Quanta’s outlook as to future taxable income in particular tax jurisdictions. Quanta believes it is more likely than not that it will realize the benefit of its deferred tax assets net of existing valuation allowances.

At December 31, 2016, Quanta had state and foreign net operating loss carryforwards, the tax effect of which was approximately $40.2 million. These carryforwards will expire as follows: 2017, $0.7 million; 2018, $0.4 million; 2019, $0.8 million; 2020, $0.5 million; 2021, $0.5 million and $37.3 million thereafter. A valuation allowance of $12.6 million has been recorded against certain foreign and state net operating loss carryforwards.

Through December 31, 2016, Quanta has not provided U.S. income taxes on approximately $298.8 million of unremitted foreign earnings. If Quanta was to repatriate cash that is indefinitely reinvested outside the U.S., it could be subject to additional U.S income and foreign withholding taxes. Because of the number and variability of assumptions required, it is not practicable to determine the amount of any additional U.S. tax liability that may result if Quanta decides to no longer indefinitely reinvest foreign earnings outside the U.S. If Quanta’s intentions or U.S. tax laws change in the future, there may be a significant negative impact on the provision for income taxes and cash flows as a result of recording an incremental tax liability in the period such change occurs.

A reconciliation of unrecognized tax benefit balances is as follows (in thousands):

 

     December 31,  
     2016     2015     2014  

Balance at beginning of year

   $ 54,541     $ 50,668     $ 48,306  

Additions based on tax positions related to the current year

     4,227       5,340       9,133  

Additions for tax positions of prior years

     2,048       292       2,438  

Reductions for tax positions of prior years

     (1,948     (132     —    

Reductions for audit settlements

     (180     (1,345     —    

Reductions resulting from a lapse of the applicable statute of limitations periods

     (23,448     (282     (9,209
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   $ 35,240     $ 54,541     $ 50,668  
  

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2016, the $23.4 million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 through 2012 tax years. For the year ended December 31, 2015, the $0.3 million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2004 tax year. For the year ended December 31, 2014, the $9.2 million reduction was primarily due to the expiration of certain federal and state statute of limitations periods for the 2010 tax year.

The balances of unrecognized tax benefits, the amount of related interest and penalties and what Quanta believes to be the range of reasonably possible changes in the next 12 months are as follows (in thousands):

 

    December 31,  
    2016     2015     2014  

Unrecognized tax benefits

  $ 35,240     $ 54,541     $ 50,668  

Portion that, if recognized, would reduce tax expense and effective tax rate

    33,128       48,312       42,952  

Accrued interest on unrecognized tax benefits

    5,539       8,750       6,304  

Accrued penalties on unrecognized tax benefits

    650       673       697  

Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months

  $ 0 to $12,332     $ 0 to $27,485     $ 0 to $10,221  

Portion that, if recognized, would reduce tax expense and effective tax rate

  $ 0 to $10,983     $ 0 to $24,009     $ 0 to $8,484  

Quanta classifies interest and penalties within the provision for income taxes. Quanta recognized interest income of $3.2 million, interest expense of $2.4 million and interest expense of $0.5 million in the provision for income taxes for the years ended December 31, 2016, 2015 and 2014, respectively.

Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta’s Canadian subsidiaries remain open to examination by the Canada Revenue Agency for tax years 2010 through 2014 as these statute of limitations periods have not yet expired. Quanta does not consider any state in which it does business to be a major tax jurisdiction.

XML 36 R19.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Equity
11. EQUITY:

Exchangeable Shares and Series F and Series G Preferred Stock

In connection with certain Canadian acquisitions, the former owners of the acquired companies received exchangeable shares of certain Canadian subsidiaries of Quanta, which may be exchanged at the option of the holders for Quanta common stock on a one-for-one basis. The holders of exchangeable shares can make an exchange only once in any calendar quarter and must exchange a minimum of either 50,000 shares or, if less, the total number of remaining exchangeable shares registered in the name of the holder making the request. Additionally, in connection with two of such acquisitions, Quanta issued one share of Quanta Series F preferred stock and one share of Quanta Series G preferred stock (the Preferred Stock) to voting trusts on behalf of the respective holders of the exchangeable shares issued in such acquisitions. Each share of the Preferred Stock provides the holders of such exchangeable shares voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding at that time.

The holders of exchangeable shares associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to voting, dividends and other economic rights. The holders of exchangeable shares not associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to dividends and other economic rights but do not have voting rights.

 

During 2016, 2015 and 2014, 0.4 million, 0.4 million and no exchangeable shares were exchanged for Quanta common stock. As of December 31, 2016, both shares of the Preferred Stock remained outstanding and 6.5 million exchangeable shares remained outstanding, of which 3.9 million were associated with the Preferred Stock.

Treasury Stock

Retirement of Treasury Stock

Effective December 1, 2016, Quanta retired 84.8 million shares of treasury stock. These retired shares were restored to the status of authorized and unissued shares as permitted by Delaware law. The retired stock had a carrying value of approximately $1.95 billion. In accordance with Quanta’s policy, Quanta recorded the formal retirement of treasury stock by deducting the par value from common stock and the excess of cost over par value from additional paid-in capital.

Shares withheld for tax withholding obligations

Under the stock incentive plans described in Note 12, the tax withholding obligations of employees upon vesting of restricted stock and RSUs settled in common stock are typically satisfied by Quanta making such tax payments and withholding the number of vested shares having a value on the date of vesting equal to the tax withholding obligation. For the settlement of these employee tax liabilities, Quanta withheld 0.4 million shares of Quanta common stock during the year ended December 31, 2016, with a total market value of $8.3 million, 0.4 million shares of Quanta common stock during the year ended December 31, 2015 with a total market value of $10.4 million, and 0.4 million shares of Quanta common stock during the year ended December 31, 2014 with a total market value of $12.3 million. These shares and the related costs to acquire them were accounted for as adjustments to the balance of treasury stock.

Notional amounts recorded related to deferred compensation plans

Additionally, Quanta records an amount to treasury stock with an offsetting amount to additional paid in capital for RSUs that vest and are deferred under Quanta’s deferred compensation plans, which are further described in Note 13, but no shares were recorded as treasury stock shares since the Quanta common stock had not yet been issued. Distributions of Quanta common stock from the deferred compensation plans are recorded as a reversal of the original entry between treasury stock and additional paid-in capital. The net amounts recorded to treasury stock related to the deferred compensation plans during the years ended December 31, 2016, 2015 and 2014 were $6.8 million, $6.6 million and $0.9 million, respectively, for an aggregate $14.3 million included in treasury stock at December 31, 2016.

Stock repurchases

During the third quarter of 2015, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through February 28, 2017, up to $1.25 billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta’s board of directors at any time at its sole discretion and without notice. During 2015, Quanta repurchased 19.2 million shares of its common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.

 

Also during the third quarter of 2015, Quanta entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of its common stock. The fair market value of these 25.7 million shares at the time of delivery was approximately $600.0 million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September 30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta’s earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to additional paid-in capital (APIC) during the quarter ended September 30, 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April 12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, Quanta received 9.4 million additional shares of its common stock from JPMorgan. As of December 31, 2016, Quanta had repurchased 54.3 million shares of its common stock at a cost of $1.20 billion, and approximately $50.1 million remained available under the 2015 Repurchase Program.

During the fourth quarter of 2013, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through December 31, 2016, up to $500.0 million of its outstanding common stock. During the year ended December 31, 2015, Quanta repurchased 14.3 million shares of its common stock at a cost of $406.5 million in the open market and completed this program.

Other

Under Delaware corporate law, treasury stock is not counted for quorum purposes or entitled to vote.

Non-controlling Interests

Quanta holds investments in several joint ventures that provide infrastructure services under specific customer contracts. Quanta has determined that certain of these joint ventures are VIEs, with Quanta providing the majority of the infrastructure services to the joint venture, which management believes most significantly influences the economic performance of the joint venture. Management has concluded that Quanta is the primary beneficiary of each of the joint ventures determined to be VIEs and has accounted for each on a consolidated basis. The other parties’ equity interests in these joint ventures have been accounted for as non-controlling interests in the consolidated financial statements. Income attributable to the other joint venture members in the amounts of $1.7 million, $10.9 million and $18.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, has been accounted for as a reduction of net income in deriving net income attributable to common stock. Equity in the consolidated assets and liabilities of these joint ventures that is attributable to the other joint venture members has been accounted for as non-controlling interests within total equity in the accompanying balance sheets.

The carrying value of the investments held by Quanta in all of its VIEs was approximately $3.3 million and $2.3 million at December 31, 2016 and 2015. The carrying value of investments held by the non-controlling interests in these variable interest entities at December 31, 2016 and 2015 was $3.3 million and $2.3 million. During the years ended December 31, 2016, 2015 and 2014, distributions to non-controlling interests were $0.8 million, $21.2 million and $14.4 million. There were also contributions received from a joint venture partner of $2.3 million during the year ended December 31, 2015. There were no other changes in equity as a result of transfers to/from the non-controllinginterests during the years ended December 31, 2016, 2015 and 2014. See Note 15 for further disclosures related to Quanta’s joint venture arrangements.

 

XML 37 R20.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Equity-Based Compensation
12. EQUITY-BASED COMPENSATION:

Stock Incentive Plans

On May 19, 2011, Quanta’s stockholders approved the 2011 Omnibus Equity Incentive Plan (the 2011 Plan). The 2011 Plan provides for the award of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, RSUs, stock bonus awards, performance compensation awards (including performance units and cash bonus awards) or any combination of the foregoing. The purpose of the 2011 Plan is to attract and retain key personnel and provide participants with additional performance incentives by increasing their proprietary interest in Quanta. Employees, directors, officers, consultants or advisors of Quanta or its affiliates are eligible to participate in the 2011 Plan, as are prospective employees, directors, officers, consultants or advisors of Quanta who have agreed to serve Quanta in those capacities. An aggregate of 11,750,000 shares of Quanta common stock may be issued pursuant to awards granted under the 2011 Plan.

Additionally, pursuant to the Quanta Services, Inc. 2007 Stock Incentive Plan (the 2007 Plan), which was adopted on May 24, 2007, Quanta may award restricted stock, incentive stock options and non-qualified stock options to eligible employees, directors, and certain consultants and advisors. An aggregate of 4,000,000 shares of common stock may be issued pursuant to awards granted under the 2007 Plan. Quanta also has a Restricted Stock Unit Plan (the RSU Plan), pursuant to which RSUs may be awarded to certain employees and consultants of Quanta’s Canadian operations.

The 2011 Plan, the 2007 Plan and the RSU Plan, together with certain plans assumed by Quanta in acquisitions, are referred to as the Plans.

The Plans are administered by the Compensation Committee of the Board of Directors of Quanta. The Compensation Committee has, subject to applicable regulation and the terms of the Plans, the authority to grant awards under the Plans, to construe and interpret the Plans and to make all other determinations and take any and all actions necessary or advisable for the administration of the Plans. The Board also delegated to the Equity Grant Committee, a committee of the Board consisting of one or more directors, the authority to grant limited awards to eligible persons who are not executive officers or non-employee directors.

Restricted Stock and RSUs to be Settled in Common Stock

During the years ended December 31, 2016, 2015 and 2014, Quanta granted 1.8 million, 1.3 million and 1.4 million shares of RSUs to be settled in common stock under the Plans with weighted average grant date fair values of $22.22, $27.64 and $35.08 per share, respectively. The grant date fair value for awards of restricted stock and RSUs to be settled in common stock is based on the market value of Quanta common stock on the date of grant. Restricted stock and RSU awards to be settled in common stock are subject to forfeiture, restrictions on transfer and certain other conditions until vesting, which generally occurs in equal installments over a two-year or three-year period following the date of grant. During the restriction period, holders of restricted stock are entitled to vote and receive dividends on such shares.

During the years ended December 31, 2016, 2015 and 2014, vesting activity consisted of 1.4 million, 1.3 million and 1.1 million shares of restricted stock and RSUs settled in common stock with an approximate fair value at the time of vesting of $28.9 million, $35.9 million and $37.5 million, respectively.

 

A summary of the activity for restricted stock and RSUs to be settled in common stock for the year ended December 31, 2016 is as follows (shares in thousands):

 

     Shares      Weighted
Average
Grant Date
Fair Value
(Per share)
 

Unvested at January 1, 2016

     2,377      $ 30.36  

Granted

     1,846      $ 22.22  

Vested

     (1,369    $ 29.58  

Forfeited

     (143    $ 25.93  
  

 

 

    

Unvested at December 31, 2016

     2,711      $ 25.45  
  

 

 

    

During the years ended December 31, 2016, 2015 and 2014, Quanta recognized $39.6 million, $33.3 million and $35.0 million of non-cash stock compensation expense related to restricted stock and RSUs to be settled in common stock. As of December 31, 2016, there was approximately $29.8 million of total unrecognized compensation cost related to unvested RSUs to be settled in common stock granted to both employees and non-employees. This cost is expected to be recognized over a weighted average period of 1.52 years.

Performance Units to be Settled in Common Stock

Performance units awarded pursuant to the 2011 Plan provide for the issuance of shares of common stock upon vesting. These performance units cliff-vest at the end of a three-year performance period based on achievement of three-year company financial performance targets and strategic initiatives established by the Compensation Committee. The final amount of earned and vested performance units can range from 0% to 200% of the initial amount awarded based on the level of achievement of performance goals, as determined by Quanta’s Compensation Committee.

During the years ended December 31, 2016, 2015 and 2014, Quanta granted 0.3 million, 0.2 million and 0.1 million of performance units to be settled in common stock under the 2011 Plan with a weighted average grant date fair value of $22.86, $28.16 and $35.20 per share. The grant date fair value for awards of performance units to be settled in common stock is based on the market value of Quanta common stock on the date of grant applied to the total number of performance units that Quanta anticipates will become earned and vest. This fair value is expensed ratably over the vesting term and is adjusted for fair value changes so that the expense recognized for each award is equivalent to the fair value of the final number of earned and vested performance units. During the years ended December 31, 2016, 2015 and 2014, Quanta recognized $3.2 million, $3.6 million and $2.4 million in compensation expense associated with performance units to be settled in common stock. During the years ended December 31, 2016, 2015 and 2014, no performance units vested, and no shares of common stock were issued in connection with performance units.

RSUs to be Settled in Cash

Certain RSUs granted by Quanta under the Plans are settled solely in cash. These cash-settled RSUs are intended to provide plan participants with cash performance incentives that are substantially equivalent to the risks and rewards of equity ownership in Quanta, typically vest in equal installments over a two-year or three-year period following the date of grant, and are subject to forfeiture under certain conditions, primarily termination of service. Additionally, subject to certain restrictions, Quanta’s non-employee directors may elect to cash settle a portion of their RSU awards, which generally vest upon conclusion of the director service year. For all RSUs settled in cash, the holders receive for each vested RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement.

Compensation expense related to RSUs to be settled in cash was $7.0 million, $4.0 million and $3.9 million for the years ended December 31, 2016, 2015 and 2014. Such expense is recorded in selling, general and administrative expenses. RSUs that are anticipated to be settled in cash are not included in the calculation of earnings per share, and the estimated earned value of such RSUs is classified as a liability. Quanta paid $4.6 million, $4.2 million and $3.1 million to settle liabilities related to cash-settled RSUs in the years ended December 31, 2016, 2015 and 2014, respectively. Accrued liabilities for the estimated earned value of outstanding RSUs to be settled in cash were $5.1 million and $2.7 million at December 31, 2016 and 2015.

 

XML 38 R21.htm IDEA: XBRL DOCUMENT v3.6.0.2
Employee Benefit Plans
12 Months Ended
Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]  
Employee Benefit Plans
13. EMPLOYEE BENEFIT PLANS:

Unions’ Multiemployer Pension Plans

Quanta contributes to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements with various unions that represent certain of Quanta’s employees. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. Quanta may also have additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. In the fourth quarter of 2011, Quanta recorded a partial withdrawal liability related to the withdrawal by certain Quanta subsidiaries from the Central States, Southeast and Southwest Areas Pension Plan (Central States Plan) following an amendment to the applicable collective bargaining agreement which eliminated their obligations to contribute to the Central States Plan. During the first quarter of 2014, Quanta recorded an adjustment to cost of services to increase the recognized withdrawal liability. Additional information regarding this withdrawal, as well as the withdrawal from the Central States Plan of a company acquired by Quanta in the fourth quarter of 2013, is provided in Collective Bargaining Agreements in Note 15.

The Pension Protection Act of 2006 (PPA) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

The following table summarizes plan information relating to Quanta’s participation in multiemployer defined benefit pension plans, including company contributions for the last three years, the status under the PPA of the plans and whether the plans are subject to a funding improvement or rehabilitation plan or contribution surcharges. The most recent PPA zone status available in 2016 and 2015 relates to the plan’s fiscal year-end in 2015 and 2014. Forms 5500 were not yet available for the plan years ending in 2016. The PPA zone status is based on information that Quanta received from the respective plans, as well as publicly available information on the U.S. Department of Labor website, and is certified by the plan’s actuary. Although multiple factors or tests may result in red zone or yellow zone status, plans in the red zone generally are less than 65 percent funded, plans in the yellow zone generally are less than 80 percent funded, and plans in the green zone generally are at least 80 percent funded. Under the PPA, red zone plans are classified as “critical” status, yellow zone plans are classified as “endangered” status and green zone plans are classified as neither “endangered” nor “critical” status. The “Subject to Financial Improvement/ Rehabilitation Plan” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The last column lists the expiration dates of Quanta’s collective-bargaining agreements to which the plans are subject. Total contributions to these plans correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects. Information has been presented separately for individually significant plans and in the aggregate for all other plans.

 

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
  Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
  Contributions (in thousands)     Surcharge
Imposed
  Expiration Date
of Collective
Bargaining
Agreement
    2016   2015     2016     2015     2014      

National Electrical Benefit Fund

    53-0181657-001     Green   Green   No   $ 22,912     $ 21,200     $ 20,758     No   Varies through
March 2020

Pipeline Industry Pension Fund

    73-6146433-001     Green   Green   No     6,954       6,087       6,280     No   June 2017

Central Pension Fund of the IUOE & Participating Employers

    36-6052390-001     Green   Green   No     5,668       5,677       7,847     No   Varies through
June 2017

Laborers Pension Trust Fund for Northern California

    94-6277608-001     Yellow   Yellow   Yes     3,805       2,603       1,357     Yes   June 2019

Eighth District Electrical Pension Fund

    84-6100393-001     Green   Green   No     3,089       2,544       2,192     No   Varies through
November 2018

Alaska Electrical Pension Plan

    92-6005171-001     Green   Green   No     2,701       639       68     No   Varies through
March 2017

IBEW Local 456 Pension Plan

    22-6238995-001     Green   Yellow   No     2,298       886       810     No   Varies through
December 2017

Plumbers and Pipefitters National Pension Fund

    52-6152779-001     Yellow   Yellow   Yes     1,666       850       197     No   June 2017

OE Pension Trust Fund

    94-6090764-001     Red   Red   Yes     1,508       1,264       991     Yes   Varies through
June 2020

Laborers National Pension Fund

    75-1280827-001     Green   Green   No     1,358       7,671       4,227     No   Varies through
June 2017

Operating Engineers Local 324 Pension Fund

    38-1900637-001     Red   Red   Yes     1,291       1,231       1,086     Yes   Varies through
April 2018

Alaska Laborers —Employers Retirement Fund

    91-6028298-001     Yellow   Yellow   Yes     1,216       181       —       No   January 2017

Local 697 IBEW and Electrical Industry Pension Fund

    51-6133048-001     Green   Yellow   No     1,207       1,066       200     Yes   May 2018

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
    Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
    Contributions (in thousands)     Surcharge
Imposed
    Expiration Date
of Collective
Bargaining
Agreement
 
    2016     2015       2016     2015     2014      

Laborers District Council of W PA Pension Fund

    25-6135576-001       Red       Red       Yes       876       21       —         Yes       June 2017  

Midwest Operating Engineers Pension Trust Fund

    36-6140097-001       Yellow       Yellow       Yes       793       3,294       497       Yes      
Varies through
June 2017
 
 

Alaska Teamster Employer Pension Plan

    92-6003463-024       Red       Red       Yes       659       513       516       Yes       January 2017  

Joint Pension Local Union 164 IBEW

    22-6031199-001       Yellow       Yellow       Yes       33       513       1,816       No       May 2017  

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

    36-3020872-001       Green       Yellow       No       —         300       1,307       No       N/A  

All other plans

            27,201       20,475       21,055      
         

 

 

   

 

 

   

 

 

     

Total

          $ 85,235     $ 77,015     $ 71,204      
         

 

 

   

 

 

   

 

 

     

Quanta’s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December 31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December 31, 2016.

 

Pension Fund

   Plan Years in which
Quanta
Contributions Were
Five Percent or More

of Total Plan
Contributions

Pipeline Industry Pension Fund

   2015 and 2014

Eighth District Electrical Pension Fund

   2015 and 2014

Laborers National Pension Fund

   2015 and 2014

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

   2015 and 2014

Local 697 IBEW and Electrical Industry Pension Fund

   2015

Local Union No. 9 IBEW and Outside Contractors Pension Fund

   2015

Alaska Plumbing and Pipefitting Industry Pension Fund

   2015

Teamsters National Pipe Line Pension Plan

   2015

Joint Pension Local Union 164 IBEW

   2014

In addition to the contributions made to multiemployer defined benefit pension plans noted above, Quanta also contributed to multiemployer defined contribution or other benefit plans on behalf of certain union employees. Contributions to union multiemployer defined contribution or other benefit plans by Quanta were approximately $139.3 million, $147.1 million and $129.0 million for the years ended December 31, 2016, 2015 and 2014. Total contributions made to all of these multiemployer plans for the years ended December 31, 2016, 2015 and 2014 correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects.

 

Quanta 401(k) Plan

Quanta maintains a 401(k) plan pursuant to which employees who are not provided retirement benefits through a collective bargaining agreement may make contributions through a payroll deduction. Quanta makes matching cash contributions of 100% of each employee’s contribution up to 3% of that employee’s salary and 50% of each employee’s contribution between 3% and 6% of such employee’s salary, up to the maximum amount permitted by law. Contributions to the 401(k) plan by Quanta were approximately $21.9 million, $17.7 million and $13.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Deferred Compensation Plans

Quanta maintains nonqualified deferred compensation plans pursuant to which non-employee directors and certain key employees, independent contractors and consultants may defer receipt of some or all of their cash compensation and/or settlement of their equity-based awards, subject to certain limitations. The plan covering key employees provides for employer matching contributions for certain officers and employees whose benefits under the 401(k) plan are limited by federal tax law. Quanta may also make discretionary employer contributions to that plan. Matching contributions and discretionary employer contributions are subject to a vesting schedule, provided that vesting accelerates upon a change in control and the participant’s death or retirement. All matching and discretionary employer contributions, whether vested or not, are forfeited upon a participant’s termination of employment for cause or upon the participant engaging in competition with Quanta or any of its affiliates.

Quanta made contributions to the deferred compensation plans of approximately $1.0 million, $1.0 million and $0.3 million during the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, $19.1 million and $11.7 million were included in other long-term liabilities and $17.9 million and $11.3 million were included in other long-term assets related to obligations under these plans and related company-owned life insurance policies. Individuals participating in these plans receive distributions of their respective balances based on predetermined payout schedules or other events and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan.

 

XML 39 R22.htm IDEA: XBRL DOCUMENT v3.6.0.2
Related Party Transactions
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
Related Party Transactions
14. RELATED PARTY TRANSACTIONS:

Certain of Quanta’s operating units have entered into related party lease arrangements for operational facilities, typically with prior owners of certain acquired businesses. These lease agreements generally have terms of up to approximately five years and include renewal options. Related party lease expense for the years ended December 31, 2016, 2015 and 2014 was approximately $8.7 million, $10.6 million and $8.5 million, respectively.

 

XML 40 R23.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
15. COMMITMENTS AND CONTINGENCIES:

Investments in Affiliates and Other Entities

As described in Note 11, Quanta holds investments in certain joint ventures with third parties for the purpose of providing infrastructure services under certain customer contracts. Losses incurred by these joint ventures are generally shared ratably based on the percentage ownership of the joint venture members. However, each member of the joint venture typically is jointly and severally liable for all of the obligations of the joint venture under the contract with the customer, and therefore can be liable for full performance of the contract with the customer. In circumstances where Quanta’s participation in a joint venture qualifies as a general partnership, the joint venture partners are jointly and severally liable for all of the obligations of the joint venture, including obligations owed to the customer or any other person or entity. Quanta is not aware of circumstances that would lead to future claims against it for material amounts in connection with these joint and several liabilities.

 

In the joint venture arrangements entered into by Quanta, typically each joint venturer indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement. It is possible, however, that Quanta could be required to pay or perform obligations in excess of its share if the other joint venturer failed or refused to pay or perform its share of the obligations. Quanta is not aware of circumstances that would lead to future claims against it for material amounts that would not be indemnified.

During 2014, a limited partnership in which Quanta is a partner was selected for an engineering, procurement and construction (EPC) electric transmission project to construct approximately 500 kilometers of transmission line and two 500 kV substations. Quanta will provide turnkey EPC services for the entire project. As of December 31, 2016, Quanta had made aggregate contributions to this unconsolidated affiliate of $13.5 million and had received $2.9 million as a return of capital. Also as of December 31, 2016, Quanta had outstanding additional capital commitments associated with investments in an unconsolidated affiliate related to this project as follows (in thousands):

 

     Capital Commitments  

Year Ending December 31:

  

2017 (1)

   $ 33,771  

2018

     —    

2019

     23,567  
  

 

 

 

Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project

   $ 57,338  
  

 

 

 

 

(1) A return of capital from unconsolidated affiliates of approximately $42.1 million is anticipated in August 2017 and is not included in these amounts.

Additionally, as of December 31, 2016, Quanta had outstanding capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of approximately $20.5 million, $0.3 million of which is expected to be paid in the first quarter of 2017. The remaining $20.2 million of these capital commitments is anticipated to be paid by May 31, 2022.

Leases

Quanta leases certain land, buildings and equipment under non-cancelable lease agreements, including related party leases as discussed in Note 14. The terms of these agreements vary from lease to lease, including some with renewal options and escalation clauses. The following schedule shows the future minimum lease payments under these leases as of December 31, 2016 (in thousands):

 

     Operating Leases  

Year Ending December 31:

  

2017

   $ 99,677  

2018

     67,034  

2019

     44,216  

2020

     25,444  

2021

     13,761  

Thereafter

     16,331  
  

 

 

 

Total minimum lease payments

   $ 266,463  
  

 

 

 

 

Rent expense related to operating leases was approximately $242.3 million, $208.5 million and $161.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Quanta has guaranteed the residual value on certain of its equipment operating leases. Quanta has agreed to pay any difference between this residual value and the fair market value of the underlying asset at the date of termination of the leases. At December 31, 2016, the maximum guaranteed residual value was approximately $556.5 million. Quanta believes that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that significant payments will not be required in the future.

Committed Expenditures

Quanta has capital commitments for the expansion of its vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of December 31, 2016, Quanta issued approximately $22.4 million of production orders with expected delivery dates in 2017. Although Quanta has committed to purchase these vehicles at the time of their delivery, Quanta anticipates that these orders will be assigned to third party leasing companies and made available to Quanta under certain of its master equipment lease agreements, thereby releasing Quanta from its capital commitments.

Legal Proceedings

Quanta is from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, Quanta records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, Quanta discloses matters for which management believes a material loss is at least reasonably possible. Except as otherwise stated below, none of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on Quanta’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Lorenzo Benton v. Telecom Network Specialists, Inc., et al. In June 2006, plaintiff Lorenzo Benton filed a class action complaint in the Superior Court of California, County of Los Angeles, alleging various wage and hour violations against Telecom Network Specialists (TNS), a former subsidiary of Quanta. Quanta retained liability associated with this matter pursuant to the terms of Quanta’s sale of TNS in December 2012. Benton seeks to represent a class of workers that includes all persons who worked on certain TNS projects, including individuals that TNS retained through numerous staffing agencies. The plaintiff class in this matter is seeking damages for unpaid wages, penalties associated with the failure to provide meal and rest periods and overtime wages, interest and attorneys’ fees. In September 2015, the trial court certified the class as to workers from the various staffing companies at issue. In January 2017, the trial court granted a summary judgment motion filed by the plaintiff class and found that TNS was a joint employer of the class members and that it failed to provide adequate meal and rest breaks and failed to pay overtime wages. Quanta believes this decision is not in line with controlling law, is in the process of appealing and continues to contest liability in this matter.

Additionally, in November 2007, TNS filed cross complaints for indemnity and breach of contract against the staffing agencies, which employed many of the individuals in question. In December 2012, the trial court heard cross-motions for summary judgment filed by TNS and the staffing agencies pertaining to TNS’s demand for indemnity. The court denied TNS’s motion and granted the motions filed by the staffing agencies. TNS appealed the court’s ruling, and in April 2015, the California Appellate Court reversed the trial court’s decision, vacated its award of attorneys’ fees, and instructed the trial court to reconsider its earlier ruling on TNS’s indemnity claims. In February 2017, the court denied a new motion for summary judgment filed by the staffing companies and stated that the staffing companies were liable to TNS for any damages owed to the class members that the staffing companies employed.

Based on review and analysis of the trial court’s rulings, Quanta does not believe, at this time, that it is probable this matter will result in a material loss. However, the final amount of liability, if any, payable in connection with this matter remains the subject of pending litigation and will ultimately depend on various factors, including the outcome of Quanta’s appeal of the trial court’s ruling and the solvency of the staffing agencies. Quanta believes the range of reasonably possible loss upon final resolution of this matter is up to $23 million.

SEC Notice. On March 10, 2014, the SEC notified Quanta of an inquiry into certain aspects of Quanta’s activities in certain foreign jurisdictions, including South Africa and the United Arab Emirates. The SEC also requested that Quanta take necessary steps to preserve and retain categories of relevant documents, including those pertaining to Quanta’s U.S. Foreign Corrupt Practices Act compliance program. The SEC did not allege any violations of law by Quanta or its employees. On October 27, 2016, the SEC notified Quanta that it had concluded its investigation and, based on the information received, did not intend to pursue further action in connection with this inquiry.

Sunrise Powerlink Arbitration. On April 21, 2010, PAR Electrical Contractors, Inc. (PAR), one of Quanta’s wholly owned subsidiaries, entered into a contract with SDG&E to construct a 117-mile electrical transmission line in Imperial and San Diego Counties, California, known as the Sunrise Powerlink project. In October 2013, Quanta initiated arbitration proceedings against SDG&E alleging breach of contract and seeking compensation for additional costs incurred on the project. SDG&E filed a counterclaim for breach of contract seeking damages for PAR’s alleged untimely performance. In December 2014, the parties reached an agreement to dismiss the arbitration. The settlement terms provided for a cash payment by SDG&E to PAR in the amount of $65 million, representing the final amount to compensate PAR for substantially all of the unpaid portion of PAR’s costs incurred on the project. In January 2015, payment was received and the arbitration was dismissed.

For additional information regarding other pending legal proceedings, see Collective Bargaining Agreements in this Note 15.

Concentrations of Credit Risk

Quanta is subject to concentrations of credit risk related primarily to its cash and cash equivalents and its net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of Quanta’s cash and cash equivalents are managed by what it believes to be high credit quality financial institutions. In accordance with Quanta’s investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what Quanta believes to be high quality investments, which consist primarily of interest-bearing demand deposits, money market investments, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although Quanta does not currently believe the principal amount of these investments is subject to any material risk of loss, changes in economic conditions could impact the interest income Quanta receives from these investments. In addition, Quanta grants credit under normal payment terms, generally without collateral, to its customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, Quanta is subject to potential credit risk related to changes in business and economic factors throughout the United States, Canada and Australia, which may be heightened as a result of uncertain economic and financial market conditions that have existed in recent years. However, Quanta generally has certain statutory lien rights with respect to services provided. Historically, some of Quanta’s customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose Quanta to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services Quanta has performed.

At December 31, 2016 and 2015, one customer within Quanta’s Electric Power Infrastructure Services segment accounted for approximately 16% and 12% of Quanta’s consolidated net receivable position. At December 31, 2016 and 2015, the net receivable position for this customer was $277.3 million and $195.2 million, which included $175.9 million and $83.9 million of costs and estimated earnings in excess of billings on uncompleted contracts. These balances were associated with invoicing challenges and billing delays on two related electric transmission projects located in remote regions of northeastern Canada that resulted from extensive quality assurance documentation and administrative requirements. Quanta continues to work collaboratively with the customer to improve these processes. The net receivable position also includes change orders and claims that were in the process of being negotiated in the normal course of business. No other customers represented 10% or more of Quanta’s consolidated net receivable position as of December 31, 2016 or 2015. No customers represented 10% or more of Quanta’s revenues for the years ended December 31, 2016, 2015 and 2014.

Self-Insurance

As discussed in Note 2, Quanta is insured for employer’s liability, workers’ compensation, auto liability, general liability and group health claims. As of December 31, 2016 and 2015, the gross amount accrued for insurance claims totaled $218.2 million and $209.0 million, with $162.0 million and $153.5 million considered to be long-term and included in other non-current liabilities. Related insurance recoveries/receivables as of December 31, 2016 and 2015 were $8.7 million and $8.6 million, of which $0.4 million and $0.6 million were included in prepaid expenses and other current assets and $8.3 million and $8.0 million were included in other assets, net.

Letters of Credit

Certain of Quanta’s vendors require letters of credit to ensure reimbursement for amounts they are disbursing on its behalf, such as to beneficiaries under its self-funded insurance programs. In addition, from time to time, certain customers require Quanta to post letters of credit to ensure payment to its subcontractors and vendors and to guarantee performance under its contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to Quanta’s credit facility. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder demonstrates that Quanta has failed to perform specified actions. If this were to occur, Quanta would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, Quanta may also be required to record a charge to earnings for the reimbursement. Quanta does not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.

 

As of December 31, 2016, Quanta had $305.6 million in outstanding letters of credit and bank guarantees under its credit facility to secure its casualty insurance program and various contractual commitments. These are irrevocable stand-by letters of credit with maturities generally expiring at various times throughout 2017. Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent one-year periods.

Performance Bonds and Parent Guarantees

In certain circumstances, Quanta is required to provide performance bonds in connection with its contractual commitments. Quanta has indemnified its sureties for any expenses paid out under these performance bonds. These performance bonds expire at various times ranging from mechanical completion of the related projects to a period extending beyond contract completion in certain circumstances, and as such a determination of maximum potential amounts outstanding requires the use of certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon the mix and level of Quanta’s bonded operating activity. As of December 31, 2016, the total amount of the outstanding performance bonds was estimated to be approximately $3.4 billion. Quanta’s estimated maximum exposure as it relates to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of its commitments under the performance bonds generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $1.2 billion as of December 31, 2016.

Additionally, from time to time, Quanta guarantees the obligations of its wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease obligations and, in some states, obligations in connection with obtaining contractors’ licenses. Quanta is not aware of any material obligations for performance or payment asserted against it under any of these guarantees.

Employment Agreements

Quanta has various employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of Quanta, and Quanta may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined change in control events.

Collective Bargaining Agreements

Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. From time to time, Quanta is a party to grievance actions based on claims arising out of the collective bargaining agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at any time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict its union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.

 

The PPA also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

Quanta may be subject to additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. For example, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if other participating employers cease to contribute or withdraw, with the reallocation of liability being more acute in cases when a withdrawn employer is insolvent or otherwise fails to pay its withdrawal liability. Other than as described below, Quanta is not aware of any material amounts of withdrawal liability that have been incurred as a result of a withdrawal by any of Quanta’s operating units from any multiemployer defined benefit pension plans.

2011 Central States Plan Withdrawal Liability. In the fourth quarter of 2011, certain Quanta subsidiaries withdrew from the Central States Plan. This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers’ obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain Quanta subsidiaries. Because certain other Quanta subsidiaries continued participation in the Central States Plan into 2012, the Quanta subsidiaries’ withdrawals in 2011 effected only a partial withdrawal on behalf of Quanta for 2011. Quanta believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. Quanta and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain additional Quanta subsidiaries continued participation in the Central States Plan into 2012, Quanta believes that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December 30, 2012 for all Quanta subsidiaries.

In connection with the partial withdrawal in 2011, Quanta recorded a withdrawal liability of approximately $32.6 million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus Quanta’s partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided Quanta with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6 million and requiring Quanta to make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court’s previous ruling which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming a partial withdrawal liability in the amount of $32.9 million.

Separately, in December 2013, the Central States Plan filed lawsuits against two of Quanta’s other subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central States Plan pursuant to the collective bargaining agreement under which it participated. Quanta argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by the Quanta subsidiary to a new industry fund created after Quanta withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended the withdrawal date for this subsidiary to at least the end of 2013. Quanta disputed these allegations on the basis that it properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which it participated and asserted that it terminated its obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in favor of Quanta. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.

The ultimate liability associated with the complete withdrawal of Quanta’s subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In March 2014, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios from 2011 through 2014 could range between $40.1 million and $55.4 million, which Quanta believes to be the range of reasonably possible loss for this matter. Additionally, based on those estimates and allowing for the exclusion of amounts believed by management to have been improperly included in such estimate, Quanta recorded an adjustment to cost of services during the three months ended March 31, 2014 to increase the recognized withdrawal liability to an amount within the range communicated to Quanta by the Central States Plan. Given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense Quanta had recognized through December 31, 2016. Although Quanta disputes the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of December 31, 2016, Quanta had made payments totaling $17.5 million toward the withdrawal liability assessment.

2013 Central States Plan Withdrawal Liability. On October 9, 2013, Quanta acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9 million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, Quanta recorded an initial liability of $4.8 million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8 million. Although Quanta continues to dispute the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of this revised Notice and Demand while the parties determine the final withdrawal liability. As of December 31, 2016, payments totaling $3.5 million had been made toward the withdrawal liability assessment.

The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company’s withdrawal from the Central States Plan is not expected to have a material impact on Quanta’s financial condition, results of operations or cash flows.

Indemnities

Quanta generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject Quanta to indemnity claims and liabilities and related litigation. Additionally, in connection with certain acquisitions and dispositions, Quanta has indemnified various parties against specified liabilities that those parties might incur in the future. The indemnities under acquisition or disposition agreements are usually contingent upon the other party incurring liabilities that reach specified thresholds. As of December 31, 2016, except as otherwise set forth above in Legal Proceedings, Quanta does not believe any material liabilities for claims exist against it in connection with any of these indemnity obligations.

In the normal course of Quanta’s acquisition transactions, Quanta obtains rights to indemnification from the sellers or former owners of acquired companies for certain risks, liabilities and obligations arising from their prior operations, such as performance, operational, safety, workforce or tax issues, some of which Quanta may not have discovered during due diligence. However, the indemnities may not cover all of Quanta’s exposure for such pre-acquisition matters, and the indemnitors may be unwilling or unable to pay the amounts owed to Quanta. Accordingly, Quanta may incur expenses for which it is not reimbursed. Quanta is currently in the process of identifying certain pre-acquisition obligations associated with non-U.S. payroll taxes that may be due from a business acquired by Quanta in 2013. As of December 31, 2016, Quanta had recorded $11.4 million as its best estimate of the pre-acquisition tax obligations and a corresponding indemnification asset, as management expects to recover from the indemnity counterparties any amounts that Quanta may be required to pay in connection with any such obligations.

 

XML 41 R24.htm IDEA: XBRL DOCUMENT v3.6.0.2
Segment Information
12 Months Ended
Dec. 31, 2016
Segment Reporting [Abstract]  
Segment Information
16. SEGMENT INFORMATION:

Quanta presents its operations under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally based on the broad end-user markets for Quanta’s services. See Note 1 for additional information regarding Quanta’s reportable segments.

Quanta’s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta’s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta’s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units’ predominant type of work.

Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta’s market strategies. These classifications of Quanta’s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta’s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.

 

In addition, Quanta’s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.

Summarized financial information for Quanta’s reportable segments is presented in the following table (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues:

        

Electric Power Infrastructure

   $ 4,850,495      $ 4,937,289      $ 5,302,671  

Oil and Gas Infrastructure

     2,800,824        2,635,147        2,444,558  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 7,651,319      $ 7,572,436      $ 7,747,229  
  

 

 

    

 

 

    

 

 

 

Operating income (loss):

        

Electric Power Infrastructure

   $ 395,745      $ 362,328      $ 462,985  

Oil and Gas Infrastructure

     149,502        142,929        162,797  

Corporate and non-allocated costs

     (224,434      (267,754      (196,722
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 320,813      $ 237,503      $ 429,060  
  

 

 

    

 

 

    

 

 

 

Depreciation:

        

Electric Power Infrastructure

   $ 91,269      $ 89,150      $ 76,214  

Oil and Gas Infrastructure

     67,374        65,315        57,414  

Corporate and non-allocated costs

     11,597        8,380        7,478  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 170,240      $ 162,845      $ 141,106  
  

 

 

    

 

 

    

 

 

 

Separate measures of Quanta’s assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by management to evaluate segment performance. Quanta’s fixed assets, which are held at the operating unit level, include operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across its reportable segments. As such, for reporting purposes, total depreciation expense is allocated each quarter among Quanta’s reportable segments based on the ratio of each reportable segment’s revenue contribution to consolidated revenues.

Foreign Operations

During 2016, 2015, and 2014, Quanta derived $1.59 billion, $1.54 billion and $1.89 billion, respectively, of its revenues from foreign operations. Of Quanta’s foreign revenues, approximately 75%, 85% and 82% was earned in Canada during the years ended December 31, 2016, 2015 and 2014, respectively. In addition, Quanta held property and equipment of $320.7 million and $317.6 million in foreign countries, primarily Canada, as of December 31, 2016 and 2015.

XML 42 R25.htm IDEA: XBRL DOCUMENT v3.6.0.2
Supplemental Cash Flow Information
12 Months Ended
Dec. 31, 2016
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information
17. SUPPLEMENTAL CASH FLOW INFORMATION:

The net effect of changes in operating assets and liabilities, net of non-cash transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Accounts and notes receivable

   $ 144,877     $ 150,470     $ (239,159

Costs and estimated earnings in excess of billings on uncompleted contracts

     (152,702     (49,358     (73,443

Inventories

     (9,905     (33,524     (4,025

Prepaid expenses and other current assets

     25,133       5,899       (35,493

Accounts payable and accrued expenses and other non-current liabilities

     73,452       (2,486     (60,829

Billings in excess of costs and estimated earnings on uncompleted contracts

     (124,680     153,017       28,596  

Other, net

     (13,743     (11,707     (4,908
  

 

 

   

 

 

   

 

 

 

Net change in operating assets and liabilities, net of non-cash transactions

   $ (57,568   $ 212,311     $ (389,261
  

 

 

   

 

 

   

 

 

 

Additional supplemental cash flow information is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Cash (paid) received during the period for —

      

Interest paid related to continuing operations

   $ (12,828   $ (7,087   $ (3,533

Income taxes paid related to continuing operations

   $ (121,662   $ (130,921   $ (223,901

Income taxes paid related to discontinued operations

   $ (7,260   $ (144,076   $ (5,286

Income tax refunds related to continuing operations

   $ 7,548     $ 23,788     $ 7,376  

 

XML 43 R26.htm IDEA: XBRL DOCUMENT v3.6.0.2
Quarterly Financial Data (Unaudited)
12 Months Ended
Dec. 31, 2016
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Data (Unaudited)
18. QUARTERLY FINANCIAL DATA (UNAUDITED):

The table below sets forth the unaudited consolidated operating results by quarter for the years ended December 31, 2016 and 2015 (in thousands, except per share information).

 

     For the Three Months Ended  
     March 31,      June 30,      September 30,      December 31,  

2016:

           

Revenues

   $ 1,713,737      $ 1,792,430      $ 2,042,186      $ 2,102,966  

Gross profit

     203,313        200,217        302,582        307,688  

Net income

     20,859        16,729        74,152        88,358  

Net income attributable to common stock

     20,496        16,562        73,742        87,583  

Net income from continuing operations attributable to common stock

     20,496        16,562        73,137        88,530  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 0.13      $ 0.11      $ 0.47      $ 0.57  

2015:

           

Revenues

   $ 1,861,386      $ 1,872,340      $ 1,939,438      $ 1,899,272  

Gross profit

     237,906        227,505        235,215        223,039  

Net income (loss)

     58,185        49,565        218,956        (4,882

Net income (loss) attributable to common stock

     53,484        46,109        216,388        (5,074

Net income (loss) from continuing operations attributable to common stock

     47,689        32,007        43,176        (2,586

Earnings (loss) per share from continuing operations attributable to common stock — basic and diluted

   $ 0.22      $ 0.15      $ 0.23      $ (0.02

During the fourth quarters of 2016 and 2015, Quanta recorded total asset impairment charges of $8.0 million ($7.1 million net of tax) and $58.5 million ($44.6 million net of tax). Quanta recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value. Also included in the asset impairment charges recorded in the fourth quarter of 2015 were a $39.8 million goodwill impairment and a $12.1 million impairment related to customer relationships, trade names and non-compete agreement intangible assets. These goodwill and intangible impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

Additionally, during the third quarter of 2015, net income and net income attributable to common stock included an approximate $171 million gain on the sale, net of tax, of Quanta’s fiber optic licensing operations.

The sum of the individual quarterly earnings per share amounts may not equal year-to-date earnings per share as each period’s computation is based on the weighted average number of shares outstanding during the period.

 

XML 44 R27.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2016
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The consolidated financial statements also include the accounts of certain of Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta’s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.

Cash and Cash Equivalents

Cash and Cash Equivalents

Quanta had cash and cash equivalents of $112.2 million and $128.8 million as of December 31, 2016 and 2015. Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At December 31, 2016 and 2015, cash equivalents were $8.8 million and $1.4 million and consisted primarily of money market investments and money market mutual funds and are discussed further in Fair Value Measurements below. As of December 31, 2016 and 2015, cash and cash equivalents held in domestic bank accounts were approximately $19.5 million and $16.1 million, and cash and cash equivalents held in foreign bank accounts were approximately $92.7 million and $112.7 million. As of December 31, 2016 and 2015, cash and cash equivalents held by Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, were approximately $11.5 million and $24.9 million, of which $10.0 million and $11.9 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support the operations of the related joint ventures, and Quanta does not have access to that cash for its other operations. Under the terms of the partnership agreements, Quanta generally has no right to the joint ventures’ cash other than participating in distributions and in the event of dissolution.

Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts

Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts

Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer’s access to capital, the customer’s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30 days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90 days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in Quanta’s customers’ business or cash flows, which may be impacted by negative economic and market conditions, could affect Quanta’s ability to collect amounts due from them. As of December 31, 2016 and 2015, Quanta had allowances for doubtful accounts on current receivables of approximately $2.8 million and $5.2 million. Long-term accounts receivable are included within other assets.

Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.

The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta’s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of December 31, 2016 and 2015 were approximately $231.0 million and $250.1 million and were included in accounts receivable. Retainage balances with settlement dates beyond the next twelve months were included in other assets, net, and as of December 31, 2016 and 2015 were $5.2 million and $4.5 million.

Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At December 31, 2016 and 2015, the balances of unbilled receivables included in accounts receivable were approximately $206.8 million and $233.6 million.

Inventories

Inventories

Inventories consist primarily of parts and supplies held for use in the ordinary course of business, which are valued by Quanta at the lower of cost or market as determined by using either the first-in, first-out (FIFO) method or the average costing method. Inventories also include certain job specific materials not yet installed which are valued using the specific identification method.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, and depreciation is computed using the straight-line method, net of estimated salvage values, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. Depreciation expense related to property and equipment was approximately $170.2 million, $162.8 million and $141.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Accrued capital expenditures were $12.7 million and $5.8 million as of December 31, 2016 and 2015. The impact of these items has been excluded from Quanta’s capital expenditures on its consolidated statements of cash flows due to their non-cash nature.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful lives of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses.

 

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Quanta also recorded asset impairments primarily related to certain international renewable energy services operations of $8.0 million in 2016 and $6.6 million in 2015. The 2016 impairment was primarily due to a pending disposition of certain international renewable energy services operations, and the 2015 impairment was based on the estimated future undiscounted cash flows for the asset group as compared to their carrying value.

When an evaluation is required, the estimated future undiscounted cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if an impairment of such asset group is necessary. The effect of any impairment involves expensing the difference between the fair value of such asset group and its carrying value in the period incurred.

Other Assets, Net

Other Assets, Net

Other assets, net consists primarily of long-term receivables, debt issuance costs, equity and other investments, refundable security deposits for leased properties and insurance claims in excess of deductibles that are due from Quanta’s insurers.

Debt Issuance Costs

Debt Issuance Costs

Capitalized debt issuance costs related to Quanta’s credit facility and any other debt outstanding at a given balance sheet date are included in other assets, net and are amortized into interest expense on a straight-line basis over the terms of the respective agreements giving rise to the debt issuance costs, which Quanta believes approximates the effective interest rate method. During 2015, Quanta incurred $3.8 million of debt issuance costs related to the amendment and restatement of its credit agreement and recorded a nominal charge to interest expense for the write-off of a portion of the debt issuance costs related to the prior facility. As of December 31, 2016 and 2015, capitalized debt issuance costs were $11.4 million, with accumulated amortization of $6.0 million and $4.8 million. For the years ended December 31, 2016, 2015 and 2014, amortization expense related to capitalized debt issuance costs was $1.4 million, $1.3 million and $1.1 million, respectively.

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta’s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta’s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.

Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.

Quanta’s goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta’s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the two-step fair value-based test involves comparing the fair value of each of Quanta’s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.

Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.

Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.

Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.

 

The projected cash flows and estimated levels of EBITDA by reporting unit were used to determine fair value under the three approaches discussed herein. The following table presents the significant estimates used by management in determining the fair values of Quanta’s reporting units at December 31, 2016, 2015 and 2014:

 

     2016   2015   2014

Years of cash flows before terminal value

   5   5   5

Discount rates

   12.5% to 14.5%   12.0% to 16.0%   12.0% to 14.0%

EBITDA multiples

   5.5 to 7.0   5.0 to 6.5   5.0 to 6.0

Weighting of three approaches:

      

Discounted cash flows

   70%   70%   70%

Market multiple

   15%   15%   15%

Market capitalization

   15%   15%   15%

For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit’s carrying value. Such similarities in value are generally an indication that management’s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.

During the fourth quarter of 2016, a two-step fair-value based goodwill impairment analysis was performed for each of Quanta’s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta’s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.

As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta’s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta’s reporting units, two reporting units within Quanta’s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015, accordingly the fair values approximate the current carrying values. Circumstances such as market declines, unfavorable economic conditions, the loss of a major customer or other factors could increase the risk of impairment of goodwill in future periods.

If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta’s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with the operating units within Quanta’s Oil and Gas Infrastructure Services Division that have been significantly impacted by the factors mentioned above were approximately $68.0 million and $11.9 million at December 31, 2016. Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during 2016. Although Quanta is not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.

The goodwill analysis performed for each reporting unit was based on estimates and comparisons obtained from the electric power and oil and gas industries. Quanta assigned a higher weighting to the discounted cash flow approach in all periods to reflect increased expectations of market value being determined from a “held and used” model. As stated previously, cash flows are derived from budgeted amounts and operating forecasts that have been evaluated by management. In connection with the 2016 assessment, reporting unit growth rates during the cash flow projection period varied from negative 2% to positive 24%.

Quanta’s intangible assets include customer relationships, backlog, trade names, non-compete agreements, patented rights and developed technology, all subject to amortization. The 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 excess earnings method. The excess earnings analysis consists of discounting 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 importance or lack thereof of existing customer relationships to Quanta’s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, using the income approach to discount back to present value the cash flows attributable to the backlog. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of this intangible asset.

Quanta amortizes intangible assets based upon the estimated consumption of the economic benefits of each intangible asset, or on a straight-line basis if the pattern of economic benefits consumption cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

During the fourth quarter of 2015, management concluded that goodwill was impaired at two reporting units in Quanta’s Oil and Gas Infrastructure Services Division. Accordingly, Quanta recorded a $39.8 million non-cash charge for the impairment of goodwill and an impairment charge of $12.1 million related to customer relationships, trade names and non-compete agreement intangible assets. These asset impairments primarily resulted from lower levels of expected activity in the U.S. Gulf of Mexico and, to a lesser extent, due to the extended low commodity price environment with respect to certain directional drilling operations in Australia.

Investments in Affiliates and Other Entities

Investments in Affiliates and Other Entities

In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta’s participation in different financing structures such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta determines whether such investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a non-controlling interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta’s ownership interest in the unincorporated entity.

Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta’s share of net income or losses from unconsolidated equity investments is included in equity in earnings (losses) of unconsolidated affiliates in the consolidated statements of operations when applicable. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in other expense. Equity method investments are carried at original cost and are included in other assets, net in the consolidated balance sheet and are adjusted for Quanta’s proportionate share of the investees’ income, losses and distributions.

Revenue Recognition

Revenue Recognition

Through its Electric Power Infrastructure Services and Oil and Gas Infrastructure Services segments, Quanta designs, installs and maintains networks for customers in the electric power and oil and gas industries. These services may be provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under these contracts, Quanta recognizes revenue as units are completed based on pricing established between Quanta and the customer for each unit of delivery, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.

Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. These contracts provide for a fixed amount of revenues for the entire project. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta’s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta’s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, Quanta’s profit recognition.

 

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta’s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta’s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.

During 2016 and 2015, Quanta experienced performance issues on a power plant project in Alaska that resulted in an increase of the estimated total costs necessary to complete the project. During the construction and commissioning phases, the project experienced third party engineering deficiencies that changed Quanta’s planned scope of work and performance failures by other contractors operating onsite. These issues resulted in higher than expected production costs associated with quality deficiencies and a related impact on production sequencing. Additionally, late in the second quarter of 2016, Quanta experienced a claimed force majeure event that further disrupted project timing and provided the customer and its insurance providers with a notice of the event in order to seek schedule relief and cost recovery. During the years ended December 31, 2016 and 2015, Quanta recognized project losses of $54.8 million and $44.9 million. Quanta is in the process of developing potential claims for damages that may have resulted from the third party engineering and other contractor performance issues; however, no revenues or cost recovery has been reflected in Quanta’s estimate of total project losses at December 31, 2016. This project had a contract value of $202 million at December 31, 2016 and was substantially completed during the fourth quarter of 2016. As this project continues through the close out phase, it is possible that additional performance issues or other unforeseen circumstances could occur and result in the recognition of additional losses on this project; however, such amounts cannot currently be estimated.

Overall, Quanta’s operating results for the year ended December 31, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2015. Included in the operating results for the year ended December 31, 2016 were losses from the project described above, offset by the aggregate positive impact of numerous individually immaterial changes in project profitability generally due to better than expected performance for projects that were ongoing at December 31, 2015. Quanta’s operating results for the year ended December 31, 2015 and 2014 were impacted by numerous individually immaterial changes in contract estimates related to projects that were in progress at December 31, 2014 and 2013; however, the aggregate impact was less than 5%.

The current asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed for fixed price contracts. The current liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized for fixed price contracts.

Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.

As of December 31, 2016 and 2015, Quanta had recognized revenues of approximately $137.8 million and $137.2 million related to change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business.

These aggregate contract price adjustments represent management’s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.

Income Taxes

Income Taxes

Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets, and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.

Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.

Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.

As of December 31, 2016, the total amount of unrecognized tax benefits relating to uncertain tax positions was $35.2 million, a decrease from December 31, 2015 of $19.3 million. This decrease in unrecognized tax benefits resulted primarily from a $23.4 million decrease due to expiration of certain federal and state statute of limitations, partially offset by a $4.2 million increase due to tax positions to be taken for 2016. Although the IRS completed its examination related to tax years 2010, 2011 and 2012 during 2016, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $12.3 million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.

U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets and statements of operations and comprehensive income.

Earnings Per Share

Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.

Self-Insurance

Self-Insurance

Quanta is insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

Losses under all of these insurance programs are accrued based upon Quanta’s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta’s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.

Collective Bargaining Agreements

Collective Bargaining Agreements

Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.

Stock-Based Compensation

Stock-Based Compensation

Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of restricted stock awards, RSUs and performance units to be settled in common stock is determined based on the number of shares, RSUs or performance units granted and the closing price of Quanta’s common stock on the date of grant. An estimate of future forfeitures is required in determining the period expense. Quanta uses historical data to estimate the forfeiture rate; however, these estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense from time-based RSU and performance unit awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while compensation expense from performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The cash flows resulting from the tax deductions in excess of the compensation expense recognized for restricted stock, RSUs and performance units to be settled in common stock and stock options (excess tax benefit) are classified as financing cash flows.

Compensation expense associated with liability based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta’s restricted stock, RSUs, and performance unit awards, see Note 12.

Functional Currency and Translation of Financial Statements

Functional Currency and Translation of Financial Statements

The U.S. dollar is the functional currency for the majority of Quanta’s operations, which are primarily located within the United States. The functional currency for Quanta’s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Generally, the currency in which the operating unit transacts the majority of its activities, including billings, financing, payroll and other expenditures, would be considered the functional currency. The treatment of foreign currency translation gains or losses is dependent upon management’s determination of the functional currency of each operating unit. In preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at month-end exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under the caption “Accumulated other comprehensive income (loss).” Gains and losses arising from transactions which are not denominated in the operating units’ functional currencies are included within other income (expense) in the statements of operations.

Derivatives

Derivatives

From time to time, Quanta enters into forward currency contracts that qualify as derivatives in order to hedge the risks associated with fluctuations in foreign currency exchange rates related to certain forecasted foreign currency denominated transactions. Quanta does not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for cash flow hedge accounting. For a hedge to qualify for cash flow hedge accounting treatment, a hedge must be documented at the inception of the contract, with the objective and strategy stated, along with an explicit description of the methodology used to assess hedge effectiveness. The dates (or periods) for the expected forecasted events and the nature of the exposure involved (including quantitative measures of the size of the exposure) must also be documented. At the inception of the hedge and on an ongoing basis, the hedge must be deemed to be “highly effective” at minimizing the risk of the identified exposure. Effectiveness measures relate the gains or losses of the derivative to changes in the cash flows associated with the hedged item, and the forecasted transaction must be probable of occurring.

For forward contracts that qualify as cash flow hedges, Quanta accounts for the change in fair value of the forward contracts directly in equity as part of accumulated other comprehensive income (loss). Any ineffective portion of cash flow hedges is recognized in earnings in the period in which ineffectiveness occurs. For instance, if a forward contract is discontinued as a cash flow hedge because it is probable that the original forecasted transaction will not occur by the end of the originally specified time period, the related amounts in accumulated other comprehensive income (loss) would be reclassified to other income (expense) in the consolidated statement of operations in the period such determination is made. When a forecasted transaction occurs, the portion of the accumulated gain or loss applicable to the forecasted transaction is reclassified from equity to earnings. Changes in fair value related to transactions that do not meet the criteria for cash flow hedge accounting are recorded in the consolidated statements of operations and are included in other income (expense).

Comprehensive Income

Comprehensive Income

Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta’s capital related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.

Litigation Costs and Reserves

Litigation Costs and Reserves

Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note 15.

Fair Value Measurements

Fair Value Measurements

The carrying values of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). All of Quanta’s cash equivalents were categorized as Level 1 assets at December 31, 2016 and 2015, as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.

In connection with Quanta’s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants not-to-compete, patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December 31, 2016, the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level 3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.

 

Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.

 

Adoption of New Accounting Pronouncements

Adoption of New Accounting Pronouncements

In February 2015, the FASB issued an update which amends consolidation guidance, including amending the guidance related to determining whether an entity is a variable interest entity (VIE). The guidance may be applied using a modified retrospective approach whereby the entity records a cumulative effect of adoption at the beginning of the fiscal year of initial application. A reporting entity may also apply the amendments on a full retrospective basis. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts and premiums. The update is required to be adopted retroactively for all periods presented. In August 2015, the FASB issued another update that states that the Securities Exchange Commission (SEC) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-creditarrangement. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s  consolidated financial statements or related disclosures.

In April 2015, the FASB issued an update that provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In September 2015, the FASB issued an update that requires an acquiring company to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which such adjustments are determined. An acquiring company must record any effect on earnings from changes in depreciation or amortization or other income effects, calculated as if the accounting had been completed at the acquisition date. The acquiring company must also present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The update is required to be adopted prospectively to adjustments that occur after the effective date with earlier application permitted for financial statements that have not yet been issued. Quanta adopted this guidance effective January 1, 2016, and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity’s ability to continue as a going concern and when and how an entity must disclose certain relevant conditions and events. This update requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued). If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations and management’s plans that are intended to mitigate those conditions or events. This guidance will impact the disclosure and presentation of any substantial doubt by Quanta about its ability to continue as a going concern, if such substantial doubt were to exist. Quanta adopted this guidance on December 31, 2016, and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures but would have an impact if such a substantial doubt were to exist in the future.

In January 2017, the FASB issued an update that amended SEC guidance within the Accounting Standards Codification that related to disclosing the impact that recently issued accounting standards will have on a registrant’s financial statements when such standards are adopted in future periods. Quanta has followed the guidance in this amendment within this note to the consolidated financial statements.

Accounting Standards Not Yet Adopted

Accounting Standards Not Yet Adopted

In May 2014, the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB affirmed its proposal to defer the effective date until fiscal years beginning on or after December 15, 2017. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application.

Quanta is currently evaluating the potential impact of this update on its consolidated financial statements, as well as the impact of its selected transition method as Quanta continues through the implementation process. In addition, Quanta continues to monitor activity related to the new standard as well as working with various non-authoritative groups regarding industry clarifications and interpretations, which may impact Quanta’s considerations and conclusions. Significant areas of ongoing consideration include the impact of termination for convenience provisions on the duration of contracts and accounting for mobilization-related costs and uninstalled materials. While Quanta is still evaluating the requirements of this update, it currently does not expect the update to materially affect its results of operations, financial position or cash flows. This preliminary conclusion is based on Quanta’s belief that it will generally continue to recognize revenues from long-term service contracts over time as services are performed and the underlying obligation to the customer is fulfilled. Quanta has identified and is in the process of implementing changes to its processes and internal controls to meet the reporting and disclosure requirements of this update and will adopt this update effective January 1, 2018.

In July 2015, the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. The update is required to be adopted prospectively and is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of the update is not anticipated to have a significant impact on Quanta’s consolidated financial statements or related disclosures.

In January 2016, the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January 1, 2018.

In February 2016, the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.

In March 2016, the FASB issued an update that will amend the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance will require companies with share-based payments to record all tax effects related thereto at settlement (or expiration) through income tax expense on the statement of operations rather than through additional paid-in capital within equity. This update will also require excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and will require cash paid by an employer when withholding shares for taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the requirement to classify cash paid when withholding shares for the employee portion of taxes as a financing activity, which requires retrospective application. The update is effective for interim and annual reporting periods beginning after December 15, 2016. Quanta will continue to estimate forfeitures of share-based payments. It is anticipated that Quanta will experience increased volatility of income tax expense upon adoption of this update.

In June 2016, the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an “expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale (AFS) debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for annual reporting periods beginning after December 15, 2018. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

In August 2016, the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In October 2016, the FASB issued an update that will amend the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The new standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. Since Quanta has already adopted a related update, it will be required to apply the amendments in this update retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in the prior update were initially applied. Quanta will adopt this guidance on January 1, 2017, and the adoption of the update is not anticipated to have a significant impact on its consolidated financial statements or related disclosures.

In November 2016, the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

In January 2017, the FASB issued an update intended to clarify the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new definition requires that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018.

Also in January 2017, the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020.

Repurchase of Common Stock

During the third quarter of 2015, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through February 28, 2017, up to $1.25 billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program can be made in open market or privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement, an issuer repurchase plan or otherwise, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2015 Repurchase Program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta’s board of directors at any time at its sole discretion and without notice. During 2015, Quanta repurchased 19.2 million shares of its common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.

 

Also during the third quarter of 2015, Quanta entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of its common stock. The fair market value of these 25.7 million shares at the time of delivery was approximately $600.0 million, and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the quarter ended September 30, 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta’s earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to additional paid-in capital (APIC) during the quarter ended September 30, 2015 and was reclassified from APIC to treasury stock as a result of the final settlement of the ASR on April 12, 2016. Upon final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments pursuant to the terms and conditions of the ASR, Quanta received 9.4 million additional shares of its common stock from JPMorgan. As of December 31, 2016, Quanta had repurchased 54.3 million shares of its common stock at a cost of $1.20 billion, and approximately $50.1 million remained available under the 2015 Repurchase Program.

During the fourth quarter of 2013, Quanta’s board of directors approved a stock repurchase program authorizing Quanta to purchase, from time to time through December 31, 2016, up to $500.0 million of its outstanding common stock. During the year ended December 31, 2015, Quanta repurchased 14.3 million shares of its common stock at a cost of $406.5 million in the open market and completed this program.

Segment Reporting

Quanta presents its operations under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally based on the broad end-user markets for Quanta’s services. See Note 1 for additional information regarding Quanta’s reportable segments.

Quanta’s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta’s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta’s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units’ predominant type of work.

Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta’s market strategies. These classifications of Quanta’s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta’s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.

 

In addition, Quanta’s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.

XML 45 R28.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2016
Accounting Policies [Abstract]  
Significant Estimates Used by Management in Determining Fair Values of Company's Reporting Units

The following table presents the significant estimates used by management in determining the fair values of Quanta’s reporting units at December 31, 2016, 2015 and 2014:

 

     2016   2015   2014

Years of cash flows before terminal value

   5   5   5

Discount rates

   12.5% to 14.5%   12.0% to 16.0%   12.0% to 14.0%

EBITDA multiples

   5.5 to 7.0   5.0 to 6.5   5.0 to 6.0

Weighting of three approaches:

      

Discounted cash flows

   70%   70%   70%

Market multiple

   15%   15%   15%

Market capitalization

   15%   15%   15%

XML 46 R29.htm IDEA: XBRL DOCUMENT v3.6.0.2
Discontinued Operations (Tables)
12 Months Ended
Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Summary of Financial Information for Discontinued Operations

The following represents a reconciliation of the major classes of line items constituting income from discontinued operations primarily related to Quanta’s fiber optic licensing operations to the consolidated statements of operations (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Major classes of line items constituting pretax income from discontinued operations:

       

Revenues

   $ —       $ 59,998      $ 104,021  

Expenses:

       

Cost of services (including depreciation)

     —         24,748        39,295  

Selling, general and administrative expenses

     (980     12,047        16,561  

Amortization of intangible assets

     —         963        1,650  

Other income (expense) items that are not major

     —         10        3  
  

 

 

   

 

 

    

 

 

 

Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes

     980       22,250        46,518  

Pretax gain on the disposal of the fiber optic licensing operations

     —         271,833        —    
  

 

 

   

 

 

    

 

 

 

Total pretax gain on fiber optic licensing operations

             980       294,083        46,518  

Provision for income taxes related to fiber optic licensing operations

     667       103,462        18,401  
  

 

 

   

 

 

    

 

 

 

Net income from discontinued operations related to fiber optic licensing operations

     313       190,621        28,117  

Net loss from discontinued operations related to telecommunication operations

     (655     —          (627
  

 

 

   

 

 

    

 

 

 

Net income (loss) from discontinued operations as presented in the consolidated statements of operations

   $ (342   $ 190,621      $ 27,490  
  

 

 

   

 

 

    

 

 

 

There were no assets or liabilities associated with fiber optic licensing operations at December 31, 2016 and no assets or non-current liabilities at December 31, 2015. The following represents a reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations to the consolidated balance sheet at December 31, 2015 (in thousands):

 

     December 31,
2015
 

Carrying amounts of major classes of current liabilities of discontinued operations related to fiber optic licensing operations:

  

Current liabilities:

  

Accounts payable and accrued expenses

   $ 15,313  
  

 

 

 

Total current liabilities of discontinued operations as presented in the consolidated balance sheets

   $ 15,313  
  

 

 

 
XML 47 R30.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Acquisition Purchase Price Allocation Assets Acquired and Liabilities Assumed

This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).

 

     2016      2015  

Consideration:

     

Value of Quanta common stock issued

   $ 1,508      $ 10,127  

Cash paid or payable

     75,941        110,578  

Contingent consideration

     18,683        1,001  
  

 

 

    

 

 

 

Fair value of total consideration transferred or estimated to be transferred

   $ 96,132      $ 121,706  
  

 

 

    

 

 

 

Current assets

   $ 24,233      $ 35,188  

Property and equipment

     44,863        44,140  

Other assets

     2,553        4  

Identifiable intangible assets

     11,467        24,987  

Current liabilities

     (12,477      (24,568

Deferred tax liabilities, net

     (14,367      (5,056

Other long-term liabilities

     (5,326      (5,606

Non-controlling interests

     —          747  
  

 

 

    

 

 

 

Total identifiable net assets

     50,946        69,836  

Goodwill

     45,186        51,870  
  

 

 

    

 

 

 
   $ 96,132      $ 121,706  
  

 

 

    

 

 

 
Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization

The following table summarizes the estimated fair values of identifiable intangible assets for the 2016 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).

 

     Estimated
Fair Value at
Acquisition Date
     Weighted Average
Amortization Period
at Acquisition Date
 

Customer relationships

   $ 5,645        3.8  

Backlog

     2,085        2.1  

Trade names

     3,255        15.0  

Non-compete agreements

     482        5.0  
  

 

 

    

Total intangible assets subject to amortization acquired in 2016 acquisitions

   $ 11,467        6.7  
  

 

 

    
Unaudited Supplemental Pro Forma Results of Operations

 Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues

   $ 7,677,293      $ 7,770,744      $ 8,476,584  

Gross profit

   $ 1,017,506      $ 956,925      $ 1,248,827  

Selling, general and administrative expenses

   $ 656,109      $ 612,979      $ 745,321  

Amortization of intangible assets

   $ 32,204      $ 39,947      $ 47,777  

Net income from continuing operations

   $ 200,675      $ 136,608      $ 303,772  

Net income from continuing operations attributable to common stock

   $ 198,960      $ 125,691      $ 285,404  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 1.26      $ 0.64      $ 1.28  
XML 48 R31.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Changes in Quanta's Goodwill

A summary of changes in Quanta’s goodwill is as follows (in thousands):

 

    Electric Power
Infrastructure
Services Division
     Oil and Gas
Infrastructure
Services Division
     Total  

Goodwill balance at December 31, 2014

  $ 1,223,224      $ 373,471      $ 1,596,695  

Goodwill acquired during 2015

    31,224        20,636        51,860  

Purchase price allocation adjustments

    750        (8,867      (8,117

Goodwill impaired during 2015

    —          (39,826      (39,826

Foreign currency translation adjustments

    (28,953      (19,001      (47,954
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2015:

       

Goodwill

    1,226,245        366,306        1,592,551  

Accumulated impairment

    —          (39,893      (39,893
 

 

 

    

 

 

    

 

 

 

Goodwill, net

    1,226,245        326,413        1,552,658  

Goodwill acquired during 2016

    24,168        21,018        45,186  

Purchase price allocation adjustments

    229        (214      15  

Foreign currency translation adjustments

    3,337        1,973        5,310  
 

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016:

       

Goodwill

    1,253,979        388,923        1,642,902  

Accumulated impairment

    —          (39,733      (39,733
 

 

 

    

 

 

    

 

 

 

Goodwill, net

  $ 1,253,979      $ 349,190      $ 1,603,169  
 

 

 

    

 

 

    

 

 

 

 

Other Intangible Assets

Quanta’s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):

 

    As of
December 31, 2016
    As of
December 31, 2015
    As of
December 31, 2016
 
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Intangible
Assets
    Accumulated
Amortization
    Intangible
Assets, Net
    Remaining
Weighted Average
Amortization
Period in Years
 

Customer relationships

  $ 244,329     $ (110,640   $ 133,689     $ 236,731     $ (90,840   $ 145,891       8.7  

Backlog

    133,592       (132,441     1,151       130,818       (126,954     3,864       1.3  

Trade names

    54,723       (12,855     41,868       51,192       (9,525     41,667       17.7  

Non-compete agreements

    29,212       (25,546     3,666       28,560       (23,507     5,053       3.1  

Patented rights and developed technology

    22,480       (15,831     6,649       22,447       (13,848     8,599       4.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total intangible assets subject to amortization

  $ 484,336     $ (297,313   $ 187,023     $ 469,748     $ (264,674   $ 205,074       10.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
Estimated Future Aggregate Amortization Expense of Intangible Assets

The estimated future aggregate amortization expense of intangible assets subject to amortization as of December 31, 2016 is set forth below (in thousands):

 

For the Fiscal Year Ending December 31,

      

2017

   $ 25,574  

2018

     24,265  

2019

     22,227  

2020

     20,948  

2021

     18,620  

Thereafter

     75,389  
  

 

 

 

Total

   $ 187,023  
  

 

 

 
XML 49 R32.htm IDEA: XBRL DOCUMENT v3.6.0.2
Per Share Information (Tables)
12 Months Ended
Dec. 31, 2016
Earnings Per Share [Abstract]  
Basic and Diluted Earnings Per Share

The amounts used to compute the basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014 are illustrated below (in thousands):

 

     Year Ended December 31,  
     2016     2015      2014  

Amounts attributable to common stock:

       

Net income from continuing operations

   $ 198,725     $ 120,286      $ 269,224  

Net income (loss) from discontinued operations

     (342     190,621        27,490  
  

 

 

   

 

 

    

 

 

 

Net income attributable to common stock

   $ 198,383     $ 310,907      $ 296,714  
  

 

 

   

 

 

    

 

 

 

Weighted average shares:

       

Weighted average shares outstanding for basic earnings per share

     157,287       195,113        219,668  

Effect of dilutive stock options

     1       7        22  
  

 

 

   

 

 

    

 

 

 

Weighted average shares outstanding for diluted earnings per share

     157,288       195,120        219,690  
  

 

 

   

 

 

    

 

 

 
XML 50 R33.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts (Tables)
12 Months Ended
Dec. 31, 2016
Text Block [Abstract]  
Current and Long-Term Allowance for Doubtful Accounts

Activity in Quanta’s current and long-term allowance for doubtful accounts consisted of the following (in thousands):

 


     December 31,  
     2016     2015  

Balance at beginning of year

   $ 5,226     $ 6,174  

Charged to bad debt expense (recoveries of bad debt expense)

     (543     224  

Deductions for uncollectible receivables written off, net of recoveries

     (1,931     (1,172
  

 

 

   

 

 

 

Balance at end of year

   $ 2,752     $ 5,226  
  

 

 

   

 

 

Contracts in Progress

Contracts in progress were as follows (in thousands):

 

     December 31,  
     2016     2015  

Costs incurred on contracts in progress

   $ 6,687,484     $ 5,725,078  

Estimated earnings, net of estimated losses

     766,560       756,974  
  

 

 

   

 

 

 
     7,454,044       6,482,052  

Less — Billings to date

     (7,255,582     (6,563,537
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

 

Costs and estimated earnings in excess of billings on uncompleted contracts

   $ 473,308     $ 317,745  

Less — Billings in excess of costs and estimated earnings on uncompleted contracts

     (274,846     (399,230
  

 

 

   

 

 

 
   $ 198,462     $ (81,485
  

 

 

   

 

 

Property and Equipment

Property and equipment consisted of the following (in thousands):

 


     Estimated Useful
Lives in Years
     December 31,  
      2016     2015  

Land

     N/A      $ 45,919     $ 41,428  

Buildings and leasehold improvements

     5-30        137,515       116,697  

Operating equipment and vehicles

     5-25        1,634,850       1,517,630  

Office equipment, furniture and fixtures and information technology systems

     3-10        145,174       137,670  

Construction work in progress

     N/A        73,461       43,806  
     

 

 

   

 

 

 
        2,036,919       1,857,231  

Less — Accumulated depreciation and amortization

        (862,825     (755,272
     

 

 

   

 

 

 

Property and equipment, net

      $ 1,174,094     $ 1,101,959  
     

 

 

   

 

 

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Accounts payable, trade

   $ 529,608      $ 452,295  

Accrued compensation and related expenses

     194,056        159,045  

Accrued insurance, current portion

     60,880        61,327  

Deferred revenues, current portion

     15,512        8,010  

Income and franchise taxes payable

     40,765        3,923  

Other accrued expenses

     81,998        97,534  
  

 

 

    

 

 

 
   $ 922,819      $ 782,134  
  

 

 

    

 

 

 
XML 51 R34.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations (Tables)
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Long-term Debt Obligations

Quanta’s long-term debt obligations consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Borrowings under credit facility

   $ 351,341      $ 466,850  

Other long-term debt, interest rates ranging from 3.4% to 4.3%

     3,305        5,401  

Capital leases, interest rates ranging from 2.5% to 6.2%

     3,744        5,351  
  

 

 

    

 

 

 

Total long-term debt obligations

     358,390        477,602  

Less — Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Total long-term debt obligations, net of current maturities

   $ 353,562      $ 475,364  
  

 

 

    

 

 

 

 

Current Maturities of Long-Term Debt and Short-Term Debt

Quanta’s current maturities of long-term debt and short-term debt consisted of the following (in thousands):

 

     December 31,  
     2016      2015  

Short-term debt

   $ 2,735      $ 4,829  

Current maturities of long-term debt

     4,828        2,238  
  

 

 

    

 

 

 

Current maturities of long-term debt and short-term debt

   $ 7,563      $ 7,067  
  

 

 

    

 

 

 
Information on Borrowings under Current and Prior Credit Facility and Applicable Interest Rates

Information on borrowings under Quanta’s credit facility and the applicable interest rates during the years ended December 31, 2016, 2015 and 2014 is as follows (dollars in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Maximum amount outstanding during the period

   $ 518,607     $ 606,753     $ 130,856  

Average daily amount outstanding under the credit facility

   $ 458,908     $ 258,815     $ 29,814  

Weighted-average interest rate

     2.1     1.8     2.7
XML 52 R35.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2016
Income Tax Disclosure [Abstract]  
Components of Income (Loss) Before Income Taxes

The components of income (loss) from continuing operations before income taxes were as follows (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Income (loss) from continuing operations before income taxes:

        

Domestic

   $ 349,959      $ 244,955      $ 263,357  

Foreign

     (42,273      (16,280      163,242  
  

 

 

    

 

 

    

 

 

 

Total

   $ 307,686      $ 228,675      $ 426,599  
  

 

 

    

 

 

    

 

 

 
Provision for Income Taxes

The components of the provision for income taxes for continuing operations were as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Current:

      

Federal

   $ 106,316     $ 85,830     $ 67,430  

State

     11,549       9,783       8,693  

Foreign

     5,076       21,262       39,978  
  

 

 

   

 

 

   

 

 

 

Total current tax provision

     122,941       116,875       116,101  

Deferred:

      

Federal

     (264     (5,247     11,507  

State

     (923     917       2,232  

Foreign

     (14,508     (15,073     9,167  
  

 

 

   

 

 

   

 

 

 

Total deferred tax provision (benefit)

     (15,695     (19,403     22,906  
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 
Effective Income Tax Rate Reconciliation

The actual income tax provision differed from the income tax provision computed by applying the U.S. federal statutory corporate rate to income from continuing operations before provision for income taxes as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Provision at the statutory rate

   $ 107,690     $ 80,036     $ 149,697  

Increases (decreases) resulting from —

      

State taxes

     6,479       7,241       7,890  

Foreign taxes

     1,860       1,239       (13,059

Contingency reserves, net

     (13,540     4,438       (650

Production activity deduction

     (8,586     (6,871     (6,033

Employee per diems, meals and entertainment

     8,764       8,727       9,817  

Taxes on unincorporated joint ventures

     (656     (3,838     (6,429

Asset impairments

     1,909       7,047       —    

Other

     3,326       (547     (2,226
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes from continuing operations

   $ 107,246     $ 97,472     $ 139,007  
  

 

 

   

 

 

   

 

 

 

 

Deferred Tax Assets and Liabilities

Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and tax purposes. The tax effects of these temporary differences, representing deferred tax assets and liabilities, result principally from the following (in thousands):

 

     December 31,  
     2016     2015  

Deferred income tax liabilities:

    

Property and equipment

   $ (214,902   $ (189,793

Goodwill

     (83,097     (69,059

Other intangibles

     (33,566     (36,565

Other book/tax accounting method differences

     (41,241     (61,095
  

 

 

   

 

 

 

Total deferred income tax liabilities

     (372,806     (356,512
  

 

 

   

 

 

 

Deferred income tax assets:

    

Accruals and reserves

     21,681       25,070  

Accrued insurance

     79,630       75,591  

Stock and incentive compensation and pension withdrawal liabilities

     58,744       52,009  

Net operating loss carryforwards

     37,362       27,255  

Other

     7,546       10,894  
  

 

 

   

 

 

 

Subtotal

     204,963       190,819  

Valuation allowance

     (14,991     (16,141
  

 

 

   

 

 

 

Total deferred income tax assets

     189,972       174,678  
  

 

 

   

 

 

 

Total net deferred income tax liabilities

   $ (182,834   $ (181,834
  

 

 

   

 

 

 

 

Net Deferred Income Tax Assets and Liabilities

The net deferred income tax assets and liabilities were comprised of the following (in thousands):

 

     December 31,  
     2016      2015  

Deferred income taxes:

     

Assets

   $ 10,000      $ 4,657  

Liabilities

     (192,834      (186,491
  

 

 

    

 

 

 

Total net deferred income tax liabilities

   $ (182,834    $ (181,834
  

 

 

    

 

 

 
Reconciliation of Unrecognized Tax Benefit

A reconciliation of unrecognized tax benefit balances is as follows (in thousands):

 


     December 31,  
     2016     2015     2014  

Balance at beginning of year

   $ 54,541     $ 50,668     $ 48,306  

Additions based on tax positions related to the current year

     4,227       5,340       9,133  

Additions for tax positions of prior years

     2,048       292       2,438  

Reductions for tax positions of prior years

     (1,948     (132     —    

Reductions for audit settlements

     (180     (1,345     —    

Reductions resulting from a lapse of the applicable statute of limitations periods

     (23,448     (282     (9,209
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   $ 35,240     $ 54,541     $ 50,668  
  

 

 

   

 

 

   

 

 

Balances of Unrecognized Tax Benefits

The balances of unrecognized tax benefits, the amount of related interest and penalties and what Quanta believes to be the range of reasonably possible changes in the next 12 months are as follows (in thousands):

 


    December 31,  
    2016     2015     2014  

Unrecognized tax benefits

  $ 35,240     $ 54,541     $ 50,668  

Portion that, if recognized, would reduce tax expense and effective tax rate

    33,128       48,312       42,952  

Accrued interest on unrecognized tax benefits

    5,539       8,750       6,304  

Accrued penalties on unrecognized tax benefits

    650       673       697  

Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months

  $ 0 to $12,332     $ 0 to $27,485     $ 0 to $10,221  

Portion that, if recognized, would reduce tax expense and effective tax rate

  $ 0 to $10,983     $ 0 to $24,009     $ 0 to $8,484
XML 53 R36.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Summary of Restricted Stock and RSU to be Settled in Common Stock Activity

A summary of the activity for restricted stock and RSUs to be settled in common stock for the year ended December 31, 2016 is as follows (shares in thousands):

 


     Shares      Weighted
Average
Grant Date
Fair Value
(Per share)
 

Unvested at January 1, 2016

     2,377      $ 30.36  

Granted

     1,846      $ 22.22  

Vested

     (1,369    $ 29.58  

Forfeited

     (143    $ 25.93  
  

 

 

    

Unvested at December 31, 2016

     2,711      $ 25.45  
  

 

 

    
XML 54 R37.htm IDEA: XBRL DOCUMENT v3.6.0.2
Employee Benefit Plans (Tables)
12 Months Ended
Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]  
Summary of Plan Information Relating to Participation in Multiemployer Pension Plans

Information has been presented separately for individually significant plans and in the aggregate for all other plans.

 

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
  Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
  Contributions (in thousands)     Surcharge
Imposed
  Expiration Date
of Collective
Bargaining
Agreement
    2016   2015     2016     2015     2014      

National Electrical Benefit Fund

    53-0181657-001     Green   Green   No   $ 22,912     $ 21,200     $ 20,758     No   Varies through
March 2020

Pipeline Industry Pension Fund

    73-6146433-001     Green   Green   No     6,954       6,087       6,280     No   June 2017

Central Pension Fund of the IUOE & Participating Employers

    36-6052390-001     Green   Green   No     5,668       5,677       7,847     No   Varies through
June 2017

Laborers Pension Trust Fund for Northern California

    94-6277608-001     Yellow   Yellow   Yes     3,805       2,603       1,357     Yes   June 2019

Eighth District Electrical Pension Fund

    84-6100393-001     Green   Green   No     3,089       2,544       2,192     No   Varies through
November 2018

Alaska Electrical Pension Plan

    92-6005171-001     Green   Green   No     2,701       639       68     No   Varies through
March 2017

IBEW Local 456 Pension Plan

    22-6238995-001     Green   Yellow   No     2,298       886       810     No   Varies through
December 2017

Plumbers and Pipefitters National Pension Fund

    52-6152779-001     Yellow   Yellow   Yes     1,666       850       197     No   June 2017

OE Pension Trust Fund

    94-6090764-001     Red   Red   Yes     1,508       1,264       991     Yes   Varies through
June 2020

Laborers National Pension Fund

    75-1280827-001     Green   Green   No     1,358       7,671       4,227     No   Varies through
June 2017

Operating Engineers Local 324 Pension Fund

    38-1900637-001     Red   Red   Yes     1,291       1,231       1,086     Yes   Varies through
April 2018

Alaska Laborers —Employers Retirement Fund

    91-6028298-001     Yellow   Yellow   Yes     1,216       181       —       No   January 2017

Local 697 IBEW and Electrical Industry Pension Fund

    51-6133048-001     Green   Yellow   No     1,207       1,066       200     Yes   May 2018

Fund

  Employee
Identification
Number/ Pension
Plan Number
    PPA Zone
Status
    Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan
    Contributions (in thousands)     Surcharge
Imposed
    Expiration Date
of Collective
Bargaining
Agreement
 
    2016     2015       2016     2015     2014      

Laborers District Council of W PA Pension Fund

    25-6135576-001       Red       Red       Yes       876       21       —         Yes       June 2017  

Midwest Operating Engineers Pension Trust Fund

    36-6140097-001       Yellow       Yellow       Yes       793       3,294       497       Yes      
Varies through
June 2017
 
 

Alaska Teamster Employer Pension Plan

    92-6003463-024       Red       Red       Yes       659       513       516       Yes       January 2017  

Joint Pension Local Union 164 IBEW

    22-6031199-001       Yellow       Yellow       Yes       33       513       1,816       No       May 2017  

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

    36-3020872-001       Green       Yellow       No       —         300       1,307       No       N/A  

All other plans

            27,201       20,475       21,055      
         

 

 

   

 

 

   

 

 

     

Total

          $ 85,235     $ 77,015     $ 71,204      
         

 

 

   

 

 

   

 

 

     

Quanta’s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December 31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December 31, 2016.

 

Pension Fund

   Plan Years in which
Quanta
Contributions Were
Five Percent or More

of Total Plan
Contributions

Pipeline Industry Pension Fund

   2015 and 2014

Eighth District Electrical Pension Fund

   2015 and 2014

Laborers National Pension Fund

   2015 and 2014

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

   2015 and 2014

Local 697 IBEW and Electrical Industry Pension Fund

   2015

Local Union No. 9 IBEW and Outside Contractors Pension Fund

   2015

Alaska Plumbing and Pipefitting Industry Pension Fund

   2015

Teamsters National Pipe Line Pension Plan

   2015

Joint Pension Local Union 164 IBEW

   2014
XML 55 R38.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]  
Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates

As of December 31, 2016, Quanta had made aggregate contributions to this unconsolidated affiliate of $13.5 million and had received $2.9 million as a return of capital. Also as of December 31, 2016, Quanta had outstanding additional capital commitments associated with investments in an unconsolidated affiliate related to this project as follows (in thousands):

 

     Capital Commitments  

Year Ending December 31:

  

2017 (1)

   $ 33,771  

2018

     —    

2019

     23,567  
  

 

 

 

Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project

   $ 57,338  
  

 

 

 

 

(1) A return of capital from unconsolidated affiliates of approximately $42.1 million is anticipated in August 2017 and is not included in these amounts.
Minimum Lease Payments

The following schedule shows the future minimum lease payments under these leases as of December 31, 2016 (in thousands):

 

     Operating Leases  

Year Ending December 31:

  

2017

   $ 99,677  

2018

     67,034  

2019

     44,216  

2020

     25,444  

2021

     13,761  

Thereafter

     16,331  
  

 

 

 

Total minimum lease payments

   $ 266,463  
  

 

 

 

 

XML 56 R39.htm IDEA: XBRL DOCUMENT v3.6.0.2
Segment Information (Tables)
12 Months Ended
Dec. 31, 2016
Segment Reporting [Abstract]  
Summarized Financial Information

Summarized financial information for Quanta’s reportable segments is presented in the following table (in thousands):

 

     Year Ended December 31,  
     2016      2015      2014  

Revenues:

        

Electric Power Infrastructure

   $ 4,850,495      $ 4,937,289      $ 5,302,671  

Oil and Gas Infrastructure

     2,800,824        2,635,147        2,444,558  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 7,651,319      $ 7,572,436      $ 7,747,229  
  

 

 

    

 

 

    

 

 

 

Operating income (loss):

        

Electric Power Infrastructure

   $ 395,745      $ 362,328      $ 462,985  

Oil and Gas Infrastructure

     149,502        142,929        162,797  

Corporate and non-allocated costs

     (224,434      (267,754      (196,722
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 320,813      $ 237,503      $ 429,060  
  

 

 

    

 

 

    

 

 

 

Depreciation:

        

Electric Power Infrastructure

   $ 91,269      $ 89,150      $ 76,214  

Oil and Gas Infrastructure

     67,374        65,315        57,414  

Corporate and non-allocated costs

     11,597        8,380        7,478  
  

 

 

    

 

 

    

 

 

 

Consolidated

   $ 170,240      $ 162,845      $ 141,106  
  

 

 

    

 

 

    

 

 

 
XML 57 R40.htm IDEA: XBRL DOCUMENT v3.6.0.2
Supplemental Cash Flow Information (Tables)
12 Months Ended
Dec. 31, 2016
Supplemental Cash Flow Elements [Abstract]  
Schedule of Effect of Changes in Operating Assets and Liabilities, Net Of Non-Cash Transactions, On Cash Flows From Operating Activities of Continuing Operations

The net effect of changes in operating assets and liabilities, net of non-cash transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Accounts and notes receivable

   $ 144,877     $ 150,470     $ (239,159

Costs and estimated earnings in excess of billings on uncompleted contracts

     (152,702     (49,358     (73,443

Inventories

     (9,905     (33,524     (4,025

Prepaid expenses and other current assets

     25,133       5,899       (35,493

Accounts payable and accrued expenses and other non-current liabilities

     73,452       (2,486     (60,829

Billings in excess of costs and estimated earnings on uncompleted contracts

     (124,680     153,017       28,596  

Other, net

     (13,743     (11,707     (4,908
  

 

 

   

 

 

   

 

 

 

Net change in operating assets and liabilities, net of non-cash transactions

   $ (57,568   $ 212,311     $ (389,261
  

 

 

   

 

 

   

 

 

 

 

Schedule of Additional Supplemental Cash Flow Information

Additional supplemental cash flow information is as follows (in thousands):

 

     Year Ended December 31,  
     2016     2015     2014  

Cash (paid) received during the period for —

      

Interest paid related to continuing operations

   $ (12,828   $ (7,087   $ (3,533

Income taxes paid related to continuing operations

   $ (121,662   $ (130,921   $ (223,901

Income taxes paid related to discontinued operations

   $ (7,260   $ (144,076   $ (5,286

Income tax refunds related to continuing operations

   $ 7,548     $ 23,788     $ 7,376  

 

XML 58 R41.htm IDEA: XBRL DOCUMENT v3.6.0.2
Quarterly Financial Data (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2016
Quarterly Financial Information Disclosure [Abstract]  
Consolidated Operating Results by Quarter

The table below sets forth the unaudited consolidated operating results by quarter for the years ended December 31, 2016 and 2015 (in thousands, except per share information).

 

     For the Three Months Ended  
     March 31,      June 30,      September 30,      December 31,  

2016:

           

Revenues

   $ 1,713,737      $ 1,792,430      $ 2,042,186      $ 2,102,966  

Gross profit

     203,313        200,217        302,582        307,688  

Net income

     20,859        16,729        74,152        88,358  

Net income attributable to common stock

     20,496        16,562        73,742        87,583  

Net income from continuing operations attributable to common stock

     20,496        16,562        73,137        88,530  

Earnings per share from continuing operations attributable to common stock — basic and diluted

   $ 0.13      $ 0.11      $ 0.47      $ 0.57  

2015:

           

Revenues

   $ 1,861,386      $ 1,872,340      $ 1,939,438      $ 1,899,272  

Gross profit

     237,906        227,505        235,215        223,039  

Net income (loss)

     58,185        49,565        218,956        (4,882

Net income (loss) attributable to common stock

     53,484        46,109        216,388        (5,074

Net income (loss) from continuing operations attributable to common stock

     47,689        32,007        43,176        (2,586

Earnings (loss) per share from continuing operations attributable to common stock — basic and diluted

   $ 0.22      $ 0.15      $ 0.23      $ (0.02

 

XML 59 R42.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business and Organization - Additional Information (Detail)
$ in Millions
3 Months Ended 12 Months Ended
Aug. 04, 2015
USD ($)
Sep. 30, 2015
USD ($)
Dec. 31, 2016
Segment
Acquisition
Dec. 31, 2015
Entity
Dec. 31, 2014
Entity
Organization And Description Of Business [Line Items]          
Number of reportable segments | Segment     2    
Acquisitions 2014 [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         9
Acquisitions 2014 [Member] | Electric Power Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         1
Acquisitions 2014 [Member] | Electric Power Infrastructure Services Business [Member] | Australia [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         1
Acquisitions 2014 [Member] | Electric Power Infrastructure Services Business [Member] | Canada [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         4
Acquisitions 2014 [Member] | Oil and Gas Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         1
Acquisitions 2014 [Member] | Oil and Gas Infrastructure Services Business [Member] | Canada [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions         2
Acquisitions 2015 [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       11  
Acquisitions 2015 [Member] | Electric Power Infrastructure Services Business [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       8  
Acquisitions 2015 [Member] | Electric Power Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       4  
Acquisitions 2015 [Member] | Electric Power Infrastructure Services Business [Member] | Australia [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       1  
Acquisitions 2015 [Member] | Electric Power Infrastructure Services Business [Member] | Canada [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       3  
Acquisitions 2015 [Member] | Oil and Gas Infrastructure Services Business [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       3  
Acquisitions 2015 [Member] | Oil and Gas Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       1  
Acquisitions 2015 [Member] | Oil and Gas Infrastructure Services Business [Member] | Australia [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       1  
Acquisitions 2015 [Member] | Oil and Gas Infrastructure Services Business [Member] | Canada [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions       1  
Acquisitions 2016 [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     5    
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     4    
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     1    
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | Australia [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     1    
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | Canada [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     2    
Acquisitions 2016 [Member] | Oil and Gas Infrastructure Services Business [Member] | United States [Member]          
Organization And Description Of Business [Line Items]          
Number of business acquisitions | Acquisition     1    
Fiber Optic Licensing Division [Member]          
Organization And Description Of Business [Line Items]          
Sales price of fiber optic licensing operations | $ $ 1,000        
Net cash proceeds from sale of fiber optic licensing operations | $ $ 848        
Gain on sale, Net of tax | $   $ 171      
XML 60 R43.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Principles of Consolidation) - Additional Information (Detail)
Dec. 31, 2016
Minimum [Member]  
Summary Of Significant Accounting Policies [Line Items]  
Equity method investment ownership 20.00%
Maximum [Member]  
Summary Of Significant Accounting Policies [Line Items]  
Equity method investment ownership 50.00%
XML 61 R44.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Cash and Cash Equivalents) - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Cash and Cash Equivalents [Line Items]        
Cash and cash equivalents $ 112,183 $ 128,771 $ 190,515 $ 488,777
Cash equivalents 8,800 1,400    
Investments in Joint Ventures [Member]        
Cash and Cash Equivalents [Line Items]        
Cash and cash equivalents 11,500 24,900    
Domestic Joint Ventures [Member]        
Cash and Cash Equivalents [Line Items]        
Cash and cash equivalents 10,000 11,900    
Domestic Bank Accounts [Member]        
Cash and Cash Equivalents [Line Items]        
Cash and cash equivalents 19,500 16,100    
Foreign Bank Accounts [Member]        
Cash and Cash Equivalents [Line Items]        
Cash and cash equivalents $ 92,700 $ 112,700    
XML 62 R45.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts) - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Receivables [Abstract]    
Number of days after accounts receivable are treated as delinquent 30 days 30 days
Number of days related to outstanding accounts receivable for analysis of the allowance for doubtful accounts At least 90 days  
Allowances for doubtful accounts on current receivable $ 2,752 $ 5,226
Current retainage balances 231,000 250,100
Non-current retainage balances 5,200 4,500
Unbilled receivables $ 206,800 $ 233,600
XML 63 R46.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Property and Equipment) - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Abstract]      
Depreciation expense related to property and equipment $ 170,240 $ 162,845 $ 141,106
Accrued capital expenditures 12,700 5,800  
Asset impairments $ 8,000 $ 6,600  
XML 64 R47.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Debt Issuance Costs) - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Debt Issuance Costs, Net [Abstract]      
Debt issuance costs related to amendment   $ 3,795  
Capitalized debt issuance costs $ 11,400 11,400  
Accumulated amortization of debt issuance costs 6,000 4,800  
Amortization expense related to capitalized debt issuance costs $ 1,356 $ 1,251 $ 1,094
XML 65 R48.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Goodwill and Other Intangibles) - Additional Information (Detail)
3 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Reporting_Unit
Dec. 31, 2016
USD ($)
Reporting_Unit
Divisions
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Goodwill And Intangible Assets [Line Items]        
Number of internal divisions | Divisions   2    
Decrease in fair value of reporting units considered for impairment calculation   10.00%    
Number of reporting units with fair values that approximated carrying values | Reporting_Unit   2    
Non-cash charge for impairment of goodwill $ 39,800,000 $ 0    
Goodwill 1,552,658,000 1,603,169,000 $ 1,552,658,000 $ 1,596,695,000
Intangible assets 205,074,000 $ 187,023,000 205,074,000  
Intangible asset impairment charges $ 12,100,000   $ 12,100,000  
Number of reporting units impacted impairment charge | Reporting_Unit 2      
Minimum [Member]        
Goodwill And Intangible Assets [Line Items]        
Reporting units growth rates   (2.00%)    
Maximum [Member]        
Goodwill And Intangible Assets [Line Items]        
Reporting units growth rates   24.00%    
Oil and Gas Infrastructure Division, Operating Units that have been Negatively Impacted by Various Factors [Member]        
Goodwill And Intangible Assets [Line Items]        
Goodwill   $ 68,000,000    
Intangible assets   $ 11,900,000    
XML 66 R49.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies - Significant Estimates Used by Management in Determining Fair Values of Company's Reporting Units (Detail)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Goodwill Impairment Testing Assumptions [Line Items]      
Years of cash flows before terminal value 5 years 5 years 5 years
Weighting of three approaches:      
Discounted cash flows 70.00% 70.00% 70.00%
Market multiple 15.00% 15.00% 15.00%
Market capitalization 15.00% 15.00% 15.00%
Minimum [Member]      
Goodwill Impairment Testing Assumptions [Line Items]      
Discount rates 12.50% 12.00% 12.00%
EBITDA multiples 5.5 5.0 5.0
Maximum [Member]      
Goodwill Impairment Testing Assumptions [Line Items]      
Discount rates 14.50% 16.00% 14.00%
EBITDA multiples 7.0 6.5 6.0
XML 67 R50.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Revenue Recognition) - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenue Recognition [Line Items]                      
Revenues $ 2,102,966,000 $ 2,042,186,000 $ 1,792,430,000 $ 1,713,737,000 $ 1,899,272,000 $ 1,939,438,000 $ 1,872,340,000 $ 1,861,386,000 $ 7,651,319,000 $ 7,572,436,000 $ 7,747,229,000
Change orders and/or claims 137,800,000       $ 137,200,000       $ 137,800,000 $ 137,200,000  
Maximum [Member]                      
Revenue Recognition [Line Items]                      
Percent change in contract estimates impact on operating results is less than this percentage                 5.00% 5.00% 5.00%
Alaska Power Plant Construction Project [Member]                      
Revenue Recognition [Line Items]                      
Losses on Contracts                 $ 54,800,000 $ 44,900,000  
Contract value of project $ 202,000,000               202,000,000    
Revenue Recognized For Losses Member | Alaska Power Plant Construction Project [Member]                      
Revenue Recognition [Line Items]                      
Revenues                 $ 0    
XML 68 R51.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Income Taxes) - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Examination [Line Items]        
Total amount of unrecognized tax benefits relating to uncertain tax positions $ 35,240,000 $ 54,541,000 $ 50,668,000 $ 48,306,000
Amount of unrecognized tax benefits change from year end relating to uncertain tax positions (19,300,000)      
Unrecognized tax benefits decrease resulting from current period tax positions 23,400,000      
Unrecognized tax benefits increase resulting from settlements with taxing authorities 4,200,000      
Maximum [Member]        
Income Tax Examination [Line Items]        
Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months $ 12,332,000 $ 27,485,000 $ 10,221,000  
Tax Year 2010 [Member] | Internal Revenue Service (IRS) [Member]        
Income Tax Examination [Line Items]        
Income tax examination, year completed 2010      
Tax Year 2011 [Member] | Internal Revenue Service (IRS) [Member]        
Income Tax Examination [Line Items]        
Income tax examination, year completed 2011      
Tax Year 2012 [Member] | Internal Revenue Service (IRS) [Member]        
Income Tax Examination [Line Items]        
Income tax examination, year completed 2012      
XML 69 R52.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Self-Insurance) - Additional Information (Detail)
12 Months Ended
Dec. 31, 2016
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Employer's liability claims subject to deductible per occurrence $ 1,000,000
Worker's compensation claims per occurrence 5,000,000
Auto liability insurance claims deductible 10,000,000
General liability insurance claims deductible 10,000,000
Employee health care benefit plans subject to deductible per claimant $ 400,000
XML 70 R53.htm IDEA: XBRL DOCUMENT v3.6.0.2
Summary of Significant Accounting Policies (Stock-Based Compensation) - Additional Information (Detail)
12 Months Ended
Dec. 31, 2016
shares
Restricted Stock Units to be Settled in Cash [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of common stock shares that may be received by RSU holder 1
XML 71 R54.htm IDEA: XBRL DOCUMENT v3.6.0.2
Discontinued Operations - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Aug. 04, 2015
Sep. 30, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Current liabilities of discontinued operations       $ 15,313,000  
Fiber Optic Licensing Division [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Sales price of fiber optic licensing operations $ 1,000,000,000        
Net cash proceeds from sale of fiber optic licensing operations $ 848,000,000        
Gain on disposal of discontinued operations before taxes   $ 272,000,000   271,833,000  
Tax amount from gain loss of disposal of discontinued operations   101,000,000      
Gain on sale, Net of tax   $ 171,000,000      
Assets of fiber optic licensing operations     $ 0 0  
Current liabilities of discontinued operations     0    
Non-current liabilities of discontinued operations     0 $ 0  
Telecommunications [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Legal fees     1,000,000   $ 1,000,000
Legal fees, net of tax impact     $ 700,000   $ 600,000
XML 72 R55.htm IDEA: XBRL DOCUMENT v3.6.0.2
Discontinued Operations - Summary of Financial Information for Fiber Optic Licensing Operations (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Discontinued Operations, Disposed of by Sale        
Net income (loss) from discontinued operations as presented in the consolidated statements of operations   $ (342) $ 190,621 $ 27,490
Fiber Optic Licensing Division [Member]        
Discontinued Operations, Disposed of by Sale        
Revenues     59,998 104,021
Cost of services (including depreciation)     24,748 39,295
Selling, general and administrative expenses   (980) 12,047 16,561
Amortization of intangible assets     963 1,650
Other income (expense) items that are not major     10 3
Net income before taxes of discontinued operations related to fiber optic licensing operations related to major classes of income before taxes   980 22,250 46,518
Pretax gain on the disposal of the fiber optic licensing operations $ 272,000   271,833  
Total pretax gain on fiber optic licensing operations   980 294,083 46,518
Provision for income taxes related to fiber optic licensing operations   667 103,462 18,401
Net income (loss) from discontinued operations as presented in the consolidated statements of operations   313 $ 190,621 28,117
Telecommunications [Member]        
Discontinued Operations, Disposed of by Sale        
Net income (loss) from discontinued operations as presented in the consolidated statements of operations   $ (655)   $ (627)
XML 73 R56.htm IDEA: XBRL DOCUMENT v3.6.0.2
Discontinued Operations - Reconciliation of Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations to the Consolidated Balance Sheet (Detail)
$ in Thousands
Dec. 31, 2015
USD ($)
Current liabilities:  
Accounts payable and accrued expenses $ 15,313
Total current liabilities of discontinued operations as presented in the consolidated balance sheets $ 15,313
XML 74 R57.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (2016 Acquisitions) - Additional Information (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Acquisition
shares
Dec. 31, 2015
USD ($)
Business Acquisition [Line Items]    
Goodwill acquired $ 45,186 $ 51,860
Acquisitions 2016 [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 5  
Cash paid or payable $ 75,900  
Contingent consideration $ 18,700  
Number of shares granted for acquired companies | shares 70,840  
Value of Quanta common stock and exchangeable shares issued $ 1,500  
Net tangible assets acquired 39,400  
Goodwill acquired 45,200  
Other intangible assets acquired 11,500  
Acquisitions 2016 [Member] | Maximum [Member]    
Business Acquisition [Line Items]    
Contingent consideration $ 39,500  
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 4  
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | Australia [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 1  
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | United States [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 1  
Acquisitions 2016 [Member] | Electric Power Infrastructure Services Business [Member] | Canada [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 2  
Acquisitions 2016 [Member] | Oil and Gas Infrastructure Services Business [Member] | United States [Member]    
Business Acquisition [Line Items]    
Number of business acquisitions | Acquisition 1  
XML 75 R58.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (2015 Acquisitions) - Additional Information (Detail) - Acquisitions 2015 [Member]
$ in Millions
12 Months Ended
Dec. 31, 2015
USD ($)
Entity
shares
Business Acquisition [Line Items]  
Cash paid or payable | $ $ 110.6
Number of shares granted for acquired companies | shares 461,037
Value of Quanta common stock and exchangeable shares issued | $ $ 10.1
Contingent consideration | $ $ 1.0
Number of business acquisitions 11
Electric Power Infrastructure Services Business [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 8
Electric Power Infrastructure Services Business [Member] | United States [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 4
Electric Power Infrastructure Services Business [Member] | Australia [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Electric Power Infrastructure Services Business [Member] | Canada [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 3
Oil and Gas Infrastructure Services Business [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 3
Oil and Gas Infrastructure Services Business [Member] | United States [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Oil and Gas Infrastructure Services Business [Member] | Australia [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Oil and Gas Infrastructure Services Business [Member] | Canada [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
XML 76 R59.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (2014 Acquisitions) - Additional Information (Detail) - Acquisitions 2014 [Member]
$ in Millions
12 Months Ended
Dec. 31, 2014
USD ($)
Entity
shares
Business Acquisition [Line Items]  
Number of business acquisitions 9
Cash paid or payable | $ $ 279.5
Value of Quanta common stock and exchangeable shares issued | $ $ 134.5
Common Stock [Member]  
Business Acquisition [Line Items]  
Number of shares granted for acquired companies | shares 686,382
Canadian Subsidiaries [Member] | Exchangeable Shares [Member]  
Business Acquisition [Line Items]  
Number of shares granted for acquired companies | shares 3,825,971
Series G Preferred Stock [Member]  
Business Acquisition [Line Items]  
Number of shares granted for acquired companies | shares 1
Series G Preferred Stock [Member] | Canadian Subsidiaries [Member] | Exchangeable Shares [Member]  
Business Acquisition [Line Items]  
Number of shares granted for acquired companies | shares 899,858
Electric Power Infrastructure Services Business [Member] | United States [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Electric Power Infrastructure Services Business [Member] | Australia [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Electric Power Infrastructure Services Business [Member] | Canada [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 4
Oil and Gas Infrastructure Services Business [Member] | United States [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 1
Oil and Gas Infrastructure Services Business [Member] | Canada [Member]  
Business Acquisition [Line Items]  
Number of business acquisitions 2
XML 77 R60.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Business Acquisition Purchase Price Allocation Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Business Acquisition [Line Items]    
Goodwill $ 45,186 $ 51,860
All Acquisitions [Member]    
Business Acquisition [Line Items]    
Value of Quanta common stock issued 1,508 10,127
Cash paid or payable 75,941 110,578
Contingent consideration 18,683 1,001
Fair value of total consideration transferred or estimated to be transferred 96,132 121,706
Current assets 24,233 35,188
Property and equipment 44,863 44,140
Other assets 2,553 4
Identifiable intangible assets 11,467 24,987
Current liabilities (12,477) (24,568)
Deferred tax liabilities, net (14,367) (5,056)
Other long-term liabilities (5,326) (5,606)
Non-controlling interests   747
Total identifiable net assets 50,946 69,836
Goodwill 45,186 51,870
Fair value of total consideration transferred $ 96,132 $ 121,706
XML 78 R61.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition [Line Items]      
Fair value of accounts receivable acquired $ 14,400 $ 20,600  
Goodwill acquired 45,186 51,860  
Income (loss) from continuing operations before income taxes 307,686 228,675 $ 426,599
Electric Power Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired 24,168 31,224  
Oil and Gas Infrastructure Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired 21,018 20,636  
Acquisitions 2016 [Member]      
Business Acquisition [Line Items]      
Goodwill acquired 45,200    
Goodwill expected to be deductible for income tax 2,000    
Revenues 68,500    
Income (loss) from continuing operations before income taxes (5,600)    
Acquisition costs 300    
Acquisitions 2016 [Member] | Electric Power Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired 24,200    
Acquisitions 2016 [Member] | Oil and Gas Infrastructure Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired $ 21,000    
Acquisitions 2015 [Member]      
Business Acquisition [Line Items]      
Goodwill expected to be deductible for income tax   34,000  
Revenues   104,600  
Income (loss) from continuing operations before income taxes   300  
Acquisition costs   3,600  
Acquisitions 2015 [Member] | Electric Power Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired   31,500  
Acquisitions 2015 [Member] | Oil and Gas Infrastructure Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired   $ 20,400  
Acquisitions 2014 [Member]      
Business Acquisition [Line Items]      
Revenues     314,100
Income (loss) from continuing operations before income taxes     3,400
Acquisition costs     11,600
Acquisitions 2014 [Member] | Electric Power Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired     72,300
Acquisitions 2014 [Member] | Oil and Gas Infrastructure Division [Member]      
Business Acquisition [Line Items]      
Goodwill acquired     $ 94,100
XML 79 R62.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization (Detail) - Acquisitions [Member]
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Estimated Fair Value at Acquisition Date $ 11,467
Weighted Average Amortization Period at Acquisition Date in Years 6 years 8 months 12 days
Customer Relationships [Member]  
Finite-Lived Intangible Assets [Line Items]  
Estimated Fair Value at Acquisition Date $ 5,645
Weighted Average Amortization Period at Acquisition Date in Years 3 years 9 months 18 days
Backlog [Member]  
Finite-Lived Intangible Assets [Line Items]  
Estimated Fair Value at Acquisition Date $ 2,085
Weighted Average Amortization Period at Acquisition Date in Years 2 years 1 month 6 days
Trade Names [Member]  
Finite-Lived Intangible Assets [Line Items]  
Estimated Fair Value at Acquisition Date $ 3,255
Weighted Average Amortization Period at Acquisition Date in Years 15 years
Non-compete Agreements [Member]  
Finite-Lived Intangible Assets [Line Items]  
Estimated Fair Value at Acquisition Date $ 482
Weighted Average Amortization Period at Acquisition Date in Years 5 years
XML 80 R63.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Unaudited Supplemental Pro Forma Results of Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Business Combinations [Abstract]      
Revenues $ 7,677,293 $ 7,770,744 $ 8,476,584
Gross profit 1,017,506 956,925 1,248,827
Selling, general and administrative expenses 656,109 612,979 745,321
Amortization of intangible assets 32,204 39,947 47,777
Net income from continuing operations 200,675 136,608 303,772
Net income from continuing operations attributable to common stock $ 198,960 $ 125,691 $ 285,404
Earnings per share from continuing operations attributable to common stock - basic and diluted $ 1.26 $ 0.64 $ 1.28
XML 81 R64.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets - Summary of Changes in Quanta's Goodwill (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Goodwill [Line Items]    
Goodwill, beginning balance $ 1,552,658 $ 1,596,695
Goodwill acquired 45,186 51,860
Purchase price allocation adjustments 15 (8,117)
Goodwill impaired   (39,826)
Foreign currency translation adjustments 5,310 (47,954)
Goodwill gross, ending balance 1,642,902 1,592,551
Accumulated impairment (39,733) (39,893)
Goodwill, ending balance 1,603,169 1,552,658
Electric Power Division [Member]    
Goodwill [Line Items]    
Goodwill, beginning balance 1,226,245 1,223,224
Goodwill acquired 24,168 31,224
Purchase price allocation adjustments 229 750
Foreign currency translation adjustments 3,337 (28,953)
Goodwill gross, ending balance 1,253,979 1,226,245
Goodwill, ending balance 1,253,979 1,226,245
Oil and Gas Infrastructure Division [Member]    
Goodwill [Line Items]    
Goodwill, beginning balance 326,413 373,471
Goodwill acquired 21,018 20,636
Purchase price allocation adjustments (214) (8,867)
Goodwill impaired   (39,826)
Foreign currency translation adjustments 1,973 (19,001)
Goodwill gross, ending balance 388,923 366,306
Accumulated impairment (39,733) (39,893)
Goodwill, ending balance $ 349,190 $ 326,413
XML 82 R65.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 484,336 $ 469,748
Accumulated Amortization (297,313) (264,674)
Intangible Assets, Net $ 187,023 205,074
Remaining Weighted Average Amortization Period in Years 10 years 4 months 24 days  
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 244,329 236,731
Accumulated Amortization (110,640) (90,840)
Intangible Assets, Net $ 133,689 145,891
Remaining Weighted Average Amortization Period in Years 8 years 8 months 12 days  
Backlog [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 133,592 130,818
Accumulated Amortization (132,441) (126,954)
Intangible Assets, Net $ 1,151 3,864
Remaining Weighted Average Amortization Period in Years 1 year 3 months 18 days  
Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 54,723 51,192
Accumulated Amortization (12,855) (9,525)
Intangible Assets, Net $ 41,868 41,667
Remaining Weighted Average Amortization Period in Years 17 years 8 months 12 days  
Non-compete Agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 29,212 28,560
Accumulated Amortization (25,546) (23,507)
Intangible Assets, Net $ 3,666 5,053
Remaining Weighted Average Amortization Period in Years 3 years 1 month 6 days  
Patented Rights and Developed Technology [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization $ 22,480 22,447
Accumulated Amortization (15,831) (13,848)
Intangible Assets, Net $ 6,649 $ 8,599
Remaining Weighted Average Amortization Period in Years 4 years 2 months 12 days  
XML 83 R66.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets - Additional Information (Detail)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Reporting_Unit
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Intangible Assets, Net (Excluding Goodwill) [Abstract]        
Amortization of intangible assets   $ 31,685 $ 34,848 $ 34,257
Intangible asset impairment charges $ 12,100   $ 12,100  
Number of reporting units impacted impairment charge | Reporting_Unit 2      
XML 84 R67.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Intangible Assets - Estimated Future Aggregate Amortization Expense of Intangible Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]    
2017 $ 25,574  
2018 24,265  
2019 22,227  
2020 20,948  
2021 18,620  
Thereafter 75,389  
Intangible Assets, Net $ 187,023 $ 205,074
XML 85 R68.htm IDEA: XBRL DOCUMENT v3.6.0.2
Per Share Information - Basic and Diluted Earnings Per Share (Detail) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Amounts attributable to common stock:                      
Net income from continuing operations $ 88,530 $ 73,137 $ 16,562 $ 20,496 $ (2,586) $ 43,176 $ 32,007 $ 47,689 $ 198,725 $ 120,286 $ 269,224
Net income (loss) from discontinued operations                 (342) 190,621 27,490
Net income attributable to common stock $ 87,583 $ 73,742 $ 16,562 $ 20,496 $ (5,074) $ 216,388 $ 46,109 $ 53,484 $ 198,383 $ 310,907 $ 296,714
Weighted average shares:                      
Weighted average shares outstanding for basic earnings per share                 157,287 195,113 219,668
Effect of dilutive stock options                 1 7 22
Weighted average shares outstanding for diluted earnings per share                 157,288 195,120 219,690
XML 86 R69.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts - Current and Long-Term Allowance for Doubtful Accounts (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Balance Sheet Related Disclosures [Abstract]      
Balance at beginning of year $ 5,226 $ 6,174  
Charged to bad debt expense (recoveries of bad debt expense) (543) 224 $ 1,411
Deductions for uncollectible receivables written off, net of recoveries (1,931) (1,172)  
Balance at end of year $ 2,752 $ 5,226 $ 6,174
XML 87 R70.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts - Contracts in Progress (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Balance Sheet Related Disclosures [Abstract]    
Costs incurred on contracts in progress $ 6,687,484 $ 5,725,078
Estimated earnings, net of estimated losses 766,560 756,974
Cost and estimated earnings, total 7,454,044 6,482,052
Less - Billings to date (7,255,582) (6,563,537)
Cost and estimated earnings, Net 198,462 (81,485)
Costs and estimated earnings in excess of billings on uncompleted contracts 473,308 317,745
Less - Billings in excess of costs and estimated earnings on uncompleted contracts (274,846) (399,230)
Cost and estimated earnings, Net $ 198,462 $ (81,485)
XML 88 R71.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts - Property and Equipment (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]    
Land $ 45,919 $ 41,428
Buildings and leasehold improvements 137,515 116,697
Operating equipment and vehicles 1,634,850 1,517,630
Office equipment, furniture and fixtures and information technology systems 145,174 137,670
Construction work in progress 73,461 43,806
Property and equipment, Gross 2,036,919 1,857,231
Less - Accumulated depreciation and amortization (862,825) (755,272)
Property and equipment, net $ 1,174,094 $ 1,101,959
Minimum [Member] | Buildings and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 5 years  
Minimum [Member] | Operating Equipment and Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 5 years  
Minimum [Member] | Office Equipment, Furniture and Fixtures and Information Technology Systems [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 3 years  
Maximum [Member] | Buildings and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 30 years  
Maximum [Member] | Operating Equipment and Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 25 years  
Maximum [Member] | Office Equipment, Furniture and Fixtures and Information Technology Systems [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment of Estimated Useful Lives in Years 10 years  
XML 89 R72.htm IDEA: XBRL DOCUMENT v3.6.0.2
Detail of Certain Balance Sheet Accounts - Accounts Payable and Accrued Expenses (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Balance Sheet Related Disclosures [Abstract]    
Accounts payable, trade $ 529,608 $ 452,295
Accrued compensation and related expenses 194,056 159,045
Accrued insurance, current portion 60,880 61,327
Deferred revenues, current portion 15,512 8,010
Income and franchise taxes payable 40,765 3,923
Other accrued expenses 81,998 97,534
Accounts payable and accrued expenses, Total $ 922,819 $ 782,134
XML 90 R73.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations - Long-term Debt Obligations (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Debt Disclosure [Abstract]    
Borrowings under credit facility $ 351,341 $ 466,850
Other long-term debt, interest rates ranging from 3.4% to 4.3% 3,305 5,401
Capital leases, interest rates ranging from 2.5% to 6.2% 3,744 5,351
Total long-term debt obligations 358,390 477,602
Total long-term debt obligations 358,390 477,602
Less - Current maturities of long-term debt 4,828 2,238
Total long-term debt obligations, net of current maturities $ 353,562 $ 475,364
XML 91 R74.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations - Long-term Debt Obligations (Parenthetical) (Detail)
Dec. 31, 2016
Dec. 31, 2015
Minimum [Member] | Other Long Term Debt [Member]    
Debt Instrument [Line Items]    
Capital leases and Other long-term debt interest rates 3.40% 3.40%
Minimum [Member] | Capital Leases [Member]    
Debt Instrument [Line Items]    
Capital leases and Other long-term debt interest rates 2.50% 2.50%
Maximum [Member] | Other Long Term Debt [Member]    
Debt Instrument [Line Items]    
Capital leases and Other long-term debt interest rates 4.30% 4.30%
Maximum [Member] | Capital Leases [Member]    
Debt Instrument [Line Items]    
Capital leases and Other long-term debt interest rates 6.20% 6.20%
XML 92 R75.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations - Current Maturities of Long-Term Debt and Short-Term Debt (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Short-term Debt [Abstract]    
Short-term debt $ 2,735 $ 4,829
Current maturities of long-term debt 4,828 2,238
Current maturities of long-term debt and short-term debt $ 7,563 $ 7,067
XML 93 R76.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations (Credit Facility - Amended and Restated Credit Agreement) - Additional Information (Detail) - Current Credit Agreement [Member]
12 Months Ended
Dec. 31, 2016
USD ($)
Line of Credit Facility [Line Items]  
Senior secured revolving credit facility $ 1,810,000,000
Maturity date of senior secured revolving credit facility Dec. 18, 2020
Option to increase revolving commitments under the credit agreement $ 400,000,000
Revolving Loans and Letter of Credit in Alternative Currencies [Member]  
Line of Credit Facility [Line Items]  
Senior secured revolving credit facility 600,000,000
U S Dollar [Member] | Swing Lines Loan [Member]  
Line of Credit Facility [Line Items]  
Senior secured revolving credit facility 100,000,000
Canadian Dollars [Member] | Swing Lines Loan [Member]  
Line of Credit Facility [Line Items]  
Senior secured revolving credit facility 50,000,000
Australian Dollars [Member] | Swing Lines Loan [Member]  
Line of Credit Facility [Line Items]  
Senior secured revolving credit facility $ 30,000,000
XML 94 R77.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations (Credit Facility - Current Borrowings) - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Line of Credit Facility [Line Items]    
Letters of credit and bank guarantees under the credit facility $ 305,600  
Amount borrowed under the credit facility 351,341 $ 466,850
Credit facility available for revolving loans or issuing new letters of credit 1,150,000  
Letters Of Credit and Bank Guarantees [Member]    
Line of Credit Facility [Line Items]    
Letters of credit and bank guarantees under the credit facility 305,600  
Letters Of Credit and Bank Guarantees [Member] | U S Dollar [Member]    
Line of Credit Facility [Line Items]    
Letters of credit and bank guarantees under the credit facility 210,800  
Letters Of Credit and Bank Guarantees [Member] | Primarily Canadian and Australian dollars [Member]    
Line of Credit Facility [Line Items]    
Letters of credit and bank guarantees under the credit facility 94,800  
Borrowings Under Credit Facility [Member]    
Line of Credit Facility [Line Items]    
Amount borrowed under the credit facility 351,300  
Borrowings Under Credit Facility [Member] | U S Dollar [Member]    
Line of Credit Facility [Line Items]    
Amount borrowed under the credit facility 210,000  
Borrowings Under Credit Facility [Member] | Canadian Dollars [Member]    
Line of Credit Facility [Line Items]    
Amount borrowed under the credit facility $ 141,300  
XML 95 R78.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations - Information on Borrowings under Current and Prior Credit Facility and Applicable Interest Rates (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Line of Credit Facility [Abstract]      
Maximum amount outstanding during the period $ 518,607 $ 606,753 $ 130,856
Average daily amount outstanding under the credit facility $ 458,908 $ 258,815 $ 29,814
Weighted-average interest rate 2.10% 1.80% 2.70%
XML 96 R79.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations (Credit Facility - Terms under the Amended and Restated Credit Agreement) - Additional Information (Detail) - Current Credit Agreement [Member]
12 Months Ended
Dec. 31, 2016
USD ($)
Line of Credit Facility [Line Items]  
Reduction in Quanta's maximum funded debt and maximum senior debt by all cash and cash equivalents in excess of amount $ 25,000,000
Percentage of capital stock of direct foreign subsidiaries required to secure credit agreement 65.00%
Amount of availability under the credit agreement and/or cash and cash equivalents on hand that must be present to allow for cash payments of dividends and stock repurchases $ 100,000,000
Cross default provisions with debt instruments exceeding this amount $ 100,000,000
Minimum [Member]  
Line of Credit Facility [Line Items]  
Commitment fee 0.20%
Minimum [Member] | Standby Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.125%
Minimum [Member] | Performance Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 0.675%
Maximum [Member]  
Line of Credit Facility [Line Items]  
Commitment fee 0.40%
Maximum [Member] | Standby Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 2.125%
Maximum [Member] | Performance Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.275%
Excess of Eurocurrency Rate Applicable to Domestic Borrowings Only [Member] | Minimum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.125%
Excess of Eurocurrency Rate Applicable to Domestic Borrowings Only [Member] | Maximum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 2.125%
Excess of Base Rate Domestic Borrowings Only [Member] | Minimum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 0.125%
Excess of Base Rate Domestic Borrowings Only [Member] | Maximum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.125%
Excess of Euro Currency Rate of Credit Agreement for Foreign Borrowings [Member] | Minimum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.125%
Excess of Euro Currency Rate of Credit Agreement for Foreign Borrowings [Member] | Maximum [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 2.125%
Excess of Federal Funds Rate [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 0.50%
Excess of Euro Currency Rate [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.00%
XML 97 R80.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Obligations (Credit Facility - prior to 4/1/14 information - Additional Information (Detail) - Prior to 4/1/14 [Member]
12 Months Ended
Dec. 31, 2016
Line of Credit Facility [Line Items]  
Commitment fee 0.20%
Excess of Eurocurrency Rate Applicable to Domestic Borrowings Only [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.25%
Excess of Base Rate Domestic Borrowings Only [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 0.25%
Excess of Euro Currency Rate of Credit Agreement for Foreign Borrowings [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.25%
Standby Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 1.25%
Performance Letters of Credit [Member]  
Line of Credit Facility [Line Items]  
Debt Instrument Basis Spread On Variable Rate 0.75%
XML 98 R81.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Components of Income (Loss) Before Income Taxes (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income (loss) from continuing operations before income taxes:      
Domestic $ 349,959 $ 244,955 $ 263,357
Foreign (42,273) (16,280) 163,242
Income from continuing operations before income taxes $ 307,686 $ 228,675 $ 426,599
XML 99 R82.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Provision for Income Taxes (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Current:      
Federal $ 106,316 $ 85,830 $ 67,430
State 11,549 9,783 8,693
Foreign 5,076 21,262 39,978
Total current tax provision 122,941 116,875 116,101
Deferred:      
Federal (264) (5,247) 11,507
State (923) 917 2,232
Foreign (14,508) (15,073) 9,167
Total deferred tax provision (benefit) (15,695) (19,403) 22,906
Total provision for income taxes from continuing operations $ 107,246 $ 97,472 $ 139,007
XML 100 R83.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Effective Income Tax Rate Reconciliation (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]      
Provision at the statutory rate $ 107,690 $ 80,036 $ 149,697
Increases (decreases) resulting from -      
State taxes 6,479 7,241 7,890
Foreign taxes 1,860 1,239 (13,059)
Contingency reserves, net (13,540) 4,438 (650)
Production activity deduction (8,586) (6,871) (6,033)
Employee per diems, meals and entertainment 8,764 8,727 9,817
Taxes on unincorporated joint ventures (656) (3,838) (6,429)
Asset impairments 1,909 7,047  
Other 3,326 (547) (2,226)
Total provision for income taxes from continuing operations $ 107,246 $ 97,472 $ 139,007
XML 101 R84.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Deferred income tax liabilities:      
Property and equipment $ (214,902) $ (189,793)  
Goodwill (83,097) (69,059)  
Other intangibles (33,566) (36,565)  
Other book/tax accounting method differences (41,241) (61,095)  
Total deferred income tax liabilities (372,806) (356,512)  
Deferred income tax assets:      
Accruals and reserves 21,681 25,070  
Accrued insurance 79,630 75,591  
Stock and incentive compensation and pension withdrawal liabilities 58,744 52,009  
Net operating loss carryforwards 37,362 27,255  
Other 7,546 10,894  
Subtotal 204,963 190,819  
Valuation allowance (14,991) (16,141) $ (13,000)
Total deferred income tax assets 189,972 174,678  
Total net deferred income tax liabilities $ (182,834) $ (181,834)  
XML 102 R85.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Net Deferred Income Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Deferred income taxes:    
Assets $ 10,000 $ 4,657
Liabilities (192,834) (186,491)
Total net deferred income tax liabilities $ (182,834) $ (181,834)
XML 103 R86.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Taxes [Line Items]      
Valuation allowance for deferred income tax assets $ 14,991 $ 16,141 $ 13,000
Change in total valuation allowance (1,100) 3,100 (300)
Tax effect of state and foreign net operating loss carryforwards 37,362 27,255  
2017 700    
2018 400    
2019 800    
2020 500    
2021 500    
Thereafter 37,300    
Valuation allowance foreign and state net operating loss carryforwards 12,600    
Not provided U.S. income taxes of unremitted foreign earnings 298,800    
Reduction due to expiration of certain federal and state statutes of limitations 23,448 282 9,209
Interest and penalties expense (income) in the provision for income taxes (3,200) $ 2,400 $ 500
Gross Amount Before Balance Sheet Presentation Netting [Member]      
Income Taxes [Line Items]      
Tax effect of state and foreign net operating loss carryforwards $ 40,200    
Tax Year 2010 [Member] | Internal Revenue Service (IRS) [Member]      
Income Taxes [Line Items]      
Income tax examination, year completed 2010    
Tax Year 2011 [Member] | Internal Revenue Service (IRS) [Member]      
Income Taxes [Line Items]      
Income tax examination, year completed 2011    
Tax Year 2012 [Member] | Internal Revenue Service (IRS) [Member]      
Income Taxes [Line Items]      
Income tax examination, year completed 2012    
Earliest Tax Year [Member] | Canada Revenue Agency [Member]      
Income Taxes [Line Items]      
Open tax year 2010    
Latest Tax Year [Member] | Canada Revenue Agency [Member]      
Income Taxes [Line Items]      
Open tax year 2014    
XML 104 R87.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Reconciliation of Unrecognized Tax Benefit (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]      
Balance at beginning of year $ 54,541 $ 50,668 $ 48,306
Additions based on tax positions related to the current year 4,227 5,340 9,133
Additions for tax positions of prior years 2,048 292 2,438
Reductions for tax positions of prior years (1,948) (132)  
Reductions for audit settlements (180) (1,345)  
Reductions resulting from a lapse of the applicable statute of limitations periods (23,448) (282) (9,209)
Balance at end of year $ 35,240 $ 54,541 $ 50,668
XML 105 R88.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes - Balances of Unrecognized Tax Benefits (Detail) - USD ($)
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]        
Unrecognized tax benefits $ 35,240,000 $ 54,541,000 $ 50,668,000 $ 48,306,000
Portion that, if recognized, would reduce tax expense and effective tax rate 33,128,000 48,312,000 42,952,000  
Accrued interest on unrecognized tax benefits 5,539,000 8,750,000 6,304,000  
Accrued penalties on unrecognized tax benefits 650,000 673,000 697,000  
Portion that, if recognized, would reduce tax expense and effective tax rate lower bound 0 0 0  
Portion that, if recognized, would reduce tax expense and effective tax rate upper bound 10,983,000 24,009,000 8,484,000  
Minimum [Member]        
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]        
Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months 0 0 0  
Maximum [Member]        
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]        
Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months $ 12,332,000 $ 27,485,000 $ 10,221,000  
XML 106 R89.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity (Exchangeable Shares and Series F and Series G Preferred Stock) - Additional Information (Detail) - shares
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Class of Stock [Line Items]      
Minimum number of shares that can be exchanged by exchangeable shareholders unless the number of remaining exchangeable shares registered in the name of the holder is less 50,000    
Number of shares of Common stock received for each exchangeable share 1    
Common stock, shares outstanding 144,710,773 152,907,166  
Common Stock [Member]      
Class of Stock [Line Items]      
Exchangeable shares exchanged for common stock 360,589 449,929 0
Series F Preferred Stock [Member]      
Class of Stock [Line Items]      
Number of preferred Stock issued to voting trust 1 1  
Series G Preferred Stock [Member]      
Class of Stock [Line Items]      
Number of preferred Stock issued to voting trust 1 1  
Exchangeable Shares [Member]      
Class of Stock [Line Items]      
Exchangeable shares exchanged for common stock (360,589) (449,929)  
Common stock, shares outstanding 6,515,453 6,876,042  
Series F- and Series G- Preferred Stock [Member]      
Class of Stock [Line Items]      
Exchangeable stock shares outstanding 3,900,000    
XML 107 R90.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity (Treasury Stock) - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended 18 Months Ended
Dec. 01, 2016
Sep. 30, 2015
Dec. 31, 2015
Sep. 30, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2013
Equity, Class of Treasury Stock [Line Items]                  
Retirement of treasury stock, shares 84,800,000                
Value of treasury stock acquired, cost method           $ 1,456,361,000 $ 93,482,000    
Treasury stock related to deferred compensation plans     $ 6,600,000   $ 6,800,000 6,600,000 900,000 $ 6,800,000  
Treasury stock, value     $ 1,795,257,000   $ 14,288,000 1,795,257,000   $ 14,288,000  
Payments for repurchase of common stock           1,606,361,000 93,482,000    
Accelerated stock repurchases settled at a later date           150,000,000      
2015 Repurchase Program [Member] | Maximum [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Aggregate authorized amount of common stock to be repurchased   $ 1,250,000,000   $ 1,250,000,000          
2015 Repurchase Program Open Market Purchases [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Treasury stock acquired     19,200,000            
Value of treasury stock acquired, cost method     $ 449,900,000            
Accelerated Share Repurchase Agreement [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Treasury stock acquired   25,700,000     9,400,000        
Value of treasury stock acquired, cost method   $ 600,000,000              
Aggregate authorized amount of common stock to be repurchased   750,000,000   $ 750,000,000          
Payments for repurchase of common stock   750,000,000              
Accelerated stock repurchases settled at a later date   $ 150,000,000              
2015 Repurchase Plan Open Market Purchases And Accelerated Share Repurchase Agreement [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Treasury stock acquired               54,300,000  
Value of treasury stock acquired, cost method               $ 1,200,000,000  
Treasury stock remaining authorized repurchase amount         $ 50,100,000     $ 50,100,000  
2013 Repurchase Program [Member] | Maximum [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Aggregate authorized amount of common stock to be repurchased                 $ 500,000,000
2013 Repurchase Program Open Market Repurchases [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Treasury stock acquired       14,300,000          
Value of treasury stock acquired, cost method       $ 406,500,000          
Additional Paid-in Capital [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Retirement of treasury stock         (1,946,128,000)        
Accelerated stock repurchases settled at a later date           150,000,000      
Treasury Stock [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Retirement of treasury stock         $ 1,946,129,000        
Value of treasury stock acquired, cost method           $ 1,456,361,000 $ 93,482,000    
Common Stock Withheld for Settlement of Employee Tax Liabilities [Member] | Treasury Stock [Member]                  
Equity, Class of Treasury Stock [Line Items]                  
Treasury stock acquired         400,000 400,000 400,000    
Value of treasury stock acquired, cost method         $ 8,300,000 $ 10,400,000 $ 12,300,000    
XML 108 R91.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity (Non-controlling Interests) - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Noncontrolling Interest [Line Items]      
Income attributable to the other joint venture members $ 1,700 $ 10,900 $ 18,400
Carrying value of the investments held by Quanta in variable interest entities 3,300 2,300  
Non-controlling interests 3,275 2,321  
Distributions to non-controlling interests $ 761 21,228 $ 14,432
Contributions received from a joint venture partner   2,313  
Corporate Joint Venture [Member]      
Noncontrolling Interest [Line Items]      
Contributions received from a joint venture partner   $ 2,300  
XML 109 R92.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation (Stock Incentive Plans) - Additional Information (Detail)
Dec. 31, 2016
shares
2011 Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Aggregate number of shares of common stock that may be issued 11,750,000
2007 Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Aggregate number of shares of common stock that may be issued 4,000,000
XML 110 R93.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation (Restricted Stock and RSUs to be Settled in Common Stock) - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Non-cash stock compensation expense $ 42,843 $ 36,939 $ 37,449
Restricted Stock and Restricted Stock Units to be Settled in Common Stock [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards vested 1.4 1.3 1.1
Fair value of restricted stock, vested $ 28,900 $ 35,900 $ 37,500
Non-cash stock compensation expense $ 39,600 $ 33,300 $ 35,000
Restricted Stock and Restricted Stock Units to be Settled in Common Stock [Member] | Maximum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period for restricted stock and restricted stock units 3 years    
Restricted Stock and Restricted Stock Units to be Settled in Common Stock [Member] | Minimum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period for restricted stock and restricted stock units 2 years    
Restricted Stock Units to be Settled in Common Stock [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted, shares 1.8 1.3 1.4
Granted, weighted average grant date fair value, per share $ 22.22 $ 27.64 $ 35.08
Unrecognized compensation cost, related to unvested restricted stock, total $ 29,800    
Expected weighted average period to recognize compensation cost on restricted stock and RSUs to be settled in stock (in years) 1 year 6 months 7 days    
XML 111 R94.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation - Summary of Restricted Stock and RSU to be Settled in Common Stock Activity (Detail) - Restricted Stock and RSUs to be Settled in Common Stock [Member]
shares in Thousands
12 Months Ended
Dec. 31, 2016
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested at January 1, 2016, shares | shares 2,377
Granted, shares | shares 1,846
Vested, shares | shares (1,369)
Forfeited, shares | shares (143)
Unvested at December 31, 2016, shares | shares 2,711
Unvested, Weighted Average Grant Date Fair Value (Per share), Beginning of Period | $ / shares $ 30.36
Granted, Weighted Average Grant Date Fair Value (Per share) | $ / shares 22.22
Vested, Weighted Average Grant Date Fair Value (Per share) | $ / shares 29.58
Forfeited, Weighted Average Grant Date Fair Value (Per share) | $ / shares 25.93
Unvested, Weighted Average Grant Date Fair Value (Per share), End of Period | $ / shares $ 25.45
XML 112 R95.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation (Performance Units to be Settled in Common Stock) - Additional Information (Detail) - Performance Units [Member] - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Required performance period 3 years    
Performance units vesting conditions These performance units cliff-vest at the end of a three-year performance period based on achievement of three-year company financial performance targets and strategic initiatives established by the Compensation Committee.    
Performance units granted 300,000 200,000 100,000
Granted, weighted average grant date fair value, per share $ 22.86 $ 28.16 $ 35.20
Compensation costs $ 3.2 $ 3.6 $ 2.4
Performance units vested 0 0 0
Number of common shares issued in connection with performance units 0 0 0
Minimum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Performance units performance percentage 0.00%    
Maximum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Performance units performance percentage 200.00%    
XML 113 R96.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation (RSUs to be Settled in Cash) - Additional Information (Detail) - Restricted Stock Units to be Settled in Cash [Member] - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of common stock shares that may be received by RSU holder 1    
Compensation expense related to Restricted Stock Units to be settled in cash $ 7.0 $ 4.0 $ 3.9
Payments to settle liabilities under compensation plan 4.6 4.2 $ 3.1
Accrued liabilities under Compensation Plan $ 5.1 $ 2.7  
Minimum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period for restricted stock and restricted stock units 2 years    
Maximum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period for restricted stock and restricted stock units 3 years    
XML 114 R97.htm IDEA: XBRL DOCUMENT v3.6.0.2
Employee Benefit Plans - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Employee Benefit Plans [Line Items]      
Multiemployer defined contribution and other benefit plan contributions other than MEP DBP $ 139.3 $ 147.1 $ 129.0
Contributions to the deferred compensation plans 1.0 1.0 0.3
Deferred compensation obligations included in other long-term liabilities 19.1 11.7  
Deferred compensation obligations included in other long-term assets $ 17.9 11.3  
401K Plan [Member]      
Employee Benefit Plans [Line Items]      
Percentage of contribution by employer of each employee's contribution up to 3% 100.00%    
Percentage of contribution by employer of each employee who contributes between three and six percent 50.00%    
Percentage of employee contribution, lower range 3.00%    
Percentage of employee contribution, high range 6.00%    
Contributions to Quanta 401(k) Plan $ 21.9 $ 17.7 $ 13.9
Red Zone [Member]      
Employee Benefit Plans [Line Items]      
Percentage Funded in this Zone Less than 65 %    
Yellow Zone [Member]      
Employee Benefit Plans [Line Items]      
Percentage Funded in this Zone Less than 80 %    
Green Zone [Member]      
Employee Benefit Plans [Line Items]      
Percentage Funded in this Zone at least 80 %    
XML 115 R98.htm IDEA: XBRL DOCUMENT v3.6.0.2
Employee Benefit Plans - Summary of Plan Information Relating to Participation in Multiemployer Pension Plans (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Multiemployer Plans [Line Items]      
Contributions $ 85,235 $ 77,015 $ 71,204
National Electrical Benefit Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 53-0181657-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 22,912 $ 21,200 20,758
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through March 2020    
Pipeline Industry Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 73-6146433-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 6,954 $ 6,087 6,280
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement June 2017    
Pipeline Industry Pension Fund [Member] | Maximum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Pipeline Industry Pension Fund [Member] | Minimum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2014    
Central Pension Fund of the IUOE & Participating Employers [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 36-6052390-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 5,668 $ 5,677 7,847
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through June 2017    
Laborers Pension Trust Fund for Northern California [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 94-6277608-001    
PPA Zone Status Yellow Yellow  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 3,805 $ 2,603 1,357
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement June 2019    
Eighth District Electrical Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 84-6100393-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 3,089 $ 2,544 2,192
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through November 2018    
Eighth District Electrical Pension Fund [Member] | Maximum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Eighth District Electrical Pension Fund [Member] | Minimum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2014    
Alaska Electrical Pension Plan [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 92-6005171-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 2,701 $ 639 68
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through March 2017    
IBEW Local 456 Pension Plan [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 22-6238995-001    
PPA Zone Status Green Yellow  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 2,298 $ 886 810
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through December 2017    
Plumbers and Pipefitters National Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 52-6152779-001    
PPA Zone Status Yellow Yellow  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 1,666 $ 850 197
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement June 2017    
OE Pension Trust Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 94-6090764-001    
PPA Zone Status Red Red  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 1,508 $ 1,264 991
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement Varies through June 2020    
Laborers National Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 75-1280827-001    
PPA Zone Status Green Green  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 1,358 $ 7,671 4,227
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement Varies through June 2017    
Laborers National Pension Fund [Member] | Maximum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Laborers National Pension Fund [Member] | Minimum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2014    
Operating Engineers Local 324 Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 38-1900637-001    
PPA Zone Status Red Red  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 1,291 $ 1,231 1,086
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement Varies through April 2018    
Alaska Laborers -Employers Retirement Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 91-6028298-001    
PPA Zone Status Yellow Yellow  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 1,216 $ 181  
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement January 2017    
Local 697 IBEW and Electrical Industry Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 51-6133048-001    
PPA Zone Status Green Yellow  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions $ 1,207 $ 1,066 200
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement May 2018    
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Laborers District Council of W PA Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 25-6135576-001    
PPA Zone Status Red Red  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 876 $ 21  
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement June 2017    
Midwest Operating Engineers Pension Trust Fund [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 36-6140097-001    
PPA Zone Status Yellow Yellow  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 793 $ 3,294 497
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement Varies through June 2017    
Alaska Teamster Employer Pension Plan [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 92-6003463-024    
PPA Zone Status Red Red  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 659 $ 513 516
Surcharge Imposed Yes    
Expiration Date of Collective Bargaining Agreement January 2017    
Joint Pension Local Union 164 IBEW [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 22-6031199-001    
PPA Zone Status Yellow Yellow  
Subject to Financial Improvement/ Rehabilitation Plan Implemented    
Contributions $ 33 $ 513 1,816
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement May 2017    
Plan years in which Quanta contributions were five percent or more of total plan contributions 2014    
Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan [Member]      
Multiemployer Plans [Line Items]      
Employer Identification Number 36-3020872-001    
PPA Zone Status Green Yellow  
Subject to Financial Improvement/ Rehabilitation Plan No    
Contributions   $ 300 1,307
Surcharge Imposed No    
Expiration Date of Collective Bargaining Agreement N/A    
Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan [Member] | Maximum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan [Member] | Minimum [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2014    
All Other Plans [Member]      
Multiemployer Plans [Line Items]      
Contributions $ 27,201 $ 20,475 $ 21,055
Local Union No. 9 IBEW and Outside Contractors Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Alaska Plumbing and Pipefitting Industry Pension Fund [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
Teamsters National Pipe Line Pension Plan [Member]      
Multiemployer Plans [Line Items]      
Plan years in which Quanta contributions were five percent or more of total plan contributions 2015    
XML 116 R99.htm IDEA: XBRL DOCUMENT v3.6.0.2
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Related Party Transactions [Abstract]      
Lease agreement terms 5 years    
Related party lease expenses $ 8.7 $ 10.6 $ 8.5
XML 117 R100.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Investments in Affiliates and Other Entities) - Additional Information (Detail)
$ in Millions
27 Months Ended
Dec. 31, 2016
USD ($)
km
May 31, 2022
USD ($)
Mar. 31, 2017
USD ($)
Other Commitments, Planned Oil and Gas Infrastructure Projects [Member]      
Other Commitments [Line Items]      
Outstanding capital commitment $ 20.5    
Scenario Forecast [Member] | Other Commitments, Planned Oil and Gas Infrastructure Projects [Member]      
Other Commitments [Line Items]      
Outstanding capital commitment   $ 20.2 $ 0.3
Alberta Power Line [Member]      
Other Commitments [Line Items]      
Length of electrical transmission line to be constructed under contract | km 500    
Aggregate contributions to this unconsolidated affiliate $ 13.5    
Proceeds from return of capital $ 2.9    
XML 118 R101.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Detail) - Corporate Joint Venture [Member] - Other Commitments, Engineering, Procurement and Construction Electric Transmission Project [Member]
$ in Thousands
Dec. 31, 2016
USD ($)
Other Commitments [Line Items]  
Capital commitments, 2017 $ 33,771
Capital commitments, 2018 0
Capital commitments, 2019 23,567
Total capital commitments associated with investments in an unconsolidated affiliate related to an EPC electrical transmission project $ 57,338
XML 119 R102.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Parenthetical) (Detail)
$ in Millions
1 Months Ended
Aug. 31, 2017
USD ($)
Other Commitments, Engineering, Procurement and Construction Electric Transmission Project [Member] | Corporate Joint Venture [Member] | Scenario Forecast [Member]  
Other Commitments [Line Items]  
Return of capital from unconsolidated affiliates anticipated for 2017 $ 42.1
XML 120 R103.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies - Minimum Lease Payments (Detail)
$ in Thousands
Dec. 31, 2016
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2017 $ 99,677
2018 67,034
2019 44,216
2020 25,444
2021 13,761
Thereafter 16,331
Total minimum lease payments $ 266,463
XML 121 R104.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Leases) - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Leases [Abstract]      
Rent expense related to operating leases $ 242.3 $ 208.5 $ 161.5
Maximum guaranteed residual value $ 556.5    
XML 122 R105.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Committed Expenditures) - Additional Information (Detail)
$ in Millions
Dec. 31, 2016
USD ($)
Vehicle Fleet Committed Capital [Member]  
Unrecorded Unconditional Purchase Obligation [Line Items]  
Estimated committed capital in next fiscal year $ 22.4
XML 123 R106.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail)
1 Months Ended 12 Months Ended
Jan. 31, 2015
USD ($)
Dec. 31, 2016
USD ($)
Apr. 21, 2010
mi
Maximum [Member] | Lorenzo Benton v Telecom Network Specialists Inc [Member]      
Loss Contingencies [Line Items]      
Reasonable possible loss   $ 23,000,000  
Sunrise Powerlink Project [Member]      
Loss Contingencies [Line Items]      
Length of electrical transmission line to be constructed under contract | mi     117
Proceeds from customers $ 65,000,000    
XML 124 R107.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Concentrations of Credit Risk) - Additional Information (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Customer
Dec. 31, 2015
USD ($)
Customer
Dec. 31, 2014
Customer
Concentration Risk [Line Items]      
Costs and estimated earnings in excess of billings on uncompleted contracts $ 473,308 $ 317,745  
Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Net position balance $ 277,300 $ 195,200  
Net Receivable Position [Member] | Customer Concentration Risk [Member] | Quanta's Electric Power Infrastructure Services Segment [Member]      
Concentration Risk [Line Items]      
Number of customers representing ten percent or more of concentration risk | Customer 1 1  
Concentration risk percentage 16.00% 12.00%  
Costs and estimated earnings in excess of billings on uncompleted contracts $ 175,900 $ 83,900  
Sales Revenue, Net [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Number of customers representing ten percent or more of concentration risk | Customer 0 0 0
XML 125 R108.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Self-Insurance) - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Commitment And Contingencies [Line Items]    
Insurance and other non-current liabilities $ 259,733 $ 260,129
Insurance Claims [Member]    
Commitment And Contingencies [Line Items]    
Gross amount accrued for insurance claims 218,200 209,000
Insurance and other non-current liabilities 162,000 153,500
Related insurance recoveries/receivables 8,700 8,600
Related insurance recoveries/receivables included in prepaid expenses and other current assets 400 600
Related insurance recoveries/receivables included in other assets net $ 8,300 $ 8,000
XML 126 R109.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Letters of Credit) - Additional Information (Detail)
$ in Millions
Dec. 31, 2016
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Letters of credit and bank guarantees under the credit facility $ 305.6
XML 127 R110.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Performance Bonds and Parent Guarantees) - Additional Information (Detail)
$ in Billions
Dec. 31, 2016
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Total amount of outstanding performance bonds $ 3.4
Estimated cost to complete bonded projects $ 1.2
XML 128 R111.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Collective Bargaining Agreements) - Additional Information (Detail) - Withdrawal from Multiemployer Defined Benefit Plan [Member] - Central States Plan [Member] - USD ($)
$ in Millions
27 Months Ended 43 Months Ended
Mar. 13, 2013
Dec. 31, 2016
Dec. 31, 2016
Jan. 31, 2016
Jul. 31, 2014
Oct. 09, 2013
Dec. 31, 2011
Loss Contingencies [Line Items]              
Amount of withdrawal liability       $ 32.9 $ 39.6   $ 32.6
Payment of withdrawal liability assessment amount   $ 17.5          
Acquired Company [Member]              
Loss Contingencies [Line Items]              
Amount of withdrawal liability       $ 4.8   $ 4.8  
Payment of withdrawal liability assessment amount     $ 3.5        
Multiemployer plan withdrawal obligation, amount suggested by Plan which is different than amount recorded by company $ 6.9            
Minimum [Member]              
Loss Contingencies [Line Items]              
Amount of withdrawal liability   40.1 40.1        
Maximum [Member]              
Loss Contingencies [Line Items]              
Amount of withdrawal liability   $ 55.4 $ 55.4        
XML 129 R112.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies (Indemnities) - Additional Information (Detail) - Indemnification Agreement [Member]
$ in Millions
Dec. 31, 2016
USD ($)
Loss Contingencies [Line Items]  
Pre-acquisition non-U.S.tax obligations and indemnification asset amount recorded $ 11.4
Pre-acquisition non-U.S.tax obligations and indemnification liability amount recorded $ 11.4
XML 130 R113.htm IDEA: XBRL DOCUMENT v3.6.0.2
Segment Information - Additional Information (Detail)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
USD ($)
Sep. 30, 2016
USD ($)
Jun. 30, 2016
USD ($)
Mar. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Sep. 30, 2015
USD ($)
Jun. 30, 2015
USD ($)
Mar. 31, 2015
USD ($)
Dec. 31, 2016
USD ($)
Segment
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Segment Reporting Information [Line Items]                      
Number of reportable segments | Segment                 2    
Revenues $ 2,102,966 $ 2,042,186 $ 1,792,430 $ 1,713,737 $ 1,899,272 $ 1,939,438 $ 1,872,340 $ 1,861,386 $ 7,651,319 $ 7,572,436 $ 7,747,229
Property and equipment 1,174,094       1,101,959       1,174,094 1,101,959  
Foreign Operations [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 1,590,000 1,540,000 $ 1,890,000
Property and equipment $ 320,700       $ 317,600       $ 320,700 $ 317,600  
Foreign Operations [Member] | Canada [Member]                      
Segment Reporting Information [Line Items]                      
Percentage of foreign revenues                 75.00% 85.00% 82.00%
XML 131 R114.htm IDEA: XBRL DOCUMENT v3.6.0.2
Segment Information - Summarized Financial Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information [Line Items]                      
Revenues $ 2,102,966 $ 2,042,186 $ 1,792,430 $ 1,713,737 $ 1,899,272 $ 1,939,438 $ 1,872,340 $ 1,861,386 $ 7,651,319 $ 7,572,436 $ 7,747,229
Operating income (loss)                 320,813 237,503 429,060
Depreciation                 170,240 162,845 141,106
Electric Power Infrastructure [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 4,850,495 4,937,289 5,302,671
Operating income (loss)                 395,745 362,328 462,985
Depreciation                 91,269 89,150 76,214
Oil and Gas Infrastructure [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 2,800,824 2,635,147 2,444,558
Operating income (loss)                 149,502 142,929 162,797
Depreciation                 67,374 65,315 57,414
Corporate and Non-Allocated Costs [Member]                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 (224,434) (267,754) (196,722)
Depreciation                 $ 11,597 $ 8,380 $ 7,478
XML 132 R115.htm IDEA: XBRL DOCUMENT v3.6.0.2
Supplemental Cash Flow Information - Schedule of Effect of Changes in Operating Assets and Liabilities, Net of Non-Cash Transactions, on Cash Flows from Operating Activities of Continuing Operations (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Supplemental Cash Flow Elements [Abstract]      
Accounts and notes receivable $ 144,877 $ 150,470 $ (239,159)
Costs and estimated earnings in excess of billings on uncompleted contracts (152,702) (49,358) (73,443)
Inventories (9,905) (33,524) (4,025)
Prepaid expenses and other current assets 25,133 5,899 (35,493)
Accounts payable and accrued expenses and other non-current liabilities 73,452 (2,486) (60,829)
Billings in excess of costs and estimated earnings on uncompleted contracts (124,680) 153,017 28,596
Other, net (13,743) (11,707) (4,908)
Net change in operating assets and liabilities, net of non-cash transactions $ (57,568) $ 212,311 $ (389,261)
XML 133 R116.htm IDEA: XBRL DOCUMENT v3.6.0.2
Supplemental Cash Flow Information - Schedule of Additional Supplemental Cash Flow Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash (paid) received during the period for -      
Interest paid related to continuing operations $ (12,828) $ (7,087) $ (3,533)
Income tax refunds related to continuing operations 7,548 23,788 7,376
Continuing Operations [Member]      
Cash (paid) received during the period for -      
Income taxes paid (121,662) (130,921) (223,901)
Discontinued Operations [Member]      
Cash (paid) received during the period for -      
Income taxes paid $ (7,260) $ (144,076) $ (5,286)
XML 134 R117.htm IDEA: XBRL DOCUMENT v3.6.0.2
Quarterly Financial Data (Unaudited) - Consolidated Operating Results by Quarter (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]                      
Revenues $ 2,102,966 $ 2,042,186 $ 1,792,430 $ 1,713,737 $ 1,899,272 $ 1,939,438 $ 1,872,340 $ 1,861,386 $ 7,651,319 $ 7,572,436 $ 7,747,229
Gross profit 307,688 302,582 200,217 203,313 223,039 235,215 227,505 237,906 1,013,800 923,665 1,168,794
Net income (loss) 88,358 74,152 16,729 20,859 (4,882) 218,956 49,565 58,185 200,098 321,824 315,082
Net income (loss) attributable to common stock 87,583 73,742 16,562 20,496 (5,074) 216,388 46,109 53,484 198,383 310,907 296,714
Net income (loss) from continuing operations attributable to common stock $ 88,530 $ 73,137 $ 16,562 $ 20,496 $ (2,586) $ 43,176 $ 32,007 $ 47,689 $ 198,725 $ 120,286 $ 269,224
Earnings (loss) per share from continuing operations attributable to common stock - basic and diluted $ 0.57 $ 0.47 $ 0.11 $ 0.13 $ (0.02) $ 0.23 $ 0.15 $ 0.22 $ 1.26 $ 0.62 $ 1.22
XML 135 R118.htm IDEA: XBRL DOCUMENT v3.6.0.2
Quarterly Financial Data (Unaudited) - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Dec. 31, 2016
Dec. 31, 2015
Quarterly Financial Data [Line Items]          
Asset impairment charges $ 8,000,000 $ 58,500,000   $ 7,964,000 $ 58,451,000
Asset impairment charges, net of tax 7,100,000 44,600,000      
Goodwill impairment   39,800,000   $ 0  
Intangible asset impairment charges   12,100,000     $ 12,100,000
Certain International Renewable Energy Services [Member]          
Quarterly Financial Data [Line Items]          
Asset impairment charges $ 8,000,000 $ 6,600,000      
Fiber Optic Licensing Division [Member]          
Quarterly Financial Data [Line Items]          
Gain on sale, Net of tax     $ 171,000,000    
EXCEL 136 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 137 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 138 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 140 FilingSummary.xml IDEA: XBRL DOCUMENT 3.6.0.2 html 417 516 1 false 138 0 false 12 false false R1.htm 1001 - Document - Document and Entity Information Sheet http://quantaservices.com/taxonomy/role/DocumentandEntityInformation Document and Entity Information Cover 1 false false R2.htm 1003 - Statement - Consolidated Balance Sheets Sheet http://quantaservices.com/taxonomy/role/StatementOfFinancialPositionClassified Consolidated Balance Sheets Statements 2 false false R3.htm 1004 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://quantaservices.com/taxonomy/role/StatementOfFinancialPositionClassifiedParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 1005 - Statement - Consolidated Statements of Operations Sheet http://quantaservices.com/taxonomy/role/StatementOfIncome Consolidated Statements of Operations Statements 4 false false R5.htm 1006 - Statement - Consolidated Statements of Comprehensive Income Sheet http://quantaservices.com/taxonomy/role/StatementOfOtherComprehensiveIncome Consolidated Statements of Comprehensive Income Statements 5 false false R6.htm 1007 - Statement - Consolidated Statements of Comprehensive Income (Parenthetical) Sheet http://quantaservices.com/taxonomy/role/StatementOfOtherComprehensiveIncomeParenthetical Consolidated Statements of Comprehensive Income (Parenthetical) Statements 6 false false R7.htm 1008 - Statement - Consolidated Statements of Cash Flows Sheet http://quantaservices.com/taxonomy/role/StatementOfCashFlowsIndirect Consolidated Statements of Cash Flows Statements 7 false false R8.htm 1009 - Statement - Consolidated Statements of Equity Sheet http://quantaservices.com/taxonomy/role/StatementOfShareholdersEquityAndOtherComprehensiveIncome Consolidated Statements of Equity Statements 8 false false R9.htm 1010 - Disclosure - Business and Organization Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsOrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock Business and Organization Notes 9 false false R10.htm 1011 - Disclosure - Summary of Significant Accounting Policies Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlock Summary of Significant Accounting Policies Notes 10 false false R11.htm 1012 - Disclosure - New Accounting Pronouncements Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock New Accounting Pronouncements Notes 11 false false R12.htm 1013 - Disclosure - Discontinued Operations Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock Discontinued Operations Notes 12 false false R13.htm 1014 - Disclosure - Acquisitions Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlock Acquisitions Notes 13 false false R14.htm 1015 - Disclosure - Goodwill and Other Intangible Assets Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsGoodwillAndIntangibleAssetsDisclosureTextBlock Goodwill and Other Intangible Assets Notes 14 false false R15.htm 1016 - Disclosure - Per Share Information Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsEarningsPerShareTextBlock Per Share Information Notes 15 false false R16.htm 1017 - Disclosure - Detail of Certain Balance Sheet Accounts Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDetailOfCertainBalanceSheetAccountsTextBlock Detail of Certain Balance Sheet Accounts Notes 16 false false R17.htm 1018 - Disclosure - Debt Obligations Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlock Debt Obligations Notes 17 false false R18.htm 1019 - Disclosure - Income Taxes Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsIncomeTaxDisclosureTextBlock Income Taxes Notes 18 false false R19.htm 1020 - Disclosure - Equity Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsStockholdersEquityNoteDisclosureTextBlock Equity Notes 19 false false R20.htm 1021 - Disclosure - Equity-Based Compensation Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock Equity-Based Compensation Notes 20 false false R21.htm 1022 - Disclosure - Employee Benefit Plans Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsPensionAndOtherPostretirementBenefitsDisclosureTextBlock Employee Benefit Plans Notes 21 false false R22.htm 1023 - Disclosure - Related Party Transactions Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsRelatedPartyTransactionsDisclosureTextBlock Related Party Transactions Notes 22 false false R23.htm 1024 - Disclosure - Commitments and Contingencies Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlock Commitments and Contingencies Notes 23 false false R24.htm 1025 - Disclosure - Segment Information Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSegmentReportingDisclosureTextBlock Segment Information Notes 24 false false R25.htm 1026 - Disclosure - Supplemental Cash Flow Information Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCashFlowSupplementalDisclosuresTextBlock Supplemental Cash Flow Information Notes 25 false false R26.htm 1027 - Disclosure - Quarterly Financial Data (Unaudited) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlock Quarterly Financial Data (Unaudited) Notes 26 false false R27.htm 1028 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockPolicies Summary of Significant Accounting Policies (Policies) Policies http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlock 27 false false R28.htm 1029 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables Summary of Significant Accounting Policies (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlock 28 false false R29.htm 1030 - Disclosure - Discontinued Operations (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlockTables Discontinued Operations (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock 29 false false R30.htm 1031 - Disclosure - Acquisitions (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlockTables Acquisitions (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlock 30 false false R31.htm 1032 - Disclosure - Goodwill and Other Intangible Assets (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsGoodwillAndIntangibleAssetsDisclosureTextBlockTables Goodwill and Other Intangible Assets (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsGoodwillAndIntangibleAssetsDisclosureTextBlock 31 false false R32.htm 1033 - Disclosure - Per Share Information (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsEarningsPerShareTextBlockTables Per Share Information (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsEarningsPerShareTextBlock 32 false false R33.htm 1034 - Disclosure - Detail of Certain Balance Sheet Accounts (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDetailOfCertainBalanceSheetAccountsTextBlockTables Detail of Certain Balance Sheet Accounts (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDetailOfCertainBalanceSheetAccountsTextBlock 33 false false R34.htm 1035 - Disclosure - Debt Obligations (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlockTables Debt Obligations (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlock 34 false false R35.htm 1036 - Disclosure - Income Taxes (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsIncomeTaxDisclosureTextBlockTables Income Taxes (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsIncomeTaxDisclosureTextBlock 35 false false R36.htm 1037 - Disclosure - Equity-Based Compensation (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables Equity-Based Compensation (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock 36 false false R37.htm 1038 - Disclosure - Employee Benefit Plans (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsPensionAndOtherPostretirementBenefitsDisclosureTextBlockTables Employee Benefit Plans (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsPensionAndOtherPostretirementBenefitsDisclosureTextBlock 37 false false R38.htm 1039 - Disclosure - Commitments and Contingencies (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables Commitments and Contingencies (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlock 38 false false R39.htm 1040 - Disclosure - Segment Information (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSegmentReportingDisclosureTextBlockTables Segment Information (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSegmentReportingDisclosureTextBlock 39 false false R40.htm 1041 - Disclosure - Supplemental Cash Flow Information (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCashFlowSupplementalDisclosuresTextBlockTables Supplemental Cash Flow Information (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCashFlowSupplementalDisclosuresTextBlock 40 false false R41.htm 1042 - Disclosure - Quarterly Financial Data (Unaudited) (Tables) Sheet http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlockTables Quarterly Financial Data (Unaudited) (Tables) Tables http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlock 41 false false R42.htm 1043 - Disclosure - Business and Organization - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureBusinessAndOrganizationAdditionalInformation Business and Organization - Additional Information (Detail) Details 42 false false R43.htm 1044 - Disclosure - Summary of Significant Accounting Policies (Principles of Consolidation) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesPrinciplesOfConsolidationAdditionalInformation Summary of Significant Accounting Policies (Principles of Consolidation) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 43 false false R44.htm 1045 - Disclosure - Summary of Significant Accounting Policies (Cash and Cash Equivalents) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesCashAndCashEquivalentsAdditionalInformation Summary of Significant Accounting Policies (Cash and Cash Equivalents) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 44 false false R45.htm 1046 - Disclosure - Summary of Significant Accounting Policies (Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts) - Additional Information (Detail) Notes http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesCurrentAndLongTermAccountsAndNotesReceivableAndAllowanceForDoubtfulAccountsAdditionalInformation Summary of Significant Accounting Policies (Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 45 false false R46.htm 1047 - Disclosure - Summary of Significant Accounting Policies (Property and Equipment) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesPropertyAndEquipmentAdditionalInformation Summary of Significant Accounting Policies (Property and Equipment) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 46 false false R47.htm 1048 - Disclosure - Summary of Significant Accounting Policies (Debt Issuance Costs) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesDebtIssuanceCostsAdditionalInformation Summary of Significant Accounting Policies (Debt Issuance Costs) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 47 false false R48.htm 1049 - Disclosure - Summary of Significant Accounting Policies (Goodwill and Other Intangibles) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesGoodwillAndOtherIntangiblesAdditionalInformation Summary of Significant Accounting Policies (Goodwill and Other Intangibles) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 48 false false R49.htm 1050 - Disclosure - Summary of Significant Accounting Policies - Significant Estimates Used by Management in Determining Fair Values of Company's Reporting Units (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesSignificantEstimatesUsedByManagementInDeterminingFairValuesOfCompanysReportingUnits Summary of Significant Accounting Policies - Significant Estimates Used by Management in Determining Fair Values of Company's Reporting Units (Detail) Details 49 false false R50.htm 1051 - Disclosure - Summary of Significant Accounting Policies (Revenue Recognition) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesRevenueRecognitionAdditionalInformation Summary of Significant Accounting Policies (Revenue Recognition) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 50 false false R51.htm 1052 - Disclosure - Summary of Significant Accounting Policies (Income Taxes) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesIncomeTaxesAdditionalInformation Summary of Significant Accounting Policies (Income Taxes) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 51 false false R52.htm 1053 - Disclosure - Summary of Significant Accounting Policies (Self-Insurance) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesSelfInsuranceAdditionalInformation Summary of Significant Accounting Policies (Self-Insurance) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 52 false false R53.htm 1054 - Disclosure - Summary of Significant Accounting Policies (Stock-Based Compensation) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSummaryOfSignificantAccountingPoliciesStockBasedCompensationAdditionalInformation Summary of Significant Accounting Policies (Stock-Based Compensation) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsSignificantAccountingPoliciesTextBlockTables 53 false false R54.htm 1055 - Disclosure - Discontinued Operations - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDiscontinuedOperationsAdditionalInformation Discontinued Operations - Additional Information (Detail) Details 54 false false R55.htm 1056 - Disclosure - Discontinued Operations - Summary of Financial Information for Fiber Optic Licensing Operations (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDiscontinuedOperationsSummaryOfFinancialInformationForFiberOpticLicensingOperations Discontinued Operations - Summary of Financial Information for Fiber Optic Licensing Operations (Detail) Details 55 false false R56.htm 1057 - Disclosure - Discontinued Operations - Reconciliation of Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations to the Consolidated Balance Sheet (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDiscontinuedOperationsReconciliationOfCarryingAmountsOfMajorClassesOfAssetsAndLiabilitiesOfDiscontinuedOperationsToTheConsolidatedBalanceSheet Discontinued Operations - Reconciliation of Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operations to the Consolidated Balance Sheet (Detail) Details 56 false false R57.htm 1058 - Disclosure - Acquisitions (2016 Acquisitions) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitions2016AcquisitionsAdditionalInformation Acquisitions (2016 Acquisitions) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlockTables 57 false false R58.htm 1059 - Disclosure - Acquisitions (2015 Acquisitions) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitions2015AcquisitionsAdditionalInformation Acquisitions (2015 Acquisitions) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlockTables 58 false false R59.htm 1060 - Disclosure - Acquisitions (2014 Acquisitions) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitions2014AcquisitionsAdditionalInformation Acquisitions (2014 Acquisitions) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsMergersAcquisitionsAndDispositionsDisclosuresTextBlockTables 59 false false R60.htm 1061 - Disclosure - Acquisitions - Business Acquisition Purchase Price Allocation Assets Acquired and Liabilities Assumed (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitionsBusinessAcquisitionPurchasePriceAllocationAssetsAcquiredAndLiabilitiesAssumed Acquisitions - Business Acquisition Purchase Price Allocation Assets Acquired and Liabilities Assumed (Detail) Details 60 false false R61.htm 1062 - Disclosure - Acquisitions - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitionsAdditionalInformation Acquisitions - Additional Information (Detail) Details 61 false false R62.htm 1063 - Disclosure - Acquisitions - Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitionsEstimatedFairValuesOfIdentifiableIntangibleAssetsAndRelatedWeightedAverageAmortization Acquisitions - Estimated Fair Values of Identifiable Intangible Assets and Related Weighted Average Amortization (Detail) Details 62 false false R63.htm 1064 - Disclosure - Acquisitions - Unaudited Supplemental Pro Forma Results of Operations (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureAcquisitionsUnauditedSupplementalProFormaResultsOfOperations Acquisitions - Unaudited Supplemental Pro Forma Results of Operations (Detail) Details 63 false false R64.htm 1065 - Disclosure - Goodwill and Other Intangible Assets - Summary of Changes in Quanta's Goodwill (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureGoodwillAndOtherIntangibleAssetsSummaryOfChangesInQuantasGoodwill Goodwill and Other Intangible Assets - Summary of Changes in Quanta's Goodwill (Detail) Details 64 false false R65.htm 1066 - Disclosure - Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureGoodwillAndOtherIntangibleAssetsOtherIntangibleAssets Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) Details 65 false false R66.htm 1067 - Disclosure - Goodwill and Other Intangible Assets - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureGoodwillAndOtherIntangibleAssetsAdditionalInformation Goodwill and Other Intangible Assets - Additional Information (Detail) Details 66 false false R67.htm 1068 - Disclosure - Goodwill and Other Intangible Assets - Estimated Future Aggregate Amortization Expense of Intangible Assets (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureGoodwillAndOtherIntangibleAssetsEstimatedFutureAggregateAmortizationExpenseOfIntangibleAssets Goodwill and Other Intangible Assets - Estimated Future Aggregate Amortization Expense of Intangible Assets (Detail) Details 67 false false R68.htm 1069 - Disclosure - Per Share Information - Basic and Diluted Earnings Per Share (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosurePerShareInformationBasicAndDilutedEarningsPerShare Per Share Information - Basic and Diluted Earnings Per Share (Detail) Details 68 false false R69.htm 1070 - Disclosure - Detail of Certain Balance Sheet Accounts - Current and Long-Term Allowance for Doubtful Accounts (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDetailOfCertainBalanceSheetAccountsCurrentAndLongTermAllowanceForDoubtfulAccounts Detail of Certain Balance Sheet Accounts - Current and Long-Term Allowance for Doubtful Accounts (Detail) Details 69 false false R70.htm 1071 - Disclosure - Detail of Certain Balance Sheet Accounts - Contracts in Progress (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDetailOfCertainBalanceSheetAccountsContractsInProgress Detail of Certain Balance Sheet Accounts - Contracts in Progress (Detail) Details 70 false false R71.htm 1072 - Disclosure - Detail of Certain Balance Sheet Accounts - Property and Equipment (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDetailOfCertainBalanceSheetAccountsPropertyAndEquipment Detail of Certain Balance Sheet Accounts - Property and Equipment (Detail) Details 71 false false R72.htm 1073 - Disclosure - Detail of Certain Balance Sheet Accounts - Accounts Payable and Accrued Expenses (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDetailOfCertainBalanceSheetAccountsAccountsPayableAndAccruedExpenses Detail of Certain Balance Sheet Accounts - Accounts Payable and Accrued Expenses (Detail) Details 72 false false R73.htm 1074 - Disclosure - Debt Obligations - Long-term Debt Obligations (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsLongtermDebtObligations Debt Obligations - Long-term Debt Obligations (Detail) Details 73 false false R74.htm 1075 - Disclosure - Debt Obligations - Long-term Debt Obligations (Parenthetical) (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsLongtermDebtObligationsParenthetical Debt Obligations - Long-term Debt Obligations (Parenthetical) (Detail) Details 74 false false R75.htm 1076 - Disclosure - Debt Obligations - Current Maturities of Long-Term Debt and Short-Term Debt (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsCurrentMaturitiesOfLongTermDebtAndShortTermDebt Debt Obligations - Current Maturities of Long-Term Debt and Short-Term Debt (Detail) Details 75 false false R76.htm 1077 - Disclosure - Debt Obligations (Credit Facility - Amended and Restated Credit Agreement) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsCreditFacilityAmendedAndRestatedCreditAgreementAdditionalInformation Debt Obligations (Credit Facility - Amended and Restated Credit Agreement) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlockTables 76 false false R77.htm 1078 - Disclosure - Debt Obligations (Credit Facility - Current Borrowings) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsCreditFacilityCurrentBorrowingsAdditionalInformation Debt Obligations (Credit Facility - Current Borrowings) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlockTables 77 false false R78.htm 1079 - Disclosure - Debt Obligations - Information on Borrowings under Current and Prior Credit Facility and Applicable Interest Rates (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsInformationOnBorrowingsUnderCurrentAndPriorCreditFacilityAndApplicableInterestRates Debt Obligations - Information on Borrowings under Current and Prior Credit Facility and Applicable Interest Rates (Detail) Details 78 false false R79.htm 1080 - Disclosure - Debt Obligations (Credit Facility - Terms under the Amended and Restated Credit Agreement) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsCreditFacilityTermsUnderTheAmendedAndRestatedCreditAgreementAdditionalInformation Debt Obligations (Credit Facility - Terms under the Amended and Restated Credit Agreement) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlockTables 79 false false R80.htm 1081 - Disclosure - Debt Obligations (Credit Facility - prior to 4/1/14 information - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureDebtObligationsCreditFacilityPriorTo4114InformationAdditionalInformation Debt Obligations (Credit Facility - prior to 4/1/14 information - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDebtDisclosureTextBlockTables 80 false false R81.htm 1082 - Disclosure - Income Taxes - Components of Income (Loss) Before Income Taxes (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesComponentsOfIncomeLossBeforeIncomeTaxes Income Taxes - Components of Income (Loss) Before Income Taxes (Detail) Details 81 false false R82.htm 1083 - Disclosure - Income Taxes - Provision for Income Taxes (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesProvisionForIncomeTaxes Income Taxes - Provision for Income Taxes (Detail) Details 82 false false R83.htm 1084 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesEffectiveIncomeTaxRateReconciliation Income Taxes - Effective Income Tax Rate Reconciliation (Detail) Details 83 false false R84.htm 1085 - Disclosure - Income Taxes - Deferred Tax Assets and Liabilities (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesDeferredTaxAssetsAndLiabilities Income Taxes - Deferred Tax Assets and Liabilities (Detail) Details 84 false false R85.htm 1086 - Disclosure - Income Taxes - Net Deferred Income Tax Assets and Liabilities (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesNetDeferredIncomeTaxAssetsAndLiabilities Income Taxes - Net Deferred Income Tax Assets and Liabilities (Detail) Details 85 false false R86.htm 1087 - Disclosure - Income Taxes - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesAdditionalInformation Income Taxes - Additional Information (Detail) Details 86 false false R87.htm 1088 - Disclosure - Income Taxes - Reconciliation of Unrecognized Tax Benefit (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesReconciliationOfUnrecognizedTaxBenefit Income Taxes - Reconciliation of Unrecognized Tax Benefit (Detail) Details 87 false false R88.htm 1089 - Disclosure - Income Taxes - Balances of Unrecognized Tax Benefits (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureIncomeTaxesBalancesOfUnrecognizedTaxBenefits Income Taxes - Balances of Unrecognized Tax Benefits (Detail) Details 88 false false R89.htm 1090 - Disclosure - Equity (Exchangeable Shares and Series F and Series G Preferred Stock) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityExchangeableSharesAndSeriesFAndSeriesGPreferredStockAdditionalInformation Equity (Exchangeable Shares and Series F and Series G Preferred Stock) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 89 false false R90.htm 1091 - Disclosure - Equity (Treasury Stock) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityTreasuryStockAdditionalInformation Equity (Treasury Stock) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 90 false false R91.htm 1092 - Disclosure - Equity (Non-controlling Interests) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityNoncontrollingInterestsAdditionalInformation Equity (Non-controlling Interests) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 91 false false R92.htm 1093 - Disclosure - Equity-Based Compensation (Stock Incentive Plans) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityBasedCompensationStockIncentivePlansAdditionalInformation Equity-Based Compensation (Stock Incentive Plans) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 92 false false R93.htm 1094 - Disclosure - Equity-Based Compensation (Restricted Stock and RSUs to be Settled in Common Stock) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityBasedCompensationRestrictedStockAndRSUsToBeSettledInCommonStockAdditionalInformation Equity-Based Compensation (Restricted Stock and RSUs to be Settled in Common Stock) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 93 false false R94.htm 1095 - Disclosure - Equity-Based Compensation - Summary of Restricted Stock and RSU to be Settled in Common Stock Activity (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityBasedCompensationSummaryOfRestrictedStockAndRSUToBeSettledInCommonStockActivity Equity-Based Compensation - Summary of Restricted Stock and RSU to be Settled in Common Stock Activity (Detail) Details 94 false false R95.htm 1096 - Disclosure - Equity-Based Compensation (Performance Units to be Settled in Common Stock) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityBasedCompensationPerformanceUnitsToBeSettledInCommonStockAdditionalInformation Equity-Based Compensation (Performance Units to be Settled in Common Stock) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 95 false false R96.htm 1097 - Disclosure - Equity-Based Compensation (RSUs to be Settled in Cash) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEquityBasedCompensationRSUsToBeSettledInCashAdditionalInformation Equity-Based Compensation (RSUs to be Settled in Cash) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsDisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlockTables 96 false false R97.htm 1098 - Disclosure - Employee Benefit Plans - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEmployeeBenefitPlansAdditionalInformation Employee Benefit Plans - Additional Information (Detail) Details 97 false false R98.htm 1099 - Disclosure - Employee Benefit Plans - Summary of Plan Information Relating to Participation in Multiemployer Pension Plans (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureEmployeeBenefitPlansSummaryOfPlanInformationRelatingToParticipationInMultiemployerPensionPlans Employee Benefit Plans - Summary of Plan Information Relating to Participation in Multiemployer Pension Plans (Detail) Details 98 false false R99.htm 1100 - Disclosure - Related Party Transactions - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureRelatedPartyTransactionsAdditionalInformation Related Party Transactions - Additional Information (Detail) Details 99 false false R100.htm 1101 - Disclosure - Commitments and Contingencies (Investments in Affiliates and Other Entities) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesInvestmentsInAffiliatesAndOtherEntitiesAdditionalInformation Commitments and Contingencies (Investments in Affiliates and Other Entities) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 100 false false R101.htm 1102 - Disclosure - Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesOutstandingCapitalCommitmentsAssociatedWithInvestmentsInUnconsolidatedAffiliates Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Detail) Details 101 false false R102.htm 1103 - Disclosure - Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Parenthetical) (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesOutstandingCapitalCommitmentsAssociatedWithInvestmentsInUnconsolidatedAffiliatesParenthetical Commitments and Contingencies - Outstanding Capital Commitments Associated with Investments in Unconsolidated Affiliates (Parenthetical) (Detail) Details 102 false false R103.htm 1104 - Disclosure - Commitments and Contingencies - Minimum Lease Payments (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesMinimumLeasePayments Commitments and Contingencies - Minimum Lease Payments (Detail) Details 103 false false R104.htm 1105 - Disclosure - Commitments and Contingencies (Leases) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesLeasesAdditionalInformation Commitments and Contingencies (Leases) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 104 false false R105.htm 1106 - Disclosure - Commitments and Contingencies (Committed Expenditures) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesCommittedExpendituresAdditionalInformation Commitments and Contingencies (Committed Expenditures) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 105 false false R106.htm 1107 - Disclosure - Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesLegalProceedingsAdditionalInformation Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 106 false false R107.htm 1108 - Disclosure - Commitments and Contingencies (Concentrations of Credit Risk) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesConcentrationsOfCreditRiskAdditionalInformation Commitments and Contingencies (Concentrations of Credit Risk) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 107 false false R108.htm 1109 - Disclosure - Commitments and Contingencies (Self-Insurance) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesSelfInsuranceAdditionalInformation Commitments and Contingencies (Self-Insurance) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 108 false false R109.htm 1110 - Disclosure - Commitments and Contingencies (Letters of Credit) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesLettersOfCreditAdditionalInformation Commitments and Contingencies (Letters of Credit) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 109 false false R110.htm 1111 - Disclosure - Commitments and Contingencies (Performance Bonds and Parent Guarantees) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesPerformanceBondsAndParentGuaranteesAdditionalInformation Commitments and Contingencies (Performance Bonds and Parent Guarantees) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 110 false false R111.htm 1112 - Disclosure - Commitments and Contingencies (Collective Bargaining Agreements) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesCollectiveBargainingAgreementsAdditionalInformation Commitments and Contingencies (Collective Bargaining Agreements) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 111 false false R112.htm 1113 - Disclosure - Commitments and Contingencies (Indemnities) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureCommitmentsAndContingenciesIndemnitiesAdditionalInformation Commitments and Contingencies (Indemnities) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsCommitmentsAndContingenciesDisclosureTextBlockTables 112 false false R113.htm 1114 - Disclosure - Segment Information - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSegmentInformationAdditionalInformation Segment Information - Additional Information (Detail) Details 113 false false R114.htm 1115 - Disclosure - Segment Information - Summarized Financial Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSegmentInformationSummarizedFinancialInformation Segment Information - Summarized Financial Information (Detail) Details 114 false false R115.htm 1116 - Disclosure - Supplemental Cash Flow Information - Schedule of Effect of Changes in Operating Assets and Liabilities, Net of Non-Cash Transactions, on Cash Flows from Operating Activities of Continuing Operations (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSupplementalCashFlowInformationScheduleOfEffectOfChangesInOperatingAssetsAndLiabilitiesNetOfNonCashTransactionsOnCashFlowsFromOperatingActivitiesOfContinuingOperations Supplemental Cash Flow Information - Schedule of Effect of Changes in Operating Assets and Liabilities, Net of Non-Cash Transactions, on Cash Flows from Operating Activities of Continuing Operations (Detail) Details 115 false false R116.htm 1117 - Disclosure - Supplemental Cash Flow Information - Schedule of Additional Supplemental Cash Flow Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureSupplementalCashFlowInformationScheduleOfAdditionalSupplementalCashFlowInformation Supplemental Cash Flow Information - Schedule of Additional Supplemental Cash Flow Information (Detail) Details 116 false false R117.htm 1118 - Disclosure - Quarterly Financial Data (Unaudited) - Consolidated Operating Results by Quarter (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureQuarterlyFinancialDataUnauditedConsolidatedOperatingResultsByQuarter Quarterly Financial Data (Unaudited) - Consolidated Operating Results by Quarter (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlockTables 117 false false R118.htm 1119 - Disclosure - Quarterly Financial Data (Unaudited) - Additional Information (Detail) Sheet http://quantaservices.com/taxonomy/role/DisclosureQuarterlyFinancialDataUnauditedAdditionalInformation Quarterly Financial Data (Unaudited) - Additional Information (Detail) Details http://quantaservices.com/taxonomy/role/NotesToFinancialStatementsQuarterlyFinancialInformationTextBlockTables 118 false false All Reports Book All Reports pwr-20161231.xml pwr-20161231.xsd pwr-20161231_cal.xml pwr-20161231_def.xml pwr-20161231_lab.xml pwr-20161231_pre.xml true true ZIP 142 0001193125-17-064821-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-17-064821-xbrl.zip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

Z?\N4VF]7 M_8MX(C2U.-S"LFV05CPX1?7"97%RJO'QX@G'2],$5_8AJ+,\7DJ/B2)9=,:G M0@[2RE0IWM6:U/2#A;'RHA1(/"M U2R O!0HF4<09*R],\58KLK+A3(U M*@&75;FHN7Q])>"R*O_SG\K*_-9#GBH5*+L^<,+H*2]DS%%0JB;/_.VR@DS1XGMY M^K0L#\A%ZJ_:]N.5*I[61A&"D=5>;5"BBJX->D*91:"9M2NF:3 LA]9#'$QRWJE14=5JM= M4I1RJ9Z+WMS-\AF"'L^YA,\XA-5*SN=I+E=-F7:&7/71/ MJ?&#H-(K>L-+V4\TI* *P/\0#E!>Y).QKK@!37?J7%440.H&WN=E1ZF H$

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end

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