(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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74-2851603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.00001 par value
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New York Stock Exchange
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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Page
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Number
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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ITEM 1.
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Business
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December 31, 2018
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||||||
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12 Month
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Total
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||||
Electric Power Infrastructure Services
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Remaining performance obligations
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$
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2,093,461
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$
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3,045,553
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Estimated orders under MSAs and short-term, non-fixed price contracts
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2,467,654
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5,499,887
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Backlog
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4,561,115
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8,545,440
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Pipeline and Industrial Infrastructure Services
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Remaining performance obligations
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1,003,543
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1,635,918
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Estimated orders under MSAs and short-term, non-fixed price contracts
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1,411,329
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2,161,275
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Backlog
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2,414,872
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3,797,193
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Total
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Remaining performance obligations
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3,097,004
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4,681,471
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Estimated orders under MSAs and short-term, non-fixed price contracts
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3,878,983
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7,661,162
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Backlog
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$
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6,975,987
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$
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12,342,633
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Backlog as of
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Backlog as of
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||||||||||||
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December 31, 2018
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December 31, 2017
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||||||||||||
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12 Month
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Total
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12 Month
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Total
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||||||||
Electric Power Infrastructure Services
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$
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4,561,115
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$
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8,545,440
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$
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4,032,379
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$
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7,359,237
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Pipeline and Industrial Infrastructure Services
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2,414,872
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3,797,193
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2,413,817
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3,818,470
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Total
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$
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6,975,987
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$
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12,342,633
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$
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6,446,196
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$
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11,177,707
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•
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licensing, permitting and inspection requirements applicable to contractors, electricians and engineers;
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•
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regulations relating to worker safety and environmental protection;
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•
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permitting and inspection requirements applicable to construction projects;
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•
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wage and hour regulations;
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•
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regulations relating to transportation of equipment and materials, including licensing and permitting requirements;
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•
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building and electrical codes; and
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•
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special bidding, procurement and other requirements on government projects.
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ITEM 1A.
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Risk Factors
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•
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the timing and volume of work we perform and our performance with respect to ongoing projects;
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•
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project delays, reductions in scope or cancellations, including as a result of permitting, regulatory or environmental processes, project performance, customer capital constraints, claimed force majeure events, protests or other political activity, or legal challenges;
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•
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adverse weather conditions and significant weather events;
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•
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variations in the size, scope and margins of projects we perform and the mix of our customers, contracts and business during any particular quarter;
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•
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increases in construction, design, engineering or procurement costs;
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•
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fluctuations in regional, national or global economic, political and market conditions, including as a result of tariffs or changes in U.S. trade relationships with other countries, which could result in decreased demand for our services;
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•
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pricing pressures resulting from competition;
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•
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the budgetary spending patterns of customers and federal, state and local governments;
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•
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disruptions in our customers’ strategic plans, which could occur as a result of, among other things, emerging technologies, financial difficulties of our customers or changing environmental conditions;
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•
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the magnitude of work performed under change orders and the timing of their recognition;
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•
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liabilities and costs experienced in our operations that are not covered by, or that are in excess of, our third-party insurance, including significant liabilities that may arise from the inherently hazardous conditions of our operations (e.g., explosions, fires) and which could be exacerbated by the geographies in which we operate;
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•
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disputes with customers or delays relating to billing and payment under our contracts and change orders, and our ability to successfully negotiate and obtain payment or reimbursement under our contracts and change orders;
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•
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the resolution of, or unexpected or increased costs associated with, pending or threatened litigation, indemnity obligations or other claims asserted against us;
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•
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liabilities associated with multiemployer pension plans in which our employees participate, including with respect to any withdrawal therefrom;
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•
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significant fluctuations in foreign currency exchange rates;
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•
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changes in accounting pronouncements that require us to account for items differently;
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•
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payment risk associated with the financial condition of our customers, including those customers affected by the volatility of natural gas and oil prices or that have filed for bankruptcy protection;
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•
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the termination or expiration of existing customer agreements;
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•
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changes in bonding and lien requirements applicable to existing and new customer agreements;
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•
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implementation of various information technology systems, which could temporarily disrupt day-to-day operations;
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•
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the decision by our Board of Directors to pay a dividend and market expectations with respect to the payment and amount of any dividends;
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•
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the recognition of tax impacts related to changes in tax laws or uncertain tax positions;
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•
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the timing and magnitude of costs we incur to support growth internally or through acquisitions or otherwise;
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•
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the timing and integration of acquisitions and the magnitude of the related acquisition and integration costs; and
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•
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estimates and assumptions in determining our financial results, remaining performance obligations and backlog, including the timing and significance of impairments of long-lived assets, equity or other investments, receivables, goodwill or other intangible assets.
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•
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unforeseen circumstances or project modifications not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental, geological or geographical conditions;
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•
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failure to accurately estimate project costs or accurately establish the scope of our services covered by the project contract;
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•
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unanticipated technical problems, including design or engineering issues;
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•
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inability to achieve guaranteed performance or quality standards with regard to engineering, construction or project management obligations;
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•
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failure to properly make judgments in accordance with applicable professional standards, including engineering standards;
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•
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changes in the cost of equipment, commodities, materials or labor;
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•
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unanticipated costs or claims due to delays or failure to perform by customers, partners, subcontractors, suppliers or other third parties;
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•
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contract termination or suspension and our inability to obtain reimbursement;
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•
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delays or productivity issues caused by weather conditions or severe weather events;
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•
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delays and additional costs associated with obtaining required permits or approvals;
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•
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changes in laws or regulations;
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•
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delays and additional costs attributable to legal challenges and protests and other political activity; and
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•
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quality issues, including those requiring rework or replacement.
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•
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expand the range of services we offer to customers to address their evolving infrastructure needs;
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•
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attract new customers;
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•
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increase the number of projects performed for existing customers;
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•
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hire and retain qualified employees;
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•
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expand geographically, including internationally; and
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•
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address the challenges presented by stringent regulatory, environmental and permitting requirements and difficult economic or market conditions that may affect us or our customers.
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•
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our customers cancel or suspend a significant number of contracts or contracts having significant value;
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•
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we fail to renew a significant number of our existing contracts;
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•
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we complete a significant number of non-recurring projects and cannot replace them with similar projects; or
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•
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we fail to reduce operating and overhead expenses consistent with any decrease in our revenues.
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•
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failure of an acquired business to achieve the results we expect;
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•
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diversion of our management’s attention from operational and other matters;
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•
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difficulties integrating the operations and personnel of an acquired business;
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•
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additional financial reporting and accounting challenges associated with integrating an acquired business;
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•
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inability to retain key personnel of an acquired business;
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•
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risks associated with unanticipated events or liabilities associated with the operations of an acquired business;
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•
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loss of business due to customer overlap or other factors;
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•
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risks and liabilities arising from the prior operations of an acquired business, such as performance, operational, safety, workforce or other compliance or tax issues, some of which we may not have discovered during our due diligence and may not be covered by indemnification obligations; and
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•
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potential disruptions of our business.
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•
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our certificate of incorporation permits our Board of Directors to issue “blank check” preferred stock and to adopt amendments to our bylaws;
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•
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our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings;
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•
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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
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•
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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.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs |
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Maximum
Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs(1) |
||||||
October 1 - 31, 2018
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||||||
Open Market Stock Repurchases (1)
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2,706,951
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$
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31.86
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2,706,951
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$
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446,088,029
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Tax Withholdings (2)
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|
10,098
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|
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$
|
33.61
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|
—
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November 1 - 30, 2018
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||||||
Open Market Stock Repurchases (1)
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—
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$
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—
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—
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$
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446,088,029
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Tax Withholdings (2)
|
|
6,868
|
|
|
$
|
34.71
|
|
|
—
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|
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|
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December 1 - 31, 2018
|
|
|
|
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|
||||||
Open Market Stock Repurchases (1)
|
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4,945,214
|
|
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$
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29.80
|
|
|
4,945,214
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|
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$
|
298,709,474
|
|
Tax Withholdings (2)
|
|
—
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|
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$
|
—
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|
|
—
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|
|
|
||
Total
|
|
7,669,131
|
|
|
|
|
7,652,165
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|
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$
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298,709,474
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(1)
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|
Includes shares repurchased as of the trade date of such repurchases. On May 25, 2017, we issued a press release announcing that our Board of Directors approved a stock repurchase program that authorized us to purchase, from time to time through June 30, 2020, up to $300.0 million of our outstanding common stock (the 2017 Repurchase Program). Additionally, on September 4, 2018, we issued a press release announcing that our Board of Directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2021, up to $500.0 million of our outstanding common stock (the 2018 Repurchase Program). Repurchases under these programs can be made in open market and privately negotiated transactions, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. These programs do 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, 2018, we had repurchased 8.6 million shares of our common stock under the 2017 Repurchase Program at a cost of $300.0 million and 6.7 million shares of our common stock under the 2018 Repurchase Program at a cost of $201.3 million. As a result, the 2017 Repurchase Program was completed and $298.7 million remained available under the 2018 Repurchase Program as of December 31, 2018.
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(2)
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Includes shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit and performance unit awards or the settlement of previously vested and deferred restricted stock unit and performance unit awards.
|
|
|
December 31,
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||||||||||||||||||||||
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2013
|
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2014
|
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2015
|
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2016
|
|
2017
|
|
2018
|
||||||||||||
Quanta Services, Inc.
|
|
$
|
100.00
|
|
|
$
|
89.96
|
|
|
$
|
64.16
|
|
|
$
|
110.42
|
|
|
$
|
123.92
|
|
|
$
|
95.50
|
|
2018 Peer Group
|
|
$
|
100.00
|
|
|
$
|
74.06
|
|
|
$
|
67.55
|
|
|
$
|
89.16
|
|
|
$
|
98.27
|
|
|
$
|
73.20
|
|
2017 Peer Group
|
|
$
|
100.00
|
|
|
$
|
76.57
|
|
|
$
|
69.40
|
|
|
$
|
89.62
|
|
|
$
|
99.85
|
|
|
$
|
76.52
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
113.69
|
|
|
$
|
115.26
|
|
|
$
|
129.05
|
|
|
$
|
157.22
|
|
|
$
|
150.33
|
|
S&P MidCap 400
|
|
$
|
100.00
|
|
|
$
|
109.77
|
|
|
$
|
107.38
|
|
|
$
|
129.65
|
|
|
$
|
150.71
|
|
|
$
|
134.01
|
|
ITEM 6.
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Selected Financial Data
|
|
|||||||||||||||||||||
|
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Year Ended December 31,
|
|
||||||||||||||||||
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2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
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(In thousands, except per share information)
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|||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
11,171,423
|
|
|
$
|
9,466,478
|
|
|
$
|
7,651,319
|
|
|
$
|
7,572,436
|
|
|
$
|
7,747,229
|
|
|
Cost of services (including depreciation)
|
|
9,691,459
|
|
|
8,224,618
|
|
|
6,637,519
|
|
|
6,648,771
|
|
|
6,578,435
|
|
|
|||||
Gross profit
|
|
1,479,964
|
|
|
1,241,860
|
|
|
1,013,800
|
|
|
923,665
|
|
|
1,168,794
|
|
|
|||||
Selling, general and administrative expenses
|
|
857,574
|
|
|
777,920
|
|
|
653,338
|
|
|
592,863
|
|
|
705,477
|
|
(c)
|
|||||
Amortization of intangible assets
|
|
43,994
|
|
|
32,205
|
|
|
31,685
|
|
|
34,848
|
|
|
34,257
|
|
|
|||||
Asset impairment charges (a)
|
|
49,375
|
|
|
58,057
|
|
|
7,964
|
|
|
58,451
|
|
|
—
|
|
|
|||||
Change in fair value of contingent consideration liabilities
|
|
(11,248
|
)
|
|
(5,171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Operating income
|
|
540,269
|
|
|
378,849
|
|
|
320,813
|
|
|
237,503
|
|
|
429,060
|
|
|
|||||
Interest expense
|
|
(36,945
|
)
|
|
(20,946
|
)
|
|
(14,887
|
)
|
|
(8,024
|
)
|
|
(4,765
|
)
|
|
|||||
Interest income
|
|
1,555
|
|
|
832
|
|
|
2,423
|
|
|
1,493
|
|
|
3,736
|
|
|
|||||
Other expense, net
|
|
(47,213
|
)
|
|
(4,978
|
)
|
|
(663
|
)
|
|
(2,297
|
)
|
|
(1,432
|
)
|
|
|||||
Income from continuing operations before income taxes
|
|
457,666
|
|
|
353,757
|
|
|
307,686
|
|
|
228,675
|
|
|
426,599
|
|
|
|||||
Provision for income taxes (b)
|
|
161,659
|
|
|
35,532
|
|
|
107,246
|
|
|
97,472
|
|
|
139,007
|
|
|
|||||
Net income from continuing operations
|
|
296,007
|
|
|
318,225
|
|
|
200,440
|
|
|
131,203
|
|
|
287,592
|
|
|
|||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
190,621
|
|
|
27,490
|
|
|
|||||
Net income
|
|
296,007
|
|
|
318,225
|
|
|
200,098
|
|
|
321,824
|
|
|
315,082
|
|
|
|||||
Less: Net income attributable to non-controlling interests
|
|
2,661
|
|
|
3,247
|
|
|
1,715
|
|
|
10,917
|
|
|
18,368
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,383
|
|
|
$
|
310,907
|
|
|
$
|
296,714
|
|
|
Amounts attributable to common stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,725
|
|
|
$
|
120,286
|
|
|
$
|
269,224
|
|
|
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
190,621
|
|
|
27,490
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,383
|
|
|
$
|
310,907
|
|
|
$
|
296,714
|
|
|
Basic earnings per share attributable to common stock from continuing operations
|
|
$
|
1.92
|
|
|
$
|
2.02
|
|
|
$
|
1.26
|
|
|
$
|
0.62
|
|
|
$
|
1.22
|
|
|
Diluted earnings per share attributable to common stock from continuing operations
|
|
$
|
1.90
|
|
|
$
|
2.00
|
|
|
$
|
1.26
|
|
|
$
|
0.62
|
|
|
$
|
1.22
|
|
|
(a)
|
In 2018, 2017, 2016 and 2015, we recorded asset impairment charges of $49.4 million ($36.5 million net of tax), $58.1 million ($36.6 million net of tax), $8.0 million ($7.1 million net of tax) and $58.5 million ($44.6 million net of tax).The charges recorded in 2018 related to the winding down of certain oil-influenced operations and assets. The charges recorded in 2017 related to goodwill and intangible assets, including a $57.0 million goodwill impairment and a $1.1 million impairment of a customer relationship intangible asset. The goodwill impairment was associated with two reporting units within our Pipeline and Industrial Infrastructure Services Division. The charges recorded in 2016 primarily related to a pending disposition of certain international renewable energy services operations, which was completed in 2017. 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 impairment to customer relationship, trade name and non-compete agreement intangible assets. For further discussion of these charges in 2018, 2017 and 2016, refer to Results of Operations — Consolidated Results — Asset impairment charges included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(b)
|
The effective tax rates in 2018 and 2017 were impacted by the enactment of the Tax Cuts and Jobs Act of 2017 (Tax Act), which, among other things, lowered the U.S. federal corporate tax rate from 35% to 21% as of January 1, 2018. The lower effective tax rate in 2017 was primarily due to $70.1 million of tax benefits related to the enactment of the Tax Act. For more information regarding the Tax Act, refer to Note 9 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. As a result of the tax reform regulations issued during 2018, the 2018 effective tax rate includes a $37.2 million provision to record a valuation allowance against tax benefits recognized during 2017 associated with the Tax Act and other entity restructuring and recapitalization efforts. For more information on other items that impacted the effective tax rates in 2018, 2017 and 2016, refer to Results of Operations — Consolidated Results — Provision for income taxes included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The effective tax rate in 2015 did not include a significant decrease in reserves for uncertain tax positions. The effective tax rate in 2014 was impacted by $8.1 million in tax benefits primarily due to decreases in reserves for uncertain tax positions that resulted 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.
|
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
1,519,977
|
|
|
$
|
1,377,840
|
|
|
$
|
1,083,517
|
|
|
$
|
1,073,775
|
|
|
$
|
1,389,393
|
|
Goodwill
|
|
$
|
1,899,879
|
|
|
$
|
1,868,600
|
|
|
$
|
1,603,169
|
|
|
$
|
1,552,658
|
|
|
$
|
1,596,695
|
|
Total assets
|
|
$
|
7,075,787
|
|
|
$
|
6,480,154
|
|
|
$
|
5,354,059
|
|
|
$
|
5,213,543
|
|
|
$
|
6,253,583
|
|
Long-term debt, net of current maturities
|
|
$
|
1,040,532
|
|
|
$
|
670,721
|
|
|
$
|
353,562
|
|
|
$
|
475,364
|
|
|
$
|
72,489
|
|
Total stockholders’ equity
|
|
$
|
3,604,159
|
|
|
$
|
3,791,571
|
|
|
$
|
3,339,427
|
|
|
$
|
3,085,494
|
|
|
$
|
4,514,473
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Revenues
|
|
$
|
11,171,423
|
|
|
100.0
|
%
|
|
$
|
9,466,478
|
|
|
100.0
|
%
|
|
$
|
7,651,319
|
|
|
100.0
|
%
|
Cost of services (including depreciation)
|
|
9,691,459
|
|
|
86.8
|
|
|
8,224,618
|
|
|
86.9
|
|
|
6,637,519
|
|
|
86.7
|
|
|||
Gross profit
|
|
1,479,964
|
|
|
13.2
|
|
|
1,241,860
|
|
|
13.1
|
|
|
1,013,800
|
|
|
13.3
|
|
|||
Selling, general and administrative expenses
|
|
857,574
|
|
|
7.7
|
|
|
777,920
|
|
|
8.2
|
|
|
653,338
|
|
|
8.5
|
|
|||
Amortization of intangible assets
|
|
43,994
|
|
|
0.4
|
|
|
32,205
|
|
|
0.4
|
|
|
31,685
|
|
|
0.5
|
|
|||
Asset impairment charges
|
|
49,375
|
|
|
0.4
|
|
|
58,057
|
|
|
0.6
|
|
|
7,964
|
|
|
0.1
|
|
|||
Change in fair value of contingent consideration liabilities
|
|
(11,248
|
)
|
|
(0.1
|
)
|
|
(5,171
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
540,269
|
|
|
4.8
|
|
|
378,849
|
|
|
4.0
|
|
|
320,813
|
|
|
4.2
|
|
|||
Interest expense
|
|
(36,945
|
)
|
|
(0.3
|
)
|
|
(20,946
|
)
|
|
(0.2
|
)
|
|
(14,887
|
)
|
|
(0.2
|
)
|
|||
Interest income
|
|
1,555
|
|
|
—
|
|
|
832
|
|
|
—
|
|
|
2,423
|
|
|
—
|
|
|||
Other expense, net
|
|
(47,213
|
)
|
|
(0.4
|
)
|
|
(4,978
|
)
|
|
(0.1
|
)
|
|
(663
|
)
|
|
—
|
|
|||
Income from continuing operations before income taxes
|
|
457,666
|
|
|
4.1
|
|
|
353,757
|
|
|
3.7
|
|
|
307,686
|
|
|
4.0
|
|
|||
Provision for income taxes
|
|
161,659
|
|
|
1.5
|
|
|
35,532
|
|
|
0.3
|
|
|
107,246
|
|
|
1.4
|
|
|||
Net income from continuing operations
|
|
296,007
|
|
|
2.6
|
|
|
318,225
|
|
|
3.4
|
|
|
200,440
|
|
|
2.6
|
|
|||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
—
|
|
|||
Net income
|
|
296,007
|
|
|
2.6
|
|
|
318,225
|
|
|
3.4
|
|
|
200,098
|
|
|
2.6
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
2,661
|
|
|
—
|
|
|
3,247
|
|
|
0.1
|
|
|
1,715
|
|
|
—
|
|
|||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
2.6
|
%
|
|
$
|
314,978
|
|
|
3.3
|
%
|
|
$
|
198,383
|
|
|
2.6
|
%
|
Amounts attributable to common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income from continuing operations
|
|
$
|
293,346
|
|
|
2.6
|
%
|
|
$
|
314,978
|
|
|
3.3
|
%
|
|
$
|
198,725
|
|
|
2.6
|
%
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
—
|
|
|||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
2.6
|
%
|
|
$
|
314,978
|
|
|
3.3
|
%
|
|
$
|
198,383
|
|
|
2.6
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
6,415,562
|
|
|
57.4
|
%
|
|
$
|
5,599,836
|
|
|
59.2
|
%
|
|
$
|
4,850,495
|
|
|
63.4
|
%
|
Pipeline and Industrial Infrastructure Services
|
|
4,755,861
|
|
|
42.6
|
|
|
3,866,642
|
|
|
40.8
|
|
|
2,800,824
|
|
|
36.6
|
|
|||
Consolidated revenues from external customers
|
|
$
|
11,171,423
|
|
|
100.0
|
%
|
|
$
|
9,466,478
|
|
|
100.0
|
%
|
|
$
|
7,651,319
|
|
|
100.0
|
%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
628,286
|
|
|
9.8
|
%
|
|
$
|
518,130
|
|
|
9.3
|
%
|
|
$
|
395,745
|
|
|
8.2
|
%
|
Pipeline and Industrial Infrastructure Services
|
|
204,178
|
|
|
4.3
|
|
|
184,083
|
|
|
4.8
|
|
|
149,502
|
|
|
5.3
|
|
|||
Corporate and non-allocated costs
|
|
(292,195
|
)
|
|
N/A
|
|
(323,364
|
)
|
|
N/A
|
|
(224,434
|
)
|
|
N/A
|
||||||
Consolidated operating income
|
|
$
|
540,269
|
|
|
4.8
|
%
|
|
$
|
378,849
|
|
|
4.0
|
%
|
|
$
|
320,813
|
|
|
4.2
|
%
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents held in domestic bank accounts
|
|
$
|
62,495
|
|
|
$
|
83,074
|
|
Cash and cash equivalents held in foreign bank accounts
|
|
16,192
|
|
|
55,211
|
|
||
Total cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents held by domestic joint ventures
|
|
$
|
8,544
|
|
|
$
|
10,042
|
|
Cash and cash equivalents held by foreign joint ventures
|
|
441
|
|
|
6,615
|
|
||
Total cash and cash equivalents held by joint ventures
|
|
8,985
|
|
|
16,657
|
|
||
Cash and cash equivalents not held by joint ventures
|
|
69,702
|
|
|
121,628
|
|
||
Total cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities of continuing operations
|
|
$
|
358,789
|
|
|
$
|
371,891
|
|
|
$
|
390,749
|
|
Net cash used in investing activities of continuing operations
|
|
(402,670
|
)
|
|
(572,084
|
)
|
|
(264,379
|
)
|
|||
Net cash provided by (used in) financing activities of continuing operations
|
|
(16,570
|
)
|
|
227,764
|
|
|
(133,836
|
)
|
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Long-term debt - principal (1)
|
|
$
|
1,071,822
|
|
|
$
|
31,522
|
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
$
|
980,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt - cash interest (2)
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Short-term debt (3)
|
|
33,422
|
|
|
33,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations
|
|
354,550
|
|
|
124,530
|
|
|
81,189
|
|
|
55,827
|
|
|
34,337
|
|
|
21,450
|
|
|
37,217
|
|
|||||||
Capital lease obligations(4)
|
|
934
|
|
|
702
|
|
|
112
|
|
|
112
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|||||||
Equipment purchase commitments (5)
|
|
7,824
|
|
|
7,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Capital commitment related to investments in unconsolidated affiliates (6)
|
|
36,345
|
|
|
36,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
1,504,903
|
|
|
$
|
234,351
|
|
|
$
|
111,301
|
|
|
$
|
85,939
|
|
|
$
|
1,014,645
|
|
|
$
|
21,450
|
|
|
$
|
37,217
|
|
(1)
|
Amounts were recorded in our December 31, 2018 consolidated balance sheet. We had $1.07 billion of outstanding borrowings under the credit agreement, which included $592.5 million borrowed under the term loan facility and $477.8 million of outstanding revolving loans, both of which bear interest at variable market rates. Assuming the principal amount outstanding at December 31, 2018 remained outstanding and the interest rate in effect at December 31, 2018 remained the same, the annual cash interest expense with respect to our senior secured credit facility would be approximately $42.6 million, payable until October 31, 2022, the maturity date of the facility. In addition, we are required to make quarterly principal payments of $7.5 million on the term borrowings, which are due on the last business day of each March, June, September and December, and pay the remaining balance of the term borrowings at the maturity date for the facility.
|
(2)
|
Amount represents cash interest expense on our fixed-rate long-term debt, which excludes our senior secured credit facility.
|
(3)
|
Amount was recorded in our December 31, 2018 consolidated balance sheet.
|
(4)
|
Principal amounts of capital lease obligations were recorded in our December 31, 2018 consolidated balance sheet.
|
(5)
|
Amount represents capital committed for the expansion of our vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. Although we have committed to the purchase of these vehicles at the time of their delivery, we expect that these orders will be assigned to third party leasing companies and be made available to us under certain of our master equipment lease agreements, which will release us from our capital commitment.
|
(6)
|
Amount represents outstanding capital commitments associated with investments in unconsolidated affiliates. An additional capital commitment of $0.7 million is anticipated to be paid by May 31, 2022; however we have excluded this capital commitment from the Contractual Obligations table because we are unable to determine the timing of this payment. Additionally, during the year ended December 31, 2017, we formed a partnership with select investors that provides up to $1.0 billion of capital, including approximately $80.0 million from us, available to invest in certain specified types of infrastructure projects through August 2024. Because we are not obligated to invest this amount and are unable to determine the timing of any such investments, we have excluded this capital commitment from the Contractual Obligations table other than $13.7 million that was contributed in February 2019.
|
|
|
2018
|
|
2017
|
|
2016
|
Years of cash flows before terminal value
|
|
5 years
|
|
5 years
|
|
5 years
|
Weighted average cost of capital
|
|
12.0% to 15.0%
|
|
12.0% to 14.0%
|
|
12.5% to 14.5%
|
Transaction multiples applied to EBITDA
|
|
6.5 to 9.0
|
|
5.5 to 7.0
|
|
5.5 to 7.0
|
Guideline public company multiples applied to EBITDA
|
|
6.5 to 9.5
|
|
6.5 to 8.0
|
|
5.5 to 7.0
|
Five-year revenue compounded annual growth rates
|
|
-14% to 8%
|
|
-14% to 17%
|
|
-2% to 24%
|
Weighting of three methods:
|
|
|
|
|
|
|
Discounted cash flows
|
|
70%
|
|
70%
|
|
70%
|
Market guideline transaction method
|
|
15%
|
|
15%
|
|
15%
|
Market guideline public company method
|
|
15%
|
|
15%
|
|
15%
|
|
|
2018
|
|
2017
|
|
2016
|
Discount rates
|
|
20% to 27%
|
|
17% to 25%
|
|
20% to 23%
|
Customer attrition rates
|
|
20% to 33%
|
|
15% to 78%
|
|
10% to 70%
|
•
|
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, trends or opportunities in particular markets;
|
•
|
The expected value of contracts or intended contracts with customers;
|
•
|
Future capital allocation initiatives;
|
•
|
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 pipeline projects, as well as the level of oil, natural gas and natural gas liquids prices and their impact on our business or demand for our services;
|
•
|
Future capital allocation initiatives, including the amount, timing and strategies with respect to any future stock repurchases, and expectations regarding the declaration, amount and timing of any future cash dividends;
|
•
|
The impact of existing or potential legislation or regulation;
|
•
|
Potential opportunities that may be indicated by bidding activity or similar discussions with customers;
|
•
|
The future demand for and availability of labor resources in the industries we serve;
|
•
|
The expected realization of remaining performance obligations or backlog;
|
•
|
The potential benefits from investments or 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 of pending or contemplated insurance claims or change orders or claims against customers or third parties; and
|
•
|
The current economic and regulatory conditions and trends in the industries we serve.
|
•
|
Market conditions;
|
•
|
The effects of industry, economic, financial or political conditions outside our control, including weakness in the capital markets or any actual or potential shutdown, sequester, default or similar event or occurrence involving the U.S. federal government;
|
•
|
Quarterly variations in our operating and financial results, liquidity, financial condition, capital requirements, and reinvestment opportunities;
|
•
|
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 permitting issues, environmental processes, project performance issues, claimed force majeure events, protests or other political activity, legal challenges or customer capital constraints;
|
•
|
The successful negotiation, execution, performance and completion of anticipated, pending and existing contracts, including the ability to obtain future project awards;
|
•
|
Our dependence on suppliers, subcontractors, equipment manufacturers and other third-party contractors;
|
•
|
Our ability to attract and the potential shortage of skilled employees and our ability to retain key personnel and qualified employees;
|
•
|
Our dependence on fixed price contracts and the potential to incur losses with respect to these contracts;
|
•
|
Estimates relating to revenue recognition and costs associated with contracts;
|
•
|
Adverse weather conditions or significant weather events, including hurricanes, tropical storms and floods;
|
•
|
Risks associated with operational hazards that arise due to the nature of the services we provide and the conditions in which we operate;
|
•
|
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 demand for our services;
|
•
|
The future development of natural resources;
|
•
|
The failure of existing or potential legislative actions and initiatives to result in demand for our services;
|
•
|
Fluctuations of prices of certain materials used in our business, including as a result of the imposition of tariffs or changes in U.S. trade relationships with other countries;
|
•
|
Unexpected costs or liabilities that may arise from pending or threatened litigation, indemnity obligations or other claims or actions asserted against us, including liabilities, costs, fines or penalties for which we are not covered by, or are in excess of, our third-party insurance;
|
•
|
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;
|
•
|
Damage to our brand or reputation arising as a result of cyber-security or data privacy breaches, environmental and occupational health and safety matters, or other negative corporate incidents;
|
•
|
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 or similar structures exposes us to liability and/or harm to our reputation for acts or omissions by our partners;
|
•
|
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, including failure to collect our outstanding receivables;
|
•
|
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, remaining performance obligations and backlog;
|
•
|
Our ability to successfully complete our remaining performance obligations or realize our backlog;
|
•
|
Risks associated with operating in international markets, including instability of foreign governments, currency exchange fluctuations, and compliance with unfamiliar foreign legal systems and cultural practices, the U.S. Foreign Corrupt Practices Act and other applicable anti-bribery and anti-corruption laws, and complex U.S. and foreign tax regulations and international treaties;
|
•
|
Our ability to successfully identify, complete, integrate and realize synergies from acquisitions;
|
•
|
The potential adverse impact resulting from uncertainty surrounding acquisitions and investments, including the ability to retain key personnel from acquired businesses, the potential increase in risks already existing in our operations and poor performance or decline in value of our investments;
|
•
|
The adverse impact of impairments of goodwill, other intangible assets, receivables, long-lived 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 new information technology solutions;
|
•
|
The impact of our unionized workforce on our operations, including labor stoppages or interruptions due to strikes or lockouts;
|
•
|
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;
|
•
|
The ability to access sufficient funding to finance desired growth and operations;
|
•
|
Our ability to obtain performance bonds;
|
•
|
Our ability to meet the regulatory requirements applicable to us and our subsidiaries, including the Sarbanes-Oxley Act of 2002;
|
•
|
Rapid technological and other structural changes that could reduce the demand for our services;
|
•
|
New or changed tax laws, treaties or regulations;
|
•
|
Legislative or regulatory changes that result in increased costs, including with respect of labor and healthcare costs;
|
•
|
Significant fluctuations in foreign currency exchange rates; and
|
•
|
The other risks and uncertainties described elsewhere herein and in Item 1A. Risk Factors in this Annual Report and as may be detailed from time to time in our other public filings with the SEC.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In thousands, except share information)
|
||||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
Accounts receivable, net of allowances of $5,839 and $4,465
|
|
2,354,737
|
|
|
1,985,077
|
|
||
Contract assets
|
|
576,891
|
|
|
497,292
|
|
||
Inventories
|
|
107,732
|
|
|
80,890
|
|
||
Prepaid expenses and other current assets
|
|
208,057
|
|
|
168,363
|
|
||
Total current assets
|
|
3,326,104
|
|
|
2,869,907
|
|
||
Property and equipment, net of accumulated depreciation of $1,092,440 and $981,275
|
|
1,276,032
|
|
|
1,288,602
|
|
||
Other assets, net
|
|
293,592
|
|
|
189,866
|
|
||
Other intangible assets, net of accumulated amortization of $372,081 and $335,507
|
|
280,180
|
|
|
263,179
|
|
||
Goodwill
|
|
1,899,879
|
|
|
1,868,600
|
|
||
Total assets
|
|
$
|
7,075,787
|
|
|
$
|
6,480,154
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|
|
||
Current maturities of long-term debt and short-term debt
|
|
$
|
65,646
|
|
|
$
|
1,220
|
|
Accounts payable and accrued expenses
|
|
1,314,520
|
|
|
1,057,460
|
|
||
Contract liabilities
|
|
425,961
|
|
|
433,387
|
|
||
Total current liabilities
|
|
1,806,127
|
|
|
1,492,067
|
|
||
Long-term debt and notes payable, net of current maturities
|
|
1,040,532
|
|
|
670,721
|
|
||
Deferred income taxes
|
|
219,115
|
|
|
179,381
|
|
||
Insurance and other non-current liabilities
|
|
404,560
|
|
|
342,356
|
|
||
Total liabilities
|
|
3,470,334
|
|
|
2,684,525
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
Common stock, $.00001 par value, 600,000,000 shares authorized, 157,333,046 and 155,219,154 shares issued, and 141,103,900 and 153,342,326 shares outstanding
|
|
2
|
|
|
2
|
|
||
Exchangeable Shares, no par value, 486,112 shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Series G Preferred Stock, $.00001 par value, 1 share authorized, issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,967,354
|
|
|
1,889,356
|
|
||
Retained earnings
|
|
2,477,291
|
|
|
2,191,059
|
|
||
Accumulated other comprehensive loss
|
|
(286,048
|
)
|
|
(203,395
|
)
|
||
Treasury stock, 16,229,146 and 1,876,828 common shares
|
|
(554,440
|
)
|
|
(85,451
|
)
|
||
Total stockholders’ equity
|
|
3,604,159
|
|
|
3,791,571
|
|
||
Non-controlling interests
|
|
1,294
|
|
|
4,058
|
|
||
Total equity
|
|
3,605,453
|
|
|
3,795,629
|
|
||
Total liabilities and equity
|
|
$
|
7,075,787
|
|
|
$
|
6,480,154
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands, except per share information)
|
||||||||||
Revenues
|
|
$
|
11,171,423
|
|
|
$
|
9,466,478
|
|
|
$
|
7,651,319
|
|
Cost of services (including depreciation)
|
|
9,691,459
|
|
|
8,224,618
|
|
|
6,637,519
|
|
|||
Gross profit
|
|
1,479,964
|
|
|
1,241,860
|
|
|
1,013,800
|
|
|||
Selling, general and administrative expenses
|
|
857,574
|
|
|
777,920
|
|
|
653,338
|
|
|||
Amortization of intangible assets
|
|
43,994
|
|
|
32,205
|
|
|
31,685
|
|
|||
Asset impairment charges
|
|
49,375
|
|
|
58,057
|
|
|
7,964
|
|
|||
Change in fair value of contingent consideration liabilities
|
|
(11,248
|
)
|
|
(5,171
|
)
|
|
—
|
|
|||
Operating income
|
|
540,269
|
|
|
378,849
|
|
|
320,813
|
|
|||
Interest expense
|
|
(36,945
|
)
|
|
(20,946
|
)
|
|
(14,887
|
)
|
|||
Interest income
|
|
1,555
|
|
|
832
|
|
|
2,423
|
|
|||
Other expense, net
|
|
(47,213
|
)
|
|
(4,978
|
)
|
|
(663
|
)
|
|||
Income from continuing operations before income taxes
|
|
457,666
|
|
|
353,757
|
|
|
307,686
|
|
|||
Provision for income taxes
|
|
161,659
|
|
|
35,532
|
|
|
107,246
|
|
|||
Net income from continuing operations
|
|
296,007
|
|
|
318,225
|
|
|
200,440
|
|
|||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|||
Net income
|
|
296,007
|
|
|
318,225
|
|
|
200,098
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
2,661
|
|
|
3,247
|
|
|
1,715
|
|
|||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,383
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to common stock:
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,725
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,383
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common stock:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.92
|
|
|
$
|
2.02
|
|
|
$
|
1.26
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to common stock
|
|
$
|
1.92
|
|
|
$
|
2.02
|
|
|
$
|
1.26
|
|
|
|
|
|
|
|
|
||||||
Weighted average basic shares outstanding
|
|
152,963
|
|
|
156,124
|
|
|
157,287
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common stock:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
1.90
|
|
|
$
|
2.00
|
|
|
$
|
1.26
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to common stock
|
|
$
|
1.90
|
|
|
$
|
2.00
|
|
|
$
|
1.26
|
|
|
|
|
|
|
|
|
||||||
Weighted average diluted shares outstanding
|
|
154,226
|
|
|
157,155
|
|
|
157,288
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Net income
|
|
$
|
296,007
|
|
|
$
|
318,225
|
|
|
$
|
200,098
|
|
Other comprehensive income (loss), net of tax provision:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of tax of $0, $0 and $0
|
|
(84,484
|
)
|
|
67,404
|
|
|
23,137
|
|
|||
Other, net of tax of $(677), $(347) and $46
|
|
1,831
|
|
|
874
|
|
|
(121
|
)
|
|||
Other comprehensive income (loss)
|
|
(82,653
|
)
|
|
68,278
|
|
|
23,016
|
|
|||
Comprehensive income
|
|
213,354
|
|
|
386,503
|
|
|
223,114
|
|
|||
Less: Comprehensive income attributable to non-controlling interests
|
|
2,661
|
|
|
3,247
|
|
|
1,715
|
|
|||
Total comprehensive income attributable to Quanta stockholders
|
|
$
|
210,693
|
|
|
$
|
383,256
|
|
|
$
|
221,399
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
(In thousands)
|
|
|
||||||
Cash Flows from Operating Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
296,007
|
|
|
$
|
318,225
|
|
|
$
|
200,098
|
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations —
|
|
|
|
|
|
|
||||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
342
|
|
|||
Depreciation
|
|
202,519
|
|
|
183,808
|
|
|
170,240
|
|
|||
Amortization of intangible assets
|
|
43,994
|
|
|
32,205
|
|
|
31,685
|
|
|||
Asset impairment charges
|
|
49,375
|
|
|
58,057
|
|
|
7,964
|
|
|||
Change in fair value of contingent consideration liabilities
|
|
(11,248
|
)
|
|
(5,171
|
)
|
|
—
|
|
|||
Equity in losses of unconsolidated affiliates
|
|
52,867
|
|
|
10,945
|
|
|
979
|
|
|||
Amortization of debt issuance costs
|
|
1,270
|
|
|
1,321
|
|
|
1,356
|
|
|||
(Gain) loss on sale of property and equipment
|
|
3,296
|
|
|
(549
|
)
|
|
(734
|
)
|
|||
Foreign currency (gain) loss
|
|
(385
|
)
|
|
409
|
|
|
880
|
|
|||
Provision for (recovery of) doubtful accounts
|
|
7,169
|
|
|
87
|
|
|
(543
|
)
|
|||
Deferred income tax expense (benefit)
|
|
61,974
|
|
|
(32,130
|
)
|
|
(15,695
|
)
|
|||
Non-cash stock-based compensation
|
|
52,484
|
|
|
46,448
|
|
|
42,843
|
|
|||
Changes in operating assets and liabilities, net of non-cash transactions
|
|
(400,533
|
)
|
|
(241,764
|
)
|
|
(48,666
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
|
358,789
|
|
|
371,891
|
|
|
390,749
|
|
|||
Cash Flows from Investing Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(293,595
|
)
|
|
(244,651
|
)
|
|
(212,555
|
)
|
|||
Proceeds from sale of property and equipment
|
|
31,780
|
|
|
23,348
|
|
|
21,975
|
|
|||
Proceeds from insurance settlements related to property and equipment
|
|
714
|
|
|
1,175
|
|
|
546
|
|
|||
Cash paid for acquisitions, net of cash, cash equivalents and restricted cash acquired
|
|
(94,917
|
)
|
|
(361,217
|
)
|
|
(68,788
|
)
|
|||
Investments in unconsolidated affiliates and other entities
|
|
(36,909
|
)
|
|
(56,528
|
)
|
|
(13,150
|
)
|
|||
Cash received from investments in unconsolidated affiliates and other entities
|
|
4,705
|
|
|
65,789
|
|
|
7,593
|
|
|||
Cash paid for intangible assets
|
|
(14,448
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities of continuing operations
|
|
(402,670
|
)
|
|
(572,084
|
)
|
|
(264,379
|
)
|
|||
Cash Flows from Financing Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|||
Borrowings under credit facility
|
|
4,491,782
|
|
|
2,932,338
|
|
|
2,744,453
|
|
|||
Payments under credit facility
|
|
(4,076,460
|
)
|
|
(2,624,404
|
)
|
|
(2,860,673
|
)
|
|||
Payments on other long-term debt
|
|
(1,298
|
)
|
|
(5,361
|
)
|
|
(6,959
|
)
|
|||
Net borrowings (repayments) of short-term debt
|
|
33,790
|
|
|
(2,783
|
)
|
|
(1,957
|
)
|
|||
Debt issuance and amendment costs
|
|
(1,976
|
)
|
|
(1,507
|
)
|
|
—
|
|
|||
Distributions to non-controlling interests, net of contributions received
|
|
(4,038
|
)
|
|
(2,001
|
)
|
|
(761
|
)
|
|||
Payments related to tax withholding for share-based compensation
|
|
(15,218
|
)
|
|
(18,543
|
)
|
|
(8,340
|
)
|
|||
Exercise of stock options
|
|
—
|
|
|
25
|
|
|
401
|
|
|||
Repurchase of common stock
|
|
(443,152
|
)
|
|
(50,000
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities of continuing operations
|
|
(16,570
|
)
|
|
227,764
|
|
|
(133,836
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
|
—
|
|
|
—
|
|
|
(1,035
|
)
|
|||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(6,080
|
)
|
|||
Net cash used in discontinued operations
|
|
—
|
|
|
—
|
|
|
(7,115
|
)
|
|||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
|
(68
|
)
|
|
1,794
|
|
|
220
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(60,519
|
)
|
|
29,365
|
|
|
(14,361
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
|
143,775
|
|
|
114,410
|
|
|
128,771
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
|
$
|
83,256
|
|
|
$
|
143,775
|
|
|
$
|
114,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
Exchangeable
|
|
Series F
|
|
Series G
|
|
Additional
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Shares
|
|
Preferred Stock
|
|
Preferred Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
Non-controlling
|
|
Total
|
||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Stock
|
|
Equity
|
|
Interests
|
|
Equity
|
||||||||||||||||||||||||||
|
(In thousands, except share information)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,665
|
|
|
—
|
|
|
—
|
|
|
(15,160
|
)
|
|
34,505
|
|
|
—
|
|
|
34,505
|
|
|||||||||||
Stock options exercised
|
25,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
425
|
|
|||||||||||
Exchange of exchangeable shares
|
360,589
|
|
|
—
|
|
|
(360,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Income tax impact from long-term incentive plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,904
|
)
|
|
—
|
|
|
(3,904
|
)
|
|||||||||||
Settlement of accelerated stock repurchase program
|
(9,413,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
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
|
|
|||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,278
|
|
|
—
|
|
|
68,278
|
|
|
—
|
|
|
68,278
|
|
|||||||||||
Acquisitions
|
2,982,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,604
|
|
|
—
|
|
|
89,604
|
|
|||||||||||
Restricted stock unit activity
|
1,000,935
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,421
|
|
|
—
|
|
|
—
|
|
|
(21,163
|
)
|
|
29,259
|
|
|
—
|
|
|
29,259
|
|
|||||||||||
Stock options exercised
|
1,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||||||||
Exchange of exchangeable shares
|
6,029,341
|
|
|
—
|
|
|
(6,029,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Common stock repurchases
|
(1,382,292
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|
(50,000
|
)
|
|
—
|
|
|
(50,000
|
)
|
|||||||||||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,001
|
)
|
|
(2,001
|
)
|
|||||||||||
Buyout of a non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(463
|
)
|
|
(463
|
)
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
314,978
|
|
|
—
|
|
|
—
|
|
|
314,978
|
|
|
3,247
|
|
|
318,225
|
|
|||||||||||
Balance, December 31, 2017
|
153,342,326
|
|
|
2
|
|
|
486,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,889,356
|
|
|
2,191,059
|
|
|
(203,395
|
)
|
|
(85,451
|
)
|
|
3,791,571
|
|
|
4,058
|
|
|
3,795,629
|
|
|||||||||||
Revenue recognition cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,276
|
)
|
|
—
|
|
|
—
|
|
|
(1,276
|
)
|
|
—
|
|
|
(1,276
|
)
|
|||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,653
|
)
|
|
—
|
|
|
(82,653
|
)
|
|
—
|
|
|
(82,653
|
)
|
|||||||||||
Acquisitions
|
679,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,882
|
|
|
—
|
|
|
22,882
|
|
|||||||||||
Restricted stock unit activity
|
998,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,116
|
|
|
—
|
|
|
—
|
|
|
(17,699
|
)
|
|
37,417
|
|
|
—
|
|
|
37,417
|
|
|||||||||||
Common stock repurchases
|
(13,916,725
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(451,290
|
)
|
|
(451,290
|
)
|
|
—
|
|
|
(451,290
|
)
|
|||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,838
|
)
|
|
—
|
|
|
—
|
|
|
(5,838
|
)
|
|
—
|
|
|
(5,838
|
)
|
|||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,038
|
)
|
|
(4,038
|
)
|
|||||||||||
Buyout of a non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,387
|
)
|
|
(1,387
|
)
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293,346
|
|
|
—
|
|
|
—
|
|
|
293,346
|
|
|
2,661
|
|
|
296,007
|
|
|||||||||||
Balance, December 31, 2018
|
141,103,900
|
|
|
$
|
2
|
|
|
486,112
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,967,354
|
|
|
$
|
2,477,291
|
|
|
$
|
(286,048
|
)
|
|
$
|
(554,440
|
)
|
|
$
|
3,604,159
|
|
|
$
|
1,294
|
|
|
$
|
3,605,453
|
|
1.
|
BUSINESS AND ORGANIZATION:
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|
|
|
Year Ended December 31, 2018
|
|||||
By primary geographic location:
|
|
|
|
|
|||
United States
|
|
$
|
8,575,341
|
|
|
76.7
|
%
|
Canada
|
|
1,984,214
|
|
|
17.8
|
%
|
|
Australia
|
|
377,453
|
|
|
3.4
|
%
|
|
Latin America and Other
|
|
234,415
|
|
|
2.1
|
%
|
|
Total revenues
|
|
$
|
11,171,423
|
|
|
100.0
|
%
|
|
|
Year Ended December 31, 2018
|
|||||
By contract type:
|
|
|
|
|
|||
Unit-price contracts
|
|
$
|
3,828,997
|
|
|
34.3
|
%
|
Fixed price contracts
|
|
4,835,401
|
|
|
43.3
|
%
|
|
Cost-plus contracts
|
|
2,507,025
|
|
|
22.4
|
%
|
|
Total revenues
|
|
$
|
11,171,423
|
|
|
100.0
|
%
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Contract assets
|
|
$
|
576,891
|
|
|
$
|
497,292
|
|
Contract liabilities
|
|
$
|
425,961
|
|
|
$
|
433,387
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents held in domestic bank accounts
|
|
$
|
62,495
|
|
|
$
|
83,074
|
|
Cash and cash equivalents held in foreign bank accounts
|
|
16,192
|
|
|
55,211
|
|
||
Total cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents held by domestic joint ventures
|
|
$
|
8,544
|
|
|
$
|
10,042
|
|
Cash and cash equivalents held by foreign joint ventures
|
|
441
|
|
|
6,615
|
|
||
Total cash and cash equivalents held by joint ventures
|
|
8,985
|
|
|
16,657
|
|
||
Cash and cash equivalents not held by joint ventures
|
|
69,702
|
|
|
121,628
|
|
||
Total cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
|
|
2018
|
|
2017
|
|
2016
|
Years of cash flows before terminal value
|
|
5 years
|
|
5 years
|
|
5 years
|
Weighted average cost of capital
|
|
12.0% to 15.0%
|
|
12.0% to 14.0%
|
|
12.5% to 14.5%
|
Transaction multiples applied to EBITDA
|
|
6.5 to 9.0
|
|
5.5 to 7.0
|
|
5.5 to 7.0
|
Guideline public company multiples applied to EBITDA
|
|
6.5 to 9.5
|
|
6.5 to 8.0
|
|
5.5 to 7.0
|
Five-year revenue compounded annual growth rates
|
|
-14% to 8%
|
|
-14% to 17%
|
|
-2% to 24%
|
Weighting of three methods:
|
|
|
|
|
|
|
Discounted cash flows
|
|
70%
|
|
70%
|
|
70%
|
Market multiple
|
|
15%
|
|
15%
|
|
15%
|
Market capitalization
|
|
15%
|
|
15%
|
|
15%
|
|
|
2018
|
|
2017
|
|
2016
|
Discount rates
|
|
20% to 27%
|
|
17% to 25%
|
|
20% to 23%
|
Customer attrition rates
|
|
20% to 33%
|
|
15% to 78%
|
|
10% to 70%
|
3.
|
NEW ACCOUNTING PRONOUNCEMENTS:
|
4.
|
ACQUISITIONS:
|
|
|
2018
|
|
2017
|
||||||||
|
|
All Acquisitions
|
|
Stronghold
|
|
Other Acquisitions
|
||||||
Consideration:
|
|
|
|
|
|
|
||||||
Cash paid or payable
|
|
$
|
106,804
|
|
|
$
|
351,014
|
|
|
$
|
11,955
|
|
Value of Quanta common stock issued
|
|
22,882
|
|
|
81,337
|
|
|
8,267
|
|
|||
Contingent consideration
|
|
16,471
|
|
|
51,084
|
|
|
—
|
|
|||
Fair value of total consideration transferred or estimated to be transferred
|
|
$
|
146,157
|
|
|
$
|
483,435
|
|
|
$
|
20,222
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
18,405
|
|
|
$
|
77,478
|
|
|
$
|
7,157
|
|
Contract assets
|
|
1,905
|
|
|
11,913
|
|
|
193
|
|
|||
Other current assets
|
|
8,484
|
|
|
20,914
|
|
|
170
|
|
|||
Property and equipment
|
|
23,674
|
|
|
51,258
|
|
|
1,480
|
|
|||
Other assets
|
|
576
|
|
|
1,513
|
|
|
12
|
|
|||
Identifiable intangible assets
|
|
52,364
|
|
|
95,700
|
|
|
8,091
|
|
|||
Contract liabilities
|
|
(175
|
)
|
|
(13,489
|
)
|
|
(93
|
)
|
|||
Other current liabilities
|
|
(11,205
|
)
|
|
(58,346
|
)
|
|
(2,705
|
)
|
|||
Deferred tax liabilities, net
|
|
(4,208
|
)
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|||
Total identifiable net assets
|
|
89,820
|
|
|
186,893
|
|
|
14,305
|
|
|||
Goodwill
|
|
56,337
|
|
|
296,542
|
|
|
5,917
|
|
|||
|
|
$
|
146,157
|
|
|
$
|
483,435
|
|
|
$
|
20,222
|
|
|
|
Estimated
|
|
Weighted Average
|
||
|
|
Fair Value
|
|
Amortization Period in Years
|
||
Customer relationships
|
|
$
|
30,767
|
|
|
5.3
|
Backlog
|
|
2,158
|
|
|
1.0
|
|
Trade names
|
|
7,689
|
|
|
15.0
|
|
Non-compete agreements
|
|
2,750
|
|
|
5.0
|
|
Curriculum
|
|
$
|
9,000
|
|
|
10.0
|
Total intangible assets subject to amortization acquired in 2018 acquisitions
|
|
$
|
52,364
|
|
|
7.4
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
$
|
11,238,475
|
|
|
$
|
9,848,386
|
|
|
$
|
8,183,104
|
|
Gross profit
|
|
$
|
1,506,125
|
|
|
$
|
1,356,515
|
|
|
$
|
1,129,661
|
|
Selling, general and administrative expenses
|
|
$
|
865,452
|
|
|
$
|
842,996
|
|
|
$
|
734,900
|
|
Amortization of intangible assets
|
|
$
|
49,262
|
|
|
$
|
49,918
|
|
|
$
|
46,579
|
|
Net income from continuing operations
|
|
$
|
304,565
|
|
|
$
|
333,386
|
|
|
$
|
207,956
|
|
Net income from continuing operations attributable to common stock
|
|
$
|
301,904
|
|
|
$
|
330,139
|
|
|
$
|
206,241
|
|
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.97
|
|
|
$
|
2.08
|
|
|
$
|
1.29
|
|
Diluted
|
|
$
|
1.95
|
|
|
$
|
2.07
|
|
|
$
|
1.29
|
|
|
|
Electric Power Infrastructure Services
Division
|
|
Pipeline and Industrial Infrastructure Services
Division
|
|
Total
|
||||||
Balance at December 31, 2015:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
1,226,245
|
|
|
$
|
366,306
|
|
|
$
|
1,592,551
|
|
Accumulated impairment
|
|
—
|
|
|
(39,893
|
)
|
|
(39,893
|
)
|
|||
|
|
$
|
1,226,245
|
|
|
$
|
326,413
|
|
|
1,552,658
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill recorded related to 2016 acquisitions
|
|
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
|
)
|
|||
|
|
1,253,979
|
|
|
349,190
|
|
|
1,603,169
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill recorded related to 2017 acquisitions
|
|
5,866
|
|
|
296,542
|
|
|
302,408
|
|
|||
Purchase price allocation adjustments
|
|
(619
|
)
|
|
(659
|
)
|
|
(1,278
|
)
|
|||
Goodwill impaired during 2017
|
|
—
|
|
|
(57,011
|
)
|
|
(57,011
|
)
|
|||
Foreign currency translation adjustments
|
|
13,301
|
|
|
8,011
|
|
|
21,312
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
1,272,527
|
|
693,905
|
|
1,966,432
|
||||||
Accumulated impairment
|
|
—
|
|
|
(97,832
|
)
|
|
(97,832
|
)
|
|||
|
|
1,272,527
|
|
596,073
|
|
1,868,600
|
||||||
|
|
|
|
|
|
|
||||||
Goodwill recorded related to 2018 acquisitions
|
|
56,337
|
|
|
—
|
|
|
56,337
|
|
|||
Purchase price allocation adjustments
|
|
51
|
|
|
—
|
|
|
51
|
|
|||
Foreign currency translation adjustments
|
|
(15,837
|
)
|
|
(9,272
|
)
|
|
(25,109
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2018:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
1,313,078
|
|
|
683,284
|
|
|
1,996,362
|
|
|||
Accumulated impairment
|
|
—
|
|
|
(96,483
|
)
|
|
(96,483
|
)
|
|||
|
|
$
|
1,313,078
|
|
|
$
|
586,801
|
|
|
$
|
1,899,879
|
|
|
|
|
|
|
|
As of
|
||||||||||||||||||||
|
|
As of
|
|
As of
|
|
December 31,
|
||||||||||||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
|
2018
|
||||||||||||||||||||
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
|
Remaining Weighted Average Amortization Period in Years
|
||||||||||||
Customer relationships
|
|
$
|
359,967
|
|
|
$
|
(165,715
|
)
|
|
$
|
194,252
|
|
|
$
|
327,334
|
|
|
$
|
(137,333
|
)
|
|
$
|
190,001
|
|
|
6.2
|
Backlog
|
|
135,578
|
|
|
(134,592
|
)
|
|
986
|
|
|
136,266
|
|
|
(135,847
|
)
|
|
419
|
|
|
0.7
|
||||||
Trade names
|
|
81,058
|
|
|
(21,559
|
)
|
|
59,499
|
|
|
74,797
|
|
|
(17,057
|
)
|
|
57,740
|
|
|
15.4
|
||||||
Non-compete agreements
|
|
40,728
|
|
|
(30,168
|
)
|
|
10,560
|
|
|
37,760
|
|
|
(27,659
|
)
|
|
10,101
|
|
|
3.6
|
||||||
Patented rights and developed technology
|
|
22,482
|
|
|
(19,175
|
)
|
|
3,307
|
|
|
22,529
|
|
|
(17,611
|
)
|
|
4,918
|
|
|
2.7
|
||||||
Curriculum
|
|
9,448
|
|
|
(872
|
)
|
|
8,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
||||||
Total intangible assets subject to amortization
|
|
649,261
|
|
|
(372,081
|
)
|
|
277,180
|
|
|
598,686
|
|
|
(335,507
|
)
|
|
263,179
|
|
|
8.0
|
||||||
Engineering license
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Total intangible assets
|
|
$
|
652,261
|
|
|
$
|
(372,081
|
)
|
|
$
|
280,180
|
|
|
$
|
598,686
|
|
|
$
|
(335,507
|
)
|
|
$
|
263,179
|
|
|
|
Year Ending December 31:
|
|
|
||
2019
|
|
$
|
47,135
|
|
2020
|
|
44,980
|
|
|
2021
|
|
42,657
|
|
|
2022
|
|
39,129
|
|
|
2023
|
|
31,323
|
|
|
Thereafter
|
|
71,956
|
|
|
Total
|
|
$
|
277,180
|
|
6.
|
PER SHARE INFORMATION:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Amounts attributable to common stock:
|
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,725
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|||
Net income attributable to common stock
|
|
$
|
293,346
|
|
|
$
|
314,978
|
|
|
$
|
198,383
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding for basic earnings per share attributable to common stock
|
|
152,963
|
|
|
156,124
|
|
|
157,287
|
|
|||
Effect of dilutive unvested non-participating stock-based awards
|
|
1,263
|
|
|
1,031
|
|
|
1
|
|
|||
Weighted average shares outstanding for diluted earnings per share attributable to common stock
|
|
154,226
|
|
|
157,155
|
|
|
157,288
|
|
7.
|
DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
|
$
|
4,465
|
|
|
$
|
2,752
|
|
Charged to bad debt expense (recoveries of bad debt expense)
|
|
7,169
|
|
|
87
|
|
||
Deductions for uncollectible receivables written off (recoveries of uncollectible receivables)
|
|
(5,795
|
)
|
|
1,626
|
|
||
Balance at end of year
|
|
$
|
5,839
|
|
|
$
|
4,465
|
|
|
Estimated Useful
|
|
December 31,
|
||||||
|
Lives in Years
|
|
2018
|
|
2017
|
||||
Land
|
N/A
|
|
$
|
61,305
|
|
|
$
|
48,832
|
|
Buildings and leasehold improvements
|
5-30
|
|
208,974
|
|
|
155,628
|
|
||
Operating equipment and vehicles
|
1-25
|
|
1,865,917
|
|
|
1,834,715
|
|
||
Office equipment, furniture and fixtures and information technology systems
|
3-10
|
|
212,769
|
|
|
170,115
|
|
||
Construction work in progress
|
N/A
|
|
19,507
|
|
|
60,587
|
|
||
|
|
|
2,368,472
|
|
|
2,269,877
|
|
||
Less — Accumulated depreciation and amortization
|
|
|
(1,092,440
|
)
|
|
(981,275
|
)
|
||
Property and equipment, net
|
|
|
$
|
1,276,032
|
|
|
$
|
1,288,602
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Accounts payable, trade
|
|
$
|
786,546
|
|
|
$
|
632,931
|
|
Accrued compensation and related expenses
|
|
279,107
|
|
|
225,193
|
|
||
Accrued insurance, current portion
|
|
56,552
|
|
|
64,112
|
|
||
Deferred revenues, current portion
|
|
40,083
|
|
|
15,967
|
|
||
Income and franchise taxes payable
|
|
13,094
|
|
|
19,635
|
|
||
Other accrued expenses
|
|
139,138
|
|
|
99,622
|
|
||
|
|
$
|
1,314,520
|
|
|
$
|
1,057,460
|
|
8.
|
DEBT OBLIGATIONS:
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Borrowings under senior secured credit facility
|
$
|
1,070,299
|
|
|
$
|
668,427
|
|
Other long-term debt, interest rate of 2.4%
|
1,523
|
|
|
1,810
|
|
||
Capital leases, interest rates ranging from 2.5% to 3.8%
|
934
|
|
|
1,704
|
|
||
Total long-term debt obligations
|
1,072,756
|
|
|
671,941
|
|
||
Less — Current maturities of long-term debt
|
32,224
|
|
|
1,220
|
|
||
Total long-term debt obligations, net of current maturities
|
$
|
1,040,532
|
|
|
$
|
670,721
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Short-term debt
|
$
|
33,422
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
32,224
|
|
|
1,220
|
|
||
Current maturities of long-term debt and short-term debt
|
$
|
65,646
|
|
|
$
|
1,220
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Maximum amount outstanding under the credit facility
during the period
|
$
|
1,300,401
|
|
|
$
|
917,895
|
|
|
$
|
518,607
|
|
Average daily amount outstanding under the credit facility
|
$
|
914,012
|
|
|
$
|
613,130
|
|
|
$
|
458,908
|
|
Weighted-average interest rate
|
3.6
|
%
|
|
2.7
|
%
|
|
2.1
|
%
|
9.
|
INCOME TAXES:
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Domestic
|
$
|
318,635
|
|
|
$
|
291,031
|
|
|
$
|
349,959
|
|
Foreign
|
139,031
|
|
|
62,726
|
|
|
(42,273
|
)
|
|||
Total
|
$
|
457,666
|
|
|
$
|
353,757
|
|
|
$
|
307,686
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
50,306
|
|
|
$
|
44,695
|
|
|
$
|
106,316
|
|
State
|
26,170
|
|
|
301
|
|
|
11,549
|
|
|||
Foreign
|
23,209
|
|
|
22,666
|
|
|
5,076
|
|
|||
Total current tax provision
|
99,685
|
|
|
67,662
|
|
|
122,941
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
62,482
|
|
|
(36,915
|
)
|
|
(264
|
)
|
|||
State
|
(4,152
|
)
|
|
14,951
|
|
|
(923
|
)
|
|||
Foreign
|
3,644
|
|
|
(10,166
|
)
|
|
(14,508
|
)
|
|||
Total deferred tax provision (benefit)
|
61,974
|
|
|
(32,130
|
)
|
|
(15,695
|
)
|
|||
Total provision for income taxes from continuing operations
|
$
|
161,659
|
|
|
$
|
35,532
|
|
|
$
|
107,246
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Provision at the statutory rate
|
$
|
96,110
|
|
|
$
|
123,815
|
|
|
$
|
107,690
|
|
Increases (decreases) resulting from —
|
|
|
|
|
|
||||||
Tax Cuts and Jobs Act
|
(6,295
|
)
|
|
(70,129
|
)
|
|
—
|
|
|||
State taxes
|
18,504
|
|
|
17,920
|
|
|
6,479
|
|
|||
Foreign taxes
|
2,734
|
|
|
(16,958
|
)
|
|
1,860
|
|
|||
Contingency reserves, net
|
(2,619
|
)
|
|
3,651
|
|
|
(13,540
|
)
|
|||
Production activity deduction
|
—
|
|
|
(1,504
|
)
|
|
(8,586
|
)
|
|||
Employee per diems, meals and entertainment
|
11,949
|
|
|
13,605
|
|
|
8,764
|
|
|||
Taxes on unincorporated joint ventures
|
(578
|
)
|
|
(1,354
|
)
|
|
(656
|
)
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
1,909
|
|
|||
Entity restructuring and recapitalization efforts
|
(4,424
|
)
|
|
(26,668
|
)
|
|
—
|
|
|||
Equity compensation
|
(1,449
|
)
|
|
(5,095
|
)
|
|
—
|
|
|||
Valuation allowance - Foreign Tax Credits
|
43,507
|
|
|
—
|
|
|
—
|
|
|||
Other
|
4,220
|
|
|
(1,751
|
)
|
|
3,326
|
|
|||
Total provision for income taxes from continuing operations
|
$
|
161,659
|
|
|
$
|
35,532
|
|
|
$
|
107,246
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(178,090
|
)
|
|
$
|
(161,491
|
)
|
Goodwill
|
(60,305
|
)
|
|
(49,407
|
)
|
||
Other intangibles
|
(21,034
|
)
|
|
(26,676
|
)
|
||
Customer holdbacks
|
(44,173
|
)
|
|
(36,218
|
)
|
||
Other book/tax accounting method differences
|
(7,247
|
)
|
|
(17,967
|
)
|
||
Total deferred income tax liabilities
|
(310,849
|
)
|
|
(291,759
|
)
|
||
|
|
|
|
||||
Deferred income tax assets:
|
|
|
|
|
|
||
Accruals and reserves
|
28,594
|
|
|
21,419
|
|
||
Stock and incentive compensation
|
20,627
|
|
|
17,676
|
|
||
Net operating loss carryforwards
|
52,406
|
|
|
62,925
|
|
||
Tax credits
|
43,572
|
|
|
48,516
|
|
||
Deferred profit on investment in unconsolidated affiliates
|
16,021
|
|
|
2,813
|
|
||
Other
|
15,054
|
|
|
4,747
|
|
||
Subtotal
|
176,274
|
|
|
158,096
|
|
||
Valuation allowance
|
(67,601
|
)
|
|
(19,328
|
)
|
||
Total deferred income tax assets
|
108,673
|
|
|
138,768
|
|
||
Total net deferred income tax liabilities
|
$
|
(202,176
|
)
|
|
$
|
(152,991
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income taxes:
|
|
|
|
|
|
||
Assets
|
$
|
16,939
|
|
|
$
|
26,390
|
|
Liabilities
|
(219,115
|
)
|
|
(179,381
|
)
|
||
Total net deferred income tax liabilities
|
$
|
(202,176
|
)
|
|
$
|
(152,991
|
)
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
36,229
|
|
|
$
|
35,240
|
|
|
$
|
54,541
|
|
Additions based on tax positions related to the current year
|
6,231
|
|
|
7,040
|
|
|
4,227
|
|
|||
Additions for tax positions of prior years
|
9,377
|
|
|
3,372
|
|
|
2,048
|
|
|||
Reductions for tax positions of prior years
|
(2,870
|
)
|
|
(1,171
|
)
|
|
(1,948
|
)
|
|||
Reductions for audit settlements
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||
Reductions resulting from a lapse of the applicable statute
of limitations periods
|
(7,857
|
)
|
|
(8,252
|
)
|
|
(23,448
|
)
|
|||
Balance at end of year
|
$
|
41,110
|
|
|
$
|
36,229
|
|
|
$
|
35,240
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits
|
$
|
41,110
|
|
|
$
|
36,229
|
|
|
$
|
35,240
|
|
Portion that, if recognized, would reduce tax expense and
effective tax rate
|
40,977
|
|
|
35,561
|
|
|
33,128
|
|
|||
Accrued interest on unrecognized tax benefits
|
5,459
|
|
|
5,368
|
|
|
5,539
|
|
|||
Accrued penalties on unrecognized tax benefits
|
631
|
|
|
631
|
|
|
650
|
|
|||
Reasonably possible reduction to the balance of unrecognized
tax benefits in succeeding 12 months
|
$0 to $9,541
|
|
|
$0 to $13,655
|
|
|
$0 to $12,332
|
|
|||
Portion that, if recognized, would reduce tax expense and
effective tax rate
|
$0 to $8,224
|
|
|
$0 to $12,483
|
|
|
$0 to $10,983
|
|
10.
|
EQUITY:
|
11.
|
EQUITY-BASED COMPENSATION:
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
(Per share)
|
|
Unvested at December 31, 2017
|
2,600
|
|
|
$30.42
|
Granted
|
1,625
|
|
|
$34.37
|
Vested
|
(1,370
|
)
|
|
$28.88
|
Forfeited
|
(221
|
)
|
|
$32.27
|
Unvested at December 31, 2018
|
2,634
|
|
|
$33.50
|
12.
|
EMPLOYEE BENEFIT PLANS:
|
|
|
Employee Identification Number/ Pension Plan Number
|
|
PPA Zone Status
|
|
Subject to Financial Improve- ment/ Reha- bilitation Plan
|
|
Contributions (in thousands)
|
Sur-charge Imposed
|
|
Expiration Date of Collective Bargaining Agreement
|
|||||||||||||
Fund
|
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
National Electrical Benefit Fund
|
|
53-0181657-001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
35,399
|
|
|
$
|
29,161
|
|
|
$
|
22,912
|
|
|
No
|
|
Varies through May 2022
|
Pipeline Industry Pension Fund
|
|
73-6146433-001
|
|
Green
|
|
Green
|
|
No
|
|
10,132
|
|
|
13,585
|
|
|
6,954
|
|
|
No
|
|
Varies through May 2020
|
|||
Central Pension Fund of the IUOE & Participating Employers
|
|
36-6052390-001
|
|
Green
|
|
Green
|
|
No
|
|
9,246
|
|
|
12,176
|
|
|
5,668
|
|
|
No
|
|
Varies through December 2020
|
|||
Laborers Pension Trust Fund for Northern California
|
|
94-6277608-001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
3,652
|
|
|
3,387
|
|
|
3,805
|
|
|
Yes
|
|
Varies through May 2020
|
|||
International Union of Operating Engineers Local 132 Pension Fund
|
|
55-6015364-001
|
|
Green
|
|
Green
|
|
No
|
|
3,367
|
|
|
222
|
|
|
42
|
|
|
No
|
|
May 2020
|
|||
Eighth District Electrical Pension Fund
|
|
84-6100393-001
|
|
Green
|
|
Green
|
|
No
|
|
3,332
|
|
|
3,208
|
|
|
3,089
|
|
|
No
|
|
Varies through December 2020
|
|||
West Virginia Laborers Pension Trust Fund
|
|
55-6026775-001
|
|
Green
|
|
Green
|
|
No
|
|
3,321
|
|
|
509
|
|
|
129
|
|
|
No
|
|
May 2020
|
|||
Teamsters National Pipe Line Pension Plan
|
|
46-1102851-001
|
|
Green
|
|
Green
|
|
No
|
|
3,318
|
|
|
3,602
|
|
|
1,661
|
|
|
No
|
|
Varies through December 2020
|
|||
Plumbers and Pipefitters National Pension Fund
|
|
52-6152779-001
|
|
Yellow
|
|
Yellow
|
|
No
|
|
2,734
|
|
|
1,273
|
|
|
1,666
|
|
|
No
|
|
Varies through March 2021
|
|||
Locals 302 & 612 of the IUOE-Employers Construction Industry Retirement Plan
|
|
91-6028571-001
|
|
Green
|
|
Green
|
|
No
|
|
2,620
|
|
|
2,194
|
|
|
2,269
|
|
|
No
|
|
May 2021
|
|||
Operating Engineers Local 324 Pension Fund
|
|
38-1900637-001
|
|
Red
|
|
Red
|
|
Yes
|
|
2,310
|
|
|
1,969
|
|
|
1,291
|
|
|
Yes
|
|
Varies through December 2020
|
|||
Alaska Electrical Pension Plan
|
|
92-6005171-001
|
|
Green
|
|
Green
|
|
No
|
|
2,287
|
|
|
2,143
|
|
|
2,701
|
|
|
No
|
|
Varies through December 2019
|
|||
Laborers National Pension Fund
|
|
75-1280827-001
|
|
Red
|
|
Green
|
|
Yes
|
|
2,051
|
|
|
3,049
|
|
|
1,358
|
|
|
Yes
|
|
Varies through December 2020
|
|||
OE Pension Trust Fund
|
|
94-6090764-001
|
|
Red
|
|
Red
|
|
Yes
|
|
1,922
|
|
|
1,703
|
|
|
1,508
|
|
|
Yes
|
|
Varies through June 2020
|
|||
Employer-Teamsters Local Nos 175 & 505 Pension Trust Fund
|
|
55-6021850-001
|
|
Red
|
|
Red
|
|
Yes
|
|
1,209
|
|
|
50
|
|
|
—
|
|
|
Yes
|
|
May 2020
|
|||
Laborers District Council of W PA Pension Fund
|
|
25-6135576-001
|
|
Red
|
|
Red
|
|
Yes
|
|
1,029
|
|
|
418
|
|
|
876
|
|
|
Yes
|
|
May 2020
|
|||
Alaska Laborers - Employers Retirement Fund
|
|
91-6028298-001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
411
|
|
|
536
|
|
|
1,216
|
|
|
No
|
|
December 2018
|
|||
Alaska Teamster Employer Pension Plan
|
|
92-6003463-024
|
|
Red
|
|
Red
|
|
Yes
|
|
197
|
|
|
255
|
|
|
659
|
|
|
No
|
|
December 2018
|
|||
All other plans - U.S.
|
|
|
|
|
|
|
|
|
|
29,136
|
|
|
21,365
|
|
|
26,869
|
|
|
|
|
|
|||
All other plans - Canada (1)
|
|
|
|
|
|
|
|
|
|
8,518
|
|
|
9,277
|
|
|
562
|
|
|
|
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
$
|
126,191
|
|
|
$
|
110,082
|
|
|
$
|
85,235
|
|
|
|
|
|
(1)
|
Multiemployer defined benefit pension plans in Canada are not subject to the reporting requirements under the PPA. Accordingly, certain information was not publicly available.
|
Pension Fund
|
|
Plan Years in which Quanta Contributions Were Five Percent or More of Total Plan Contributions
|
Pipeline Industry Pension Fund
|
|
2017 and 2016
|
Eighth District Electrical Pension Fund
|
|
2017 and 2016
|
Teamsters National Pipe Line Pension Plan
|
|
2017 and 2016
|
Local 697 IBEW and Electrical Industry Pension Fund
|
|
2017 and 2016
|
IBEW Local 456 Pension Plan
|
|
2017 and 2016
|
National Electrical Benefit Fund
|
|
2017
|
Local Union 400 IBEW Pension Plan
|
|
2017
|
IBEW 648 Pension Plan
|
|
2017
|
Laborers Local 57 Industrial Pension Plan
|
|
2017
|
Local Union No. 9 IBEW and Outside Contractors Pension Fund
|
|
2016
|
Alaska Plumbing and Pipefitting Industry Pension Fund
|
|
2016
|
Alaska Electrical Pension Plan
|
|
2016
|
Michigan Electrical Employees’ Pension Plan
|
|
2016
|
13.
|
RELATED PARTY TRANSACTIONS:
|
14.
|
COMMITMENTS AND CONTINGENCIES:
|
Year Ending December 31:
|
|
|
|
2019
|
$
|
124,530
|
|
2020
|
81,189
|
|
|
2021
|
55,827
|
|
|
2022
|
34,337
|
|
|
2023
|
21,450
|
|
|
Thereafter
|
37,217
|
|
|
Total minimum lease payments
|
$
|
354,550
|
|
15.
|
SEGMENT INFORMATION:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
6,415,562
|
|
|
$
|
5,599,836
|
|
|
$
|
4,850,495
|
|
Pipeline and Industrial Infrastructure Services
|
|
4,755,861
|
|
|
3,866,642
|
|
|
2,800,824
|
|
|||
Consolidated
|
|
$
|
11,171,423
|
|
|
$
|
9,466,478
|
|
|
$
|
7,651,319
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
628,286
|
|
|
$
|
518,130
|
|
|
$
|
395,745
|
|
Pipeline and Industrial Infrastructure Services
|
|
204,178
|
|
|
184,083
|
|
|
149,502
|
|
|||
Corporate and non-allocated costs
|
|
(292,195
|
)
|
|
(323,364
|
)
|
|
(224,434
|
)
|
|||
Consolidated
|
|
$
|
540,269
|
|
|
$
|
378,849
|
|
|
$
|
320,813
|
|
Depreciation:
|
|
|
|
|
|
|
|
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
96,300
|
|
|
$
|
91,708
|
|
|
$
|
91,269
|
|
Pipeline and Industrial Infrastructure Services
|
|
89,046
|
|
|
76,355
|
|
|
67,374
|
|
|||
Corporate and non-allocated costs
|
|
17,173
|
|
|
15,745
|
|
|
11,597
|
|
|||
Consolidated
|
|
$
|
202,519
|
|
|
$
|
183,808
|
|
|
$
|
170,240
|
|
16.
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Accounts and notes receivable
|
|
$
|
(475,919
|
)
|
|
$
|
(425,313
|
)
|
|
$
|
144,877
|
|
Contract assets
|
|
(92,838
|
)
|
|
15,999
|
|
|
(152,702
|
)
|
|||
Inventories
|
|
(28,131
|
)
|
|
14,110
|
|
|
(9,905
|
)
|
|||
Prepaid expenses and other current assets
|
|
(40,187
|
)
|
|
(32,079
|
)
|
|
25,133
|
|
|||
Accounts payable and accrued expenses and other non-current liabilities
|
|
247,897
|
|
|
28,547
|
|
|
81,246
|
|
|||
Contract liabilities
|
|
(23
|
)
|
|
139,114
|
|
|
(124,680
|
)
|
|||
Other, net
|
|
(11,332
|
)
|
|
17,858
|
|
|
(12,635
|
)
|
|||
Net change in operating assets and liabilities, net of non-cash transactions
|
|
$
|
(400,533
|
)
|
|
$
|
(241,764
|
)
|
|
$
|
(48,666
|
)
|
|
|
December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Cash and cash equivalents
|
|
78,687
|
|
|
138,285
|
|
|
$
|
112,183
|
|
|
$
|
128,771
|
|
||
Restricted cash included in “Prepaid expenses and other current assets”
|
|
3,286
|
|
|
5,106
|
|
|
1,709
|
|
|
—
|
|
||||
Restricted cash included in “Other assets, net”
|
|
1,283
|
|
|
384
|
|
|
518
|
|
|
—
|
|
||||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
83,256
|
|
|
$
|
143,775
|
|
|
$
|
114,410
|
|
|
$
|
128,771
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash (paid) received during the period for -
|
|
|
|
|
|
|
||||||
Interest paid related to continuing operations
|
|
$
|
(34,935
|
)
|
|
$
|
(19,373
|
)
|
|
$
|
(12,828
|
)
|
Income taxes paid related to continuing operations
|
|
$
|
(112,895
|
)
|
|
$
|
(112,335
|
)
|
|
$
|
(121,662
|
)
|
Income taxes paid related to discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,260
|
)
|
Income tax refunds related to continuing operations
|
|
$
|
5,209
|
|
|
$
|
9,845
|
|
|
$
|
7,548
|
|
17.
|
QUARTERLY FINANCIAL DATA (UNAUDITED):
|
|
|
For the Three Months Ended
|
||||||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
2,417,576
|
|
|
$
|
2,656,348
|
|
|
$
|
2,985,281
|
|
|
$
|
3,112,218
|
|
Gross profit
|
|
301,048
|
|
|
333,371
|
|
|
425,830
|
|
|
419,715
|
|
||||
Net income
|
|
38,611
|
|
|
74,706
|
|
|
124,899
|
|
|
57,791
|
|
||||
Net income from continuing operations attributable to common stock
|
|
37,614
|
|
|
74,365
|
|
|
124,551
|
|
|
56,816
|
|
||||
Basic earnings per share from continuing operations attributable to common stock
|
|
$
|
0.24
|
|
|
$
|
0.49
|
|
|
$
|
0.82
|
|
|
$
|
0.38
|
|
Diluted earnings per share from continuing operations attributable to common stock
|
|
$
|
0.24
|
|
|
$
|
0.48
|
|
|
$
|
0.81
|
|
|
$
|
0.38
|
|
2017:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
2,178,170
|
|
|
$
|
2,200,374
|
|
|
$
|
2,609,307
|
|
|
$
|
2,478,627
|
|
Gross profit
|
|
266,188
|
|
|
302,165
|
|
|
350,631
|
|
|
322,876
|
|
||||
Net income
|
|
48,440
|
|
|
64,360
|
|
|
89,849
|
|
|
115,576
|
|
||||
Net income from continuing operations attributable to common stock
|
|
48,267
|
|
|
63,837
|
|
|
89,313
|
|
|
113,561
|
|
||||
Basic earnings per share from continuing operations attributable to common stock
|
|
$
|
0.31
|
|
|
$
|
0.41
|
|
|
$
|
0.57
|
|
|
$
|
0.72
|
|
Diluted earnings per share from continuing operations attributable to common stock
|
|
$
|
0.31
|
|
|
$
|
0.41
|
|
|
$
|
0.56
|
|
|
$
|
0.72
|
|
18.
|
SUBSEQUENT EVENTS:
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
ITEM 11.
|
Executive Compensation
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
ITEM 14.
|
Principal Accounting Fees and Services
|
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
|
||||
Exhibit
|
|
|
||
No.
|
|
Description
|
||
2.1
|
|
—
|
|
|
3.1
|
|
—
|
|
|
3.2
|
|
—
|
|
|
4.1
|
|
—
|
|
|
10.1*
|
|
—
|
|
|
10.2*
|
|
—
|
|
|
10.3*
|
|
—
|
|
|
10.4*
|
|
—
|
|
|
10.5*
|
|
—
|
|
|
10.6*
|
|
—
|
|
|
10.7*
|
|
—
|
|
|
10.8*
|
|
—
|
|
|
10.9*
|
|
—
|
|
|
10.10*
|
|
—
|
|
|
10.11*
|
|
—
|
|
|
10.12*
|
|
—
|
|
|
||||
Exhibit
|
|
|
||
No.
|
|
Description
|
||
10.13*
|
|
—
|
|
|
10.14*
|
|
—
|
|
|
10.15*
|
|
|
||
10.16*
|
|
|
||
10.17*
|
|
—
|
|
|
10.18*
|
|
|
||
10.19*
|
|
—
|
|
|
10.20*
|
|
—
|
|
|
10.21*
|
|
—
|
|
|
10.22*
|
|
—
|
|
|
10.23*
|
|
—
|
|
|
10.24
|
|
—
|
|
|
10.25
|
|
—
|
|
|
10.26
|
|
—
|
|
|
|
||||
Exhibit
|
|
|
||
No.
|
|
Description
|
||
10.27
|
|
—
|
|
|
10.28
|
|
—
|
|
|
10.29
|
|
—
|
|
|
10.30
|
|
—
|
|
|
10.31
|
|
—
|
|
|
10.32
|
|
—
|
|
|
10.33
|
|
—
|
|
|
10.34
|
|
—
|
|
|
10.35
|
|
—
|
|
|
10.36
|
|
—
|
|
|
||||
Exhibit
|
|
|
||
No.
|
|
Description
|
||
10.37
|
|
—
|
|
|
10.38
|
|
—
|
|
|
10.39
|
|
—
|
|
|
10.40
|
|
—
|
|
|
10.41
|
|
—
|
|
|
10.42
|
|
—
|
|
|
21.1ˆ
|
|
—
|
|
|
23.1ˆ
|
|
—
|
|
|
31.1ˆ
|
|
—
|
|
|
31.2ˆ
|
|
—
|
|
|
32.1†
|
|
—
|
|
|
101.INSˆ
|
|
—
|
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tabs are embedded within the Inline XBRL 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
|
|
||||
Exhibit
|
|
|
||
No.
|
|
Description
|
||
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
|
|
QUANTA SERVICES, INC.
|
|
|
By:
|
/s/ EARL C. AUSTIN, JR.
|
|
|
Earl C. Austin, Jr.
President, Chief Executive Officer and Chief Operating Officer
|
Signature
|
|
Title
|
|
|
|
/s/ EARL C. AUSTIN, JR.
|
|
President, Chief Executive Officer, Chief Operating Officer and Director
|
Earl C. Austin, Jr.
|
|
(Principal Executive Officer)
|
|
|
|
/s/ DERRICK A. JENSEN
|
|
Chief Financial Officer
|
Derrick A. Jensen
|
|
(Principal Financial Officer)
|
|
|
|
/s/ JERRY K. LEMON
|
|
Chief Accounting Officer
|
Jerry K. Lemon
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ DOYLE N. BENEBY
|
|
Director
|
Doyle N. Beneby
|
|
|
|
|
|
/s/ J. MICHAL CONAWAY
|
|
Director
|
J. Michal Conaway
|
|
|
|
|
|
/s/ VINCENT D. FOSTER
|
|
Director
|
Vincent D. Foster
|
|
|
|
|
|
/s/ BERNARD FRIED
|
|
Director
|
Bernard Fried
|
|
|
|
|
|
/s/ WORTHING F. JACKMAN
|
|
Director
|
Worthing F. Jackman
|
|
|
|
|
|
/s/ DAVID M. McCLANAHAN
|
|
Chairman of the Board of Directors
|
David M. McClanahan
|
|
|
|
|
|
/s/ MARGARET B. SHANNON
|
|
Director
|
Margaret B. Shannon
|
|
|
|
|
|
/s/ PAT WOOD, III
|
|
Director
|
Pat Wood, III
|
|
|
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
G-Vac
|
Quebec
|
Advanced Electric Systems, LLC
Advanced Utility Testing & Maintenance, LLC
Utility Testing & Maintenance, LLC
|
Delaware
|
Allteck Line Contractors, Inc
|
British Columbia
|
Apprenticeship Programs, Inc.
|
Idaho
|
Arcanum Chemicals, LLC
Arcanum
Raven (Infrastructure) Holding Company, 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.
|
British Columbia
|
Brent Woodward, Inc.
|
Oregon
|
Brink Constructors, Inc.
Brink Constructors, Inc. A Corporation Of South Dakota
|
South Dakota
|
Canadian Utility Construction Corp.
|
Canada
|
CAN-FER Utility Services, LLC
|
Delaware
|
Cat-Spec, Ltd.
Cat Spec, Ltd.
CAT SPEC, LTD
Cat Spec, Ltd. L.P.
CAT-Spec Limited Partnership
|
Texas
|
Citadel Industrial Services, Ltd.
Citadel Industrial Services, L.P.
Citadel Industrial Services, Ltd. Limited Partnership
Citadel Industrial Services, Ltd., L.P.
|
Texas
|
Clear Power Alaska Joint Venture, 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
|
Delaware
|
Subsidiary
|
Jurisdiction of Formation
|
Dashiell Corporation
Dacon Corporation
Dashiell (DE) Corporation
Dashiell Corporation DBA Dashiell (DE) Corporation
|
Delaware
|
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
|
Dorado Specialty Services, Ltd.
Dorado Specialty Services, L.P.
Dorado Specialty Services, Ltd. Limited Partnership
|
Texas
|
EHV Power ULC
EHV Power ULC Corp.
|
British Columbia
|
Elite Fabrication, Ltd.
Elite Fabrication, LP
|
Texas
|
Elite Piping & Civil, Ltd.
Elite Piping & Civil Limited Partnership
Elite Piping & Civil Ltd, L.P.
Elite Piping & Civil, L.P.
|
Texas
|
Elite Turnaround Specialists, Ltd.
Elite Turnaround Specialists Limited Partnership
Elite Turnaround Specialists Ltd. L.P.
ELITE TURNAROUND SPECIALIST, LTD
Elite Turnaround Specialists, Ltd. Limited Partnership
|
Texas
|
Energy Consulting Group, LLC
|
Delaware
|
Enscope Pty Ltd
|
Perth, Western Australia
|
FIC GP, LLC
|
Delaware
|
Field Personnel Services, LLC
|
Delaware
|
First Infrastructure Capital Advisors, LLC
|
Delaware
|
First Infrastructure Capital GP, L.P.
|
Delaware
|
Five Points Construction Co.
|
Texas
|
Grid Creative, Inc.
|
Idaho
|
Grid Manufacturing Corporation
|
Idaho
|
Grid Training Corporation
Northwest Lineman College
|
Idaho
|
H.L. Chapman Pipeline Construction, Inc.
|
Delaware
|
Hargrave Power, Inc.
Hargrave Power, Inc.
|
Delaware
|
Haverfield International Incorporated
|
Delaware
|
Heritage Midstream, LLC
|
Delaware
|
Infraestructura ETP de Mexico, S. de R.L. de C.V
|
Mexico
|
InfraSource Construction, LLC
Infrasource Iowa Underground, LLC
InfraSources Construction, LLC
IUC ILLINOIS, LLC
QS Mats
Trans Tech Electric
|
Delaware
|
InfraSource Field Services, LLC
|
Delaware
|
InfraSource Installation, LLC
|
Delaware
|
InfraSource Services, LLC
|
Delaware
|
Integracion Tecnologica del Perú, SAC
|
Perú
|
Subsidiary
|
Jurisdiction of Formation
|
Intermountain Electric, Inc.
Grand Electric
IM Electric, Inc.
Ime - Intermountain Electric, Inc.
Intermountain Electric, Inc., which will do business
in California as: Colorado IM Electric
Intermountain Electric, Inc. A Corporation of Colorado
|
Colorado
|
IonEarth, LLC
|
Michigan
|
Irby Construction Company
Irby Construction Company, Inc.
|
Mississippi
|
Island Mechanical Corporation
|
Hawaii
|
J.C.R. Construction Co., Inc.
J.C.R. Utility Construction Co.
|
New Hampshire
|
J.W. Didado Electric, LLC
|
Delaware
|
JBT Electric, LLC
|
Texas
|
JET Tank Service, LLC
Quanta Tank Services
|
Oklahoma
|
Lazy Q Ranch, LLC
(De) Lazy Q Ranch, LLC
DE Lazy Q Ranch, LLC
|
Delaware
|
Lazy Q Training Center, LLC
The 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 M.J. Electric, LLC
M.J. Electric, LLC - Iron Mountain
M.J. Electric, LLC DBA M. J. Electric Iron Mountain, LLC
M. J. ELECTRIC, LLC IRON MOUNTAIN
M.J. Electric, LLC Iron Mountain
|
Delaware
|
Mears Canada Corp.
|
Nova Scotia
|
Mears Equipment Services, LLC
Infrasource of Pa, LLC
QPS Global Services
|
Delaware
|
Mears Group Pty Ltd
|
Victoria, Australia
|
Mears Group, Inc.
De Mears Group
De Mears Group, Inc.
Enscope
Ranger Directional
|
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
|
Microline Technology Corporation
|
Michigan
|
MJE LEE Joint Venture Agreement
|
Delaware
|
MJE/ B&B Joint Venture Agreement
|
Michigan
|
MJE/PDE Joint Venture
|
Delaware
|
MTS Quanta, LLC
Mercer Technical Services
MTS Field Services
MTS Field Services (Richmond Co)
|
Texas
|
MTS Quanta, LLC
|
TX
|
N.J. Construction Pty Ltd
|
Australia
|
Subsidiary
|
Jurisdiction of Formation
|
Quanta Capital GP, LLC
|
Delaware
|
Quanta Capital LP, L.P.
|
Delaware
|
Quanta Capital Solutions, Inc.
|
Delaware
|
Quanta Cares
|
Texas
|
Quanta Electric Power Construction, LLC
|
Delaware
|
Quanta Electric Power Services, LLC
|
Delaware
|
Quanta Energized Innovations Ltd.
|
British Columbia
|
Quanta Energized Services of Canada Ltd.
|
British Columbia
|
Quanta Energized Services U.S., LLC
|
Delaware
|
Quanta Energy Services, LLC
|
Delaware
|
Quanta Equipment Company, LLC
|
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 Insurance Company, Inc.
|
Texas
|
Quanta International Holdings II, Ltd.
|
British Virgin Islands
|
Quanta International Holdings III, Ltd.
|
British Virgin Islands
|
Quanta International Holdings, Ltd.
|
British Virgin Islands
|
Quanta International Limited
|
British Virgin Islands
|
Quanta Kingsvale LP Ltd.
|
British Columbia
|
Quanta Marine Services, LLC
|
Delaware
|
Quanta Middle East, LLC
|
Qatar
|
Quanta Pipeline Services, Inc.
QPS Flint Construction
QPS Flint Tank Services
QPS Professional Services
Quanta Environmental Solutions
Quanta EPC Services
Quanta Tank Services
|
Delaware
|
Quanta Power Australia Pty Ltd
|
Australia
|
Quanta Power Generation, Inc.
|
Delaware
|
Quanta Power Solutions India Private Limited
|
New Delhi, India
|
Quanta Services Africa (PTY) Ltd.
|
South Africa
|
Quanta Services Australia Pty Ltd.
|
Victoria, Australia
|
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 International Holdings LP
|
Alberta
|
Quanta Services Management Partnership, L.P.
Quanta Services Management Partnership LP
|
Texas
|
Quanta Services Netherlands B.V.
|
Netherlands
|
Quanta Services of Canada Ltd.
|
British Columbia
|
Quanta Services Panamá, S. de R.L.
|
Panama
|
Quanta Services Perú S.A.C.
|
Perú
|
Quanta Services Puerto Rico, LLC
|
Puerto Rico
|
Quanta Subsurface Canada, Ltd.
|
British Columbia
|
Quanta Subsurface, LLC
|
Delaware
|
Quanta Technology Canada ULC
|
British Columbia
|
Quanta Technology UK Ltd.
|
United Kingdom
|
Subsidiary
|
Jurisdiction of Formation
|
Quanta Technology, LLC
Delaware Quanta Technology, LLC
|
Delaware
|
Quanta Tecnologia do Brasil Ltda.
|
Brazil
|
Quanta Telecommunication Services, LLC
Quanta Telecom
Quanta Telecom Services
Quanta Telecommunication Services
Quanta Telecommunications Services, LLC
Utility Line Management Services, Inc.
|
Delaware
|
Quanta Utility Engineering Services, Inc.
|
Missouri
|
Quanta Utility Installation Company, Inc.
|
Delaware
|
Quantecua Cia. Ltda.
|
Ecuador
|
Realtime Engineers, Inc.
|
Delaware
|
Realtime Utility Engineers, Inc.
Infrasource Engineering Company, PC
|
Wisconsin
|
Redes Andinas de Comunicaciones S.R.L.
|
Perú
|
RMS Holdings, LLC
RMS Holdings, LLC (Delaware)
RMS Welding Systems
Rms Welding Systems LLC
RMS Welding Systems, LLC
RMS Welding Systems, LLC (RMS Holdings, LLC)
Rms Welding, LLC
|
Delaware
|
Road Bore Corporation
|
Hawaii
|
Service Electric Company
P.D.G. Electric
Service EC (DE), Inc.
Service Electric Company (DE)
Service Electric Company of Delaware
Service Electric Company, Inc.
|
Delaware
|
Servicios de Infraestructura del Perú S.A.C.
|
Perú
|
Servicios Par Electric, S. de R.L. de C.V.
|
Mexico
|
Southwest Trenching Company, Inc.
|
Texas
|
Specialty Tank Services, Ltd.
Specialty Tank Services Limited Partnership
Specialty Tank Services, L.P.
Specialty Tank Services, Limited Partnership
Specialty Tank Services, LP
Specialty Tank Services, Ltd. (LP)
Specialty Tank Services, Ltd. Limited Partnership
Specialty Tank Services, Ltd. LP
|
Texas
|
Stronghold General, LLC
|
Texas
|
Stronghold Inspection, Ltd.
Stronghold Inspection, L.P.
Stronghold Inspection, Limited Partnership
Stronghold Inspection, Ltd. Limited Partnership
Stronghold Inspection, Ltd., L.P.
|
Texas
|
Stronghold Specialty General, LLC
|
Texas
|
Stronghold Specialty, Ltd.
|
Texas
|
Stronghold Tower Group, Ltd.
|
Texas
|
Stronghold VI, LLC
|
British Virgin Islands
|
Stronghold, Ltd.
Stronghold, Limited Partnership
Stronghold Ltd. Limited Partnership
|
Texas
|
Subterra Damage Prevention Specialists Ltd.
|
Canada
|
Summit Line Construction, Inc.
Summit Line Construction
|
Utah
|
Sumter Utilities, Inc.
|
Delaware
|
Subsidiary
|
Jurisdiction of Formation
|
T. G. Mercer Consulting Services, Inc.
|
Texas
|
TC Infrastructure Services Ltd.
|
British Columbia
|
The Aspen Utility Company, LLC
|
Texas
|
The ComTran Group, Inc.
|
Georgia
|
The Ryan Company, Inc.
Ryan Company, Inc. of Massachusetts
Ryan Company, Inc.(The)
Ryan Company, Inc., The
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
The Ryan Company of Massachusetts (FN)
The Ryan Company of Massachusetts, Inc.
The Ryan Company, Inc. (Massachusetts)
The Ryan Company, Inc. of Massachusetts
The Ryan Company, Incorporated Electrical Contractors
|
Massachusetts
|
Tom Allen Construction Company
TA Construction
Tom Allen Construction Company Inc.
Tom Allen Construction Company of Delaware
|
Delaware
|
TurnKey Automation, Ltd.
TurnKey Automation Limited Partnership
Turnkey Automation, Ltd. L.P.
TurnKey Automation, Ltd. Limited Partnership
|
Texas
|
Underground Construction Co., Inc.
Delaware Underground Construction Co.
Ucc - Underground Construction Co.
UCC Underground Construction Co., Inc.
Underground Construction Co., Inc. (Delaware)
|
Delaware
|
Underground Electric Construction Company, LLC
|
Delaware
|
Utility Training Services Corporation
|
Idaho
|
Valard Construction (Ontario) Ltd.
|
Ontario
|
Valard Construction (Quebec) Inc.
|
Quebec
|
Valard Construction 2008 Ltd.
Valard Construction LP
|
Alberta
|
Valard Construction LP
|
Alberta
|
Valard Equipment (AB) Ltd.
|
British Columbia
|
Valard Equipment GP Ltd.
|
Alberta
|
Valard Equipment Limited Partnership
|
Alberta
|
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 Polska sp. z o.o.
|
Poland
|
Valard Sweden AB
|
Sweden
|
Valard Zagreb d. o. o.
|
Croatia
|
Winco, Inc.
Winco Powerline Services
Winco Powerline Services Inc.
Winco Powerline Services, Inc.
Winco, Inc. an Oregon Based Corporation
Winco, Inc. D/B/A Winco Powerline Services
Winco, Inc. DBA Winco Services Inc.
Winco, Inc. which will do business in California as: Winco
Helicopters
|
Oregon
|
Date:
|
February 28, 2019
|
By:
|
/s/ EARL C. AUSTIN, JR.
|
|
|
|
|
|
Earl C. Austin, Jr.
|
|
|
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
Date:
|
February 28, 2019
|
By:
|
/s/ DERRICK A. JENSEN
|
|
|
|
|
|
Derrick A. Jensen
|
|
|
|
|
|
Chief Financial Officer
|
|
Dated:
|
February 28, 2019
|
|
|
|
|
/s/ EARL C. AUSTIN, JR.
|
|
|
|
Earl C. Austin, Jr.
|
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
Dated:
|
February 28, 2019
|
|
|
|
|
/s/ DERRICK A. JENSEN
|
|
|
|
Derrick A. Jensen,
|
|
|
|
Chief Financial Officer
|
|