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(Mark One)
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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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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For the transition period from to .
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Commission file no.
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001-13831
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.00001 par value
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PWR
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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September 30,
2019 |
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December 31,
2018 |
||||
ASSETS
|
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|
||||
Current Assets:
|
|
|
|
|
|
|
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Cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
78,687
|
|
Accounts receivable, net of allowances of $7,683 and $5,839
|
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3,188,328
|
|
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2,354,737
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Contract assets
|
|
652,915
|
|
|
576,891
|
|
||
Inventories
|
|
67,039
|
|
|
107,732
|
|
||
Prepaid expenses and other current assets
|
|
313,601
|
|
|
208,057
|
|
||
Total current assets
|
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4,301,927
|
|
|
3,326,104
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|
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Property and equipment, net of accumulated depreciation of $1,203,887 and $1,092,440
|
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1,390,209
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1,276,032
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Operating lease right-of-use assets
|
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289,267
|
|
|
—
|
|
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Other assets, net
|
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449,218
|
|
|
293,592
|
|
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Other intangible assets, net of accumulated amortization of $414,153 and $372,081
|
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431,563
|
|
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280,180
|
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Goodwill
|
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2,002,909
|
|
|
1,899,879
|
|
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Total assets
|
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$
|
8,865,093
|
|
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$
|
7,075,787
|
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LIABILITIES AND EQUITY
|
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Current Liabilities:
|
|
|
|
|
|
|
||
Current maturities of long-term debt and short-term debt
|
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$
|
75,751
|
|
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$
|
65,646
|
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Current portion of operating lease liabilities
|
|
93,506
|
|
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—
|
|
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Accounts payable and accrued expenses
|
|
1,648,079
|
|
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1,314,520
|
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Contract liabilities
|
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540,187
|
|
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425,961
|
|
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Total current liabilities
|
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2,357,523
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|
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1,806,127
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Long-term debt, net of current maturities
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1,810,480
|
|
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1,040,532
|
|
||
Operating lease liabilities, net of current portion
|
|
197,896
|
|
|
—
|
|
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Deferred income taxes
|
|
279,858
|
|
|
219,115
|
|
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Insurance and other non-current liabilities
|
|
310,129
|
|
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404,560
|
|
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Total liabilities
|
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4,955,886
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3,470,334
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Commitments and Contingencies
|
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Equity:
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Common stock, $.00001 par value, 600,000,000 shares authorized, 159,347,049 and 157,333,046 shares issued, and 142,273,922 and 141,103,900 shares outstanding
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2
|
|
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2
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Exchangeable shares, no par value, 36,183 and 486,112 shares issued and outstanding
|
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—
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|
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—
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||
Series G Preferred Stock, $.00001 par value, 0 and 1 share authorized, issued and outstanding
|
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—
|
|
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—
|
|
||
Additional paid-in capital
|
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2,014,838
|
|
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1,967,354
|
|
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Retained earnings
|
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2,743,498
|
|
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2,477,291
|
|
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Accumulated other comprehensive loss
|
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(264,113
|
)
|
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(286,048
|
)
|
||
Treasury stock, 17,073,127 and 16,229,146 common shares
|
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(586,819
|
)
|
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(554,440
|
)
|
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Total stockholders’ equity
|
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3,907,406
|
|
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3,604,159
|
|
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Non-controlling interests
|
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1,801
|
|
|
1,294
|
|
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Total equity
|
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3,909,207
|
|
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3,605,453
|
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Total liabilities and equity
|
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$
|
8,865,093
|
|
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$
|
7,075,787
|
|
|
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Three Months Ended
|
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Nine Months Ended
|
||||||||||||
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September 30,
|
|
September 30,
|
||||||||||||
|
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2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
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$
|
3,352,895
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|
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$
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2,985,281
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$
|
8,999,353
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$
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8,059,205
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Cost of services (including depreciation)
|
|
2,879,450
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2,559,451
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|
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7,842,422
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6,998,956
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|
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Gross profit
|
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473,445
|
|
|
425,830
|
|
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1,156,931
|
|
|
1,060,249
|
|
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Selling, general and administrative expenses
|
|
245,010
|
|
|
224,040
|
|
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700,862
|
|
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645,566
|
|
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Amortization of intangible assets
|
|
15,264
|
|
|
10,623
|
|
|
40,544
|
|
|
31,535
|
|
||||
Change in fair value of contingent consideration liabilities
|
|
3,777
|
|
|
(1,394
|
)
|
|
8,064
|
|
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(7,673
|
)
|
||||
Operating income
|
|
209,394
|
|
|
192,561
|
|
|
407,461
|
|
|
390,821
|
|
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Interest expense
|
|
(18,369
|
)
|
|
(9,219
|
)
|
|
(48,066
|
)
|
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(25,175
|
)
|
||||
Interest income
|
|
186
|
|
|
322
|
|
|
762
|
|
|
1,128
|
|
||||
Other income (expense), net
|
|
717
|
|
|
(15,498
|
)
|
|
66,197
|
|
|
(37,899
|
)
|
||||
Income before income taxes
|
|
191,928
|
|
|
168,166
|
|
|
426,354
|
|
|
328,875
|
|
||||
Provision for income taxes
|
|
54,906
|
|
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43,267
|
|
|
139,838
|
|
|
90,659
|
|
||||
Net income
|
|
137,022
|
|
|
124,899
|
|
|
286,516
|
|
|
238,216
|
|
||||
Less: Net income attributable to non-controlling interests
|
|
954
|
|
|
348
|
|
|
2,616
|
|
|
1,686
|
|
||||
Net income attributable to common stock
|
|
$
|
136,068
|
|
|
$
|
124,551
|
|
|
$
|
283,900
|
|
|
$
|
236,530
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to common stock:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.93
|
|
|
$
|
0.82
|
|
|
$
|
1.95
|
|
|
$
|
1.54
|
|
Diluted
|
|
$
|
0.92
|
|
|
$
|
0.81
|
|
|
$
|
1.93
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
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|
||||||||
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
|
145,913
|
|
|
152,562
|
|
|
145,654
|
|
|
154,087
|
|
||||
Weighted average diluted shares outstanding
|
|
147,438
|
|
|
153,687
|
|
|
147,074
|
|
|
155,198
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
137,022
|
|
|
$
|
124,899
|
|
|
$
|
286,516
|
|
|
$
|
238,216
|
|
Other comprehensive income (loss), net of tax provision:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax of $0, $0, $0 and $0
|
|
(12,778
|
)
|
|
10,838
|
|
|
21,976
|
|
|
(34,299
|
)
|
||||
Other, net of tax of $17, $0, $28 and $0
|
|
(6
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
|
(12,784
|
)
|
|
10,838
|
|
|
21,935
|
|
|
(34,299
|
)
|
||||
Comprehensive income
|
|
124,238
|
|
|
135,737
|
|
|
308,451
|
|
|
203,917
|
|
||||
Less: Comprehensive income attributable to non-controlling interests
|
|
954
|
|
|
348
|
|
|
2,616
|
|
|
1,686
|
|
||||
Total comprehensive income attributable to common stock
|
|
$
|
123,284
|
|
|
$
|
135,389
|
|
|
$
|
305,835
|
|
|
$
|
202,231
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
137,022
|
|
|
$
|
124,899
|
|
|
$
|
286,516
|
|
|
$
|
238,216
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities—
|
|
|
|
|
|
|
|
|
|
|||||||
Depreciation
|
|
55,562
|
|
|
51,543
|
|
|
161,589
|
|
|
150,296
|
|
||||
Amortization of intangible assets
|
|
15,264
|
|
|
10,623
|
|
|
40,544
|
|
|
31,535
|
|
||||
Change in fair value of contingent consideration liabilities
|
|
3,777
|
|
|
(1,394
|
)
|
|
8,064
|
|
|
(7,673
|
)
|
||||
Equity in (earnings) losses of unconsolidated affiliates
|
|
(1,931
|
)
|
|
17,835
|
|
|
(64,078
|
)
|
|
42,976
|
|
||||
Amortization of debt issuance costs
|
|
466
|
|
|
287
|
|
|
1,282
|
|
|
863
|
|
||||
(Gain) loss on sale of property and equipment
|
|
(992
|
)
|
|
(340
|
)
|
|
(3,462
|
)
|
|
1,605
|
|
||||
Foreign currency (gain) loss
|
|
1,383
|
|
|
(168
|
)
|
|
2,603
|
|
|
(237
|
)
|
||||
Provision for doubtful accounts
|
|
773
|
|
|
2,151
|
|
|
4,012
|
|
|
3,135
|
|
||||
Deferred income tax provision (benefit)
|
|
4,167
|
|
|
(7,391
|
)
|
|
48,298
|
|
|
6,114
|
|
||||
Non-cash stock-based compensation
|
|
13,584
|
|
|
11,631
|
|
|
41,080
|
|
|
39,803
|
|
||||
Bargain purchase gain
|
|
—
|
|
|
—
|
|
|
(3,138
|
)
|
|
—
|
|
||||
Changes in operating assets and liabilities, net of non-cash transactions
|
|
(137,908
|
)
|
|
(170,572
|
)
|
|
(623,557
|
)
|
|
(285,016
|
)
|
||||
Net cash provided by (used in) operating activities
|
|
91,167
|
|
|
39,104
|
|
|
(100,247
|
)
|
|
221,617
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(66,244
|
)
|
|
(74,144
|
)
|
|
(207,645
|
)
|
|
(222,735
|
)
|
||||
Proceeds from sale of property and equipment
|
|
4,854
|
|
|
5,642
|
|
|
24,247
|
|
|
18,635
|
|
||||
Proceeds from insurance settlements related to property and equipment
|
|
490
|
|
|
145
|
|
|
501
|
|
|
510
|
|
||||
Cash paid for acquisitions, net of cash, cash equivalents and restricted cash acquired
|
|
(329,832
|
)
|
|
(48,683
|
)
|
|
(385,165
|
)
|
|
(94,917
|
)
|
||||
Investments in unconsolidated affiliates and other entities
|
|
(1,065
|
)
|
|
(19,391
|
)
|
|
(38,995
|
)
|
|
(20,960
|
)
|
||||
Cash received from investments in unconsolidated affiliates and other entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
784
|
|
||||
Cash paid for intangible assets
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(3,000
|
)
|
||||
Net cash used in investing activities
|
|
(391,797
|
)
|
|
(136,431
|
)
|
|
(607,124
|
)
|
|
(321,683
|
)
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Borrowings under credit facility
|
|
2,118,501
|
|
|
855,831
|
|
|
4,834,014
|
|
|
2,893,224
|
|
||||
Payments under credit facility
|
|
(1,789,924
|
)
|
|
(743,162
|
)
|
|
(4,038,762
|
)
|
|
(2,605,092
|
)
|
||||
Payments on other long-term debt
|
|
(1,356
|
)
|
|
(336
|
)
|
|
(1,839
|
)
|
|
(1,067
|
)
|
||||
Net repayments of short-term debt, net of borrowings
|
|
(11,171
|
)
|
|
7,124
|
|
|
(27,087
|
)
|
|
20,066
|
|
||||
Debt issuance and amendment costs
|
|
(2,036
|
)
|
|
—
|
|
|
(2,036
|
)
|
|
—
|
|
||||
Distributions to non-controlling interests
|
|
(489
|
)
|
|
(1,275
|
)
|
|
(2,109
|
)
|
|
(2,942
|
)
|
||||
Payments related to tax withholding for stock-based compensation
|
|
(611
|
)
|
|
(464
|
)
|
|
(15,955
|
)
|
|
(14,668
|
)
|
||||
Payments of dividends
|
|
(5,803
|
)
|
|
—
|
|
|
(17,385
|
)
|
|
—
|
|
||||
Repurchase of common stock
|
|
—
|
|
|
(26,755
|
)
|
|
(20,092
|
)
|
|
(216,661
|
)
|
||||
Net cash provided by financing activities
|
|
307,111
|
|
|
90,963
|
|
|
708,749
|
|
|
72,860
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
|
(87
|
)
|
|
(199
|
)
|
|
(123
|
)
|
|
1,605
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
6,394
|
|
|
(6,563
|
)
|
|
1,255
|
|
|
(25,601
|
)
|
||||
Cash, cash equivalents and restricted cash, beginning of period
|
|
78,117
|
|
|
124,737
|
|
|
83,256
|
|
|
143,775
|
|
||||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
84,511
|
|
|
$
|
118,174
|
|
|
$
|
84,511
|
|
|
$
|
118,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Exchangeable
|
|
Series G
|
|
Additional
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
Shares
|
|
Preferred Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
Non-controlling
|
|
Total
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Equity
|
|
Interests
|
|
Equity
|
|||||||||||||||||||||||
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
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,847
|
|
|
—
|
|
|
18,847
|
|
|
—
|
|
|
18,847
|
|
||||||||||
Stock-based compensation activity
|
903,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,151
|
|
|
—
|
|
|
—
|
|
|
(19,052
|
)
|
|
(1,901
|
)
|
|
—
|
|
|
(1,901
|
)
|
||||||||||
Exchange of exchangeable shares
|
449,929
|
|
|
—
|
|
|
(449,929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Common stock repurchases
|
(375,536
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,953
|
)
|
|
(11,953
|
)
|
|
—
|
|
|
(11,953
|
)
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,896
|
)
|
|
—
|
|
|
—
|
|
|
(5,896
|
)
|
|
—
|
|
|
(5,896
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
(528
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,488
|
|
|
—
|
|
|
—
|
|
|
120,488
|
|
|
547
|
|
|
121,035
|
|
||||||||||
Balance, March 31, 2019
|
142,081,375
|
|
|
2
|
|
|
36,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,984,505
|
|
|
2,591,883
|
|
|
(267,201
|
)
|
|
(585,445
|
)
|
|
3,723,744
|
|
|
1,313
|
|
|
3,725,057
|
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,872
|
|
|
—
|
|
|
15,872
|
|
|
—
|
|
|
15,872
|
|
||||||||||
Stock-based compensation activity
|
85,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,957
|
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
|
14,196
|
|
|
—
|
|
|
14,196
|
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,233
|
)
|
|
—
|
|
|
—
|
|
|
(6,233
|
)
|
|
—
|
|
|
(6,233
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,092
|
)
|
|
(1,092
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,344
|
|
|
—
|
|
|
—
|
|
|
27,344
|
|
|
1,115
|
|
|
28,459
|
|
||||||||||
Balance, June 30, 2019
|
142,166,965
|
|
|
2
|
|
|
36,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,999,462
|
|
|
2,612,994
|
|
|
(251,329
|
)
|
|
(586,206
|
)
|
|
3,774,923
|
|
|
1,336
|
|
|
3,776,259
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,784
|
)
|
|
—
|
|
|
(12,784
|
)
|
|
—
|
|
|
(12,784
|
)
|
||||||||||
Acquisitions
|
60,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,791
|
|
|
—
|
|
|
1,791
|
|
||||||||||
Stock-based compensation activity
|
46,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,585
|
|
|
—
|
|
|
—
|
|
|
(613
|
)
|
|
12,972
|
|
|
—
|
|
|
12,972
|
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,564
|
)
|
|
—
|
|
|
—
|
|
|
(5,564
|
)
|
|
—
|
|
|
(5,564
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|
(489
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,068
|
|
|
—
|
|
|
—
|
|
|
136,068
|
|
|
954
|
|
|
137,022
|
|
||||||||||
Balance, September 30, 2019
|
142,273,922
|
|
|
$
|
2
|
|
|
36,183
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,014,838
|
|
|
$
|
2,743,498
|
|
|
$
|
(264,113
|
)
|
|
$
|
(586,819
|
)
|
|
$
|
3,907,406
|
|
|
$
|
1,801
|
|
|
$
|
3,909,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Exchangeable
|
|
Series G
|
|
Additional
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
Shares
|
|
Preferred Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
Non-controlling
|
|
Total
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Equity
|
|
Interests
|
|
Equity
|
|||||||||||||||||||||||
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
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,757
|
)
|
|
—
|
|
|
—
|
|
|
(1,757
|
)
|
|
—
|
|
|
(1,757
|
)
|
||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,014
|
)
|
|
—
|
|
|
(25,014
|
)
|
|
—
|
|
|
(25,014
|
)
|
||||||||||
Acquisitions
|
379,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,549
|
|
|
—
|
|
|
13,549
|
|
||||||||||
Stock-based compensation activity
|
847,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,992
|
|
|
—
|
|
|
—
|
|
|
(16,690
|
)
|
|
1,302
|
|
|
—
|
|
|
1,302
|
|
||||||||||
Common stock repurchases
|
(4,969,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173,913
|
)
|
|
(173,913
|
)
|
|
—
|
|
|
(173,913
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(980
|
)
|
|
(980
|
)
|
||||||||||
Buyout of a non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
(462
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,614
|
|
|
—
|
|
|
—
|
|
|
37,614
|
|
|
997
|
|
|
38,611
|
|
||||||||||
Balance, March 31, 2018
|
149,600,337
|
|
|
2
|
|
|
486,112
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,920,897
|
|
|
2,226,916
|
|
|
(228,409
|
)
|
|
(276,054
|
)
|
|
3,643,352
|
|
|
3,613
|
|
|
3,646,965
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,123
|
)
|
|
—
|
|
|
(20,123
|
)
|
|
—
|
|
|
(20,123
|
)
|
||||||||||
Stock-based compensation activity
|
82,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,929
|
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
|
13,059
|
|
|
—
|
|
|
13,059
|
|
||||||||||
Common stock repurchases
|
(594,671
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,993
|
)
|
|
(19,993
|
)
|
|
—
|
|
|
(19,993
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
(687
|
)
|
||||||||||
Buyout of a non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
(462
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,365
|
|
|
—
|
|
|
—
|
|
|
74,365
|
|
|
341
|
|
|
74,706
|
|
||||||||||
Balance, June 30, 2018
|
149,088,134
|
|
|
2
|
|
|
486,112
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,934,826
|
|
|
2,301,281
|
|
|
(248,532
|
)
|
|
(296,917
|
)
|
|
3,690,660
|
|
|
2,805
|
|
|
3,693,465
|
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,838
|
|
|
—
|
|
|
10,838
|
|
|
—
|
|
|
10,838
|
|
||||||||||
Acquisitions
|
299,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,333
|
|
|
—
|
|
|
9,333
|
|
||||||||||
Stock-based compensation activity
|
33,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,642
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
11,187
|
|
|
—
|
|
|
11,187
|
|
||||||||||
Common stock repurchases
|
(700,628
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,751
|
)
|
|
(23,751
|
)
|
|
—
|
|
|
(23,751
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|
(1,275
|
)
|
||||||||||
Buyout of a non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
(462
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,551
|
|
|
—
|
|
|
—
|
|
|
124,551
|
|
|
348
|
|
|
124,899
|
|
||||||||||
Balance, September 30, 2018
|
148,720,481
|
|
|
$
|
2
|
|
|
486,112
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,955,801
|
|
|
$
|
2,425,832
|
|
|
$
|
(237,694
|
)
|
|
$
|
(321,123
|
)
|
|
$
|
3,822,818
|
|
|
$
|
1,416
|
|
|
$
|
3,824,234
|
|
1.
|
BUSINESS AND ORGANIZATION:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
By primary geographic location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
|
$
|
2,872,923
|
|
|
85.7
|
%
|
|
$
|
2,317,643
|
|
|
77.7
|
%
|
|
$
|
7,635,462
|
|
|
84.9
|
%
|
|
$
|
6,223,507
|
|
|
77.2
|
%
|
Canada
|
|
342,016
|
|
|
10.2
|
%
|
|
522,618
|
|
|
17.5
|
%
|
|
1,029,667
|
|
|
11.4
|
%
|
|
1,376,149
|
|
|
17.1
|
%
|
||||
Australia
|
|
56,323
|
|
|
1.7
|
%
|
|
75,055
|
|
|
2.5
|
%
|
|
134,533
|
|
|
1.5
|
%
|
|
308,392
|
|
|
3.8
|
%
|
||||
Latin America and Other
|
|
81,633
|
|
|
2.4
|
%
|
|
69,965
|
|
|
2.3
|
%
|
|
199,691
|
|
|
2.2
|
%
|
|
151,157
|
|
|
1.9
|
%
|
||||
Total revenues
|
|
$
|
3,352,895
|
|
|
100.0
|
%
|
|
$
|
2,985,281
|
|
|
100.0
|
%
|
|
$
|
8,999,353
|
|
|
100.0
|
%
|
|
$
|
8,059,205
|
|
|
100.0
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
By contract type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unit-price contracts
|
|
$
|
1,241,851
|
|
|
37.1
|
%
|
|
$
|
1,082,858
|
|
|
36.3
|
%
|
|
$
|
3,157,545
|
|
|
35.1
|
%
|
|
$
|
2,714,441
|
|
|
33.7
|
%
|
Cost-plus contracts
|
|
872,735
|
|
|
26.0
|
%
|
|
$
|
662,757
|
|
|
22.2
|
%
|
|
$
|
2,934,225
|
|
|
32.6
|
%
|
|
$
|
1,847,018
|
|
|
22.9
|
%
|
|
Fixed price contracts
|
|
1,238,309
|
|
|
36.9
|
%
|
|
1,239,666
|
|
|
41.5
|
%
|
|
2,907,583
|
|
|
32.3
|
%
|
|
3,497,746
|
|
|
43.4
|
%
|
||||
Total revenues
|
|
$
|
3,352,895
|
|
|
100.0
|
%
|
|
$
|
2,985,281
|
|
|
100.0
|
%
|
|
$
|
8,999,353
|
|
|
100.0
|
%
|
|
$
|
8,059,205
|
|
|
100.0
|
%
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Contract assets
|
|
$
|
652,915
|
|
|
$
|
576,891
|
|
Contract liabilities
|
|
$
|
540,187
|
|
|
$
|
425,961
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents held in domestic bank accounts
|
|
$
|
55,581
|
|
|
$
|
62,495
|
|
Cash and cash equivalents held in foreign bank accounts
|
|
24,463
|
|
|
16,192
|
|
||
Total cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
78,687
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents held by domestic joint ventures
|
|
$
|
7,855
|
|
|
$
|
8,544
|
|
Cash and cash equivalents held by foreign joint ventures
|
|
142
|
|
|
441
|
|
||
Total cash and cash equivalents held by joint ventures
|
|
7,997
|
|
|
8,985
|
|
||
Cash and cash equivalents not held by joint ventures
|
|
72,047
|
|
|
69,702
|
|
||
Total cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
78,687
|
|
|
|
2019
|
|
2018
|
Discount rates
|
|
19% to 24%
|
|
20% to 27%
|
Customer attrition rates
|
|
5% to 37%
|
|
20% to 33%
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts payable and accrued expenses
|
|
$
|
70,982
|
|
|
$
|
—
|
|
Insurance and other non-current liabilities
|
|
8,438
|
|
|
70,756
|
|
||
Total contingent consideration liabilities
|
|
$
|
79,420
|
|
|
$
|
70,756
|
|
4.
|
ACQUISITIONS:
|
|
|
2019
|
|
2018
|
||||
Consideration:
|
|
|
|
|
||||
Cash paid or payable
|
|
$
|
395,019
|
|
|
$
|
108,307
|
|
Value of Quanta common stock issued
|
|
1,791
|
|
|
22,882
|
|
||
Contingent consideration
|
|
—
|
|
|
16,471
|
|
||
Fair value of total consideration transferred or estimated to be transferred
|
|
$
|
396,810
|
|
|
$
|
147,660
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
107,362
|
|
|
$
|
18,405
|
|
Contract assets
|
|
9,445
|
|
|
1,905
|
|
||
Other current assets
|
|
13,548
|
|
|
8,484
|
|
||
Property and equipment
|
|
60,133
|
|
|
23,674
|
|
||
Other assets
|
|
149
|
|
|
576
|
|
||
Identifiable intangible assets
|
|
190,785
|
|
|
52,364
|
|
||
Contract liabilities
|
|
(1,782
|
)
|
|
(175
|
)
|
||
Other current liabilities
|
|
(64,687
|
)
|
|
(11,205
|
)
|
||
Deferred tax liabilities, net
|
|
(7,002
|
)
|
|
(4,208
|
)
|
||
Other long-term liabilities
|
|
(5,345
|
)
|
|
—
|
|
||
Total identifiable net assets
|
|
302,606
|
|
|
89,820
|
|
||
Goodwill
|
|
97,343
|
|
|
57,840
|
|
||
Fair value of net assets acquired
|
|
399,949
|
|
|
147,660
|
|
||
Bargain purchase gain
|
|
(3,139
|
)
|
|
—
|
|
||
Fair value of total consideration transferred or estimated to be transferred
|
|
$
|
396,810
|
|
|
$
|
147,660
|
|
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period in Years
|
||
Customer relationships
|
|
$
|
168,263
|
|
|
7.9
|
Backlog
|
|
5,276
|
|
|
0.5
|
|
Trade names
|
|
11,752
|
|
|
15.0
|
|
Non-compete agreements
|
|
3,712
|
|
|
4.3
|
|
Curriculum
|
|
1,782
|
|
|
10.0
|
|
Total intangible assets subject to amortization related to the 2019 acquisitions
|
|
$
|
190,785
|
|
|
8.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
$
|
3,446,437
|
|
|
$
|
3,149,694
|
|
|
$
|
9,391,582
|
|
|
$
|
8,560,960
|
|
Gross profit
|
|
495,994
|
|
|
463,109
|
|
|
1,246,605
|
|
|
1,175,470
|
|
||||
Selling, general and administrative expenses
|
|
250,187
|
|
|
235,637
|
|
|
725,801
|
|
|
682,342
|
|
||||
Amortization of intangible assets
|
|
18,918
|
|
|
18,329
|
|
|
55,503
|
|
|
59,463
|
|
||||
Net income
|
|
145,602
|
|
|
135,311
|
|
|
316,941
|
|
|
267,108
|
|
||||
Net income attributable to common stock
|
|
144,648
|
|
|
134,963
|
|
|
314,325
|
|
|
265,422
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.99
|
|
|
$
|
0.88
|
|
|
$
|
2.16
|
|
|
$
|
1.72
|
|
Diluted
|
|
$
|
0.98
|
|
|
$
|
0.88
|
|
|
$
|
2.14
|
|
|
$
|
1.71
|
|
|
|
Electric Power Infrastructure Services
Division
|
|
Pipeline and Industrial Infrastructure Services
Division
|
|
Total
|
||||||
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 related to acquisitions completed in 2018
|
|
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
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill related to acquisitions completed in 2019
|
|
32,143
|
|
|
65,200
|
|
|
97,343
|
|
|||
Purchase price allocation adjustments
|
|
1,503
|
|
|
—
|
|
|
1,503
|
|
|||
Foreign currency translation adjustments
|
|
3,207
|
|
|
977
|
|
|
4,184
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at September 30, 2019:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
1,349,931
|
|
|
748,927
|
|
|
2,098,858
|
|
|||
Accumulated impairment
|
|
—
|
|
|
(95,949
|
)
|
|
(95,949
|
)
|
|||
|
|
$
|
1,349,931
|
|
|
$
|
652,978
|
|
|
$
|
2,002,909
|
|
|
|
As of
|
|
As of
|
|
As of
|
||||||||||||||||||||
|
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2019
|
||||||||||||||||||||
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
|
Remaining Weighted Average Amortization Period in Years
|
||||||||||||
Customer relationships
|
|
$
|
531,813
|
|
|
$
|
(197,646
|
)
|
|
$
|
334,167
|
|
|
$
|
359,967
|
|
|
$
|
(165,715
|
)
|
|
$
|
194,252
|
|
|
6.7
|
Backlog
|
|
140,984
|
|
|
(137,454
|
)
|
|
3,530
|
|
|
135,578
|
|
|
(134,592
|
)
|
|
986
|
|
|
0.3
|
||||||
Trade names
|
|
93,021
|
|
|
(25,379
|
)
|
|
67,642
|
|
|
81,058
|
|
|
(21,559
|
)
|
|
59,499
|
|
|
14.9
|
||||||
Non-compete agreements
|
|
43,157
|
|
|
(31,754
|
)
|
|
11,403
|
|
|
40,728
|
|
|
(30,168
|
)
|
|
10,560
|
|
|
3.4
|
||||||
Patented rights and developed technology
|
|
22,511
|
|
|
(20,297
|
)
|
|
2,214
|
|
|
22,482
|
|
|
(19,175
|
)
|
|
3,307
|
|
|
2.3
|
||||||
Curriculum
|
|
11,230
|
|
|
(1,623
|
)
|
|
9,607
|
|
|
9,448
|
|
|
(872
|
)
|
|
8,576
|
|
|
8.6
|
||||||
Total intangible assets subject to amortization
|
|
842,716
|
|
|
(414,153
|
)
|
|
428,563
|
|
|
649,261
|
|
|
(372,081
|
)
|
|
277,180
|
|
|
7.8
|
||||||
Engineering license
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
|
||||||
Total intangible assets
|
|
$
|
845,716
|
|
|
$
|
(414,153
|
)
|
|
$
|
431,563
|
|
|
$
|
652,261
|
|
|
$
|
(372,081
|
)
|
|
$
|
280,180
|
|
|
|
Year Ending December 31:
|
|
|
|
|
Remainder of 2019
|
|
$
|
21,654
|
|
2020
|
|
68,933
|
|
|
2021
|
|
66,327
|
|
|
2022
|
|
62,555
|
|
|
2023
|
|
54,316
|
|
|
Thereafter
|
|
154,778
|
|
|
Total
|
|
$
|
428,563
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amounts attributable to common stock:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stock
|
|
$
|
136,068
|
|
|
$
|
124,551
|
|
|
$
|
283,900
|
|
|
$
|
236,530
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic earnings per share attributable to common stock
|
|
145,913
|
|
|
152,562
|
|
|
145,654
|
|
|
154,087
|
|
||||
Effect of dilutive unvested non-participating stock-based awards
|
|
1,525
|
|
|
1,125
|
|
|
1,420
|
|
|
1,111
|
|
||||
Weighted average shares outstanding for diluted earnings per share attributable to common stock
|
|
147,438
|
|
|
153,687
|
|
|
147,074
|
|
|
155,198
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Borrowings under senior secured credit facility
|
|
$
|
1,865,930
|
|
|
$
|
1,070,299
|
|
Other long-term debt
|
|
11,190
|
|
|
1,523
|
|
||
Finance leases
|
|
1,489
|
|
|
934
|
|
||
Total long-term debt obligations
|
|
1,878,609
|
|
|
1,072,756
|
|
||
Less — Current maturities of long-term debt
|
|
68,129
|
|
|
32,224
|
|
||
Total long-term debt obligations, net of current maturities
|
|
$
|
1,810,480
|
|
|
$
|
1,040,532
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Short-term debt
|
|
$
|
7,622
|
|
|
$
|
33,422
|
|
Current maturities of long-term debt
|
|
68,129
|
|
|
32,224
|
|
||
Current maturities of long-term debt and short-term debt
|
|
$
|
75,751
|
|
|
$
|
65,646
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Maximum amount outstanding under the credit facility during the period
|
|
$
|
1,987,215
|
|
|
$
|
1,003,581
|
|
|
$
|
1,987,215
|
|
|
$
|
1,053,598
|
|
Average daily amount outstanding under the credit facility
|
|
$
|
1,721,843
|
|
|
$
|
899,323
|
|
|
$
|
1,505,376
|
|
|
$
|
836,448
|
|
Weighted-average interest rate
|
|
3.86
|
%
|
|
3.70
|
%
|
|
3.88
|
%
|
|
3.57
|
%
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Lease cost
|
Classification
|
|
September 30, 2019
|
|
September 30, 2019
|
||||
Finance lease cost:
|
|
|
|
|
|
||||
Amortization of lease assets
|
Depreciation (1)
|
|
$
|
320
|
|
|
$
|
976
|
|
Interest on lease liabilities
|
Interest expense
|
|
15
|
|
|
54
|
|
||
Operating lease cost
|
Cost of services and Selling, general and administrative expenses
|
|
30,543
|
|
|
91,278
|
|
||
Short-term lease cost (2)
|
Cost of services and Selling, general and administrative expenses
|
|
209,717
|
|
|
608,028
|
|
||
Variable lease cost (3)
|
Cost of services and Selling, general and administrative expenses
|
|
2,290
|
|
|
11,878
|
|
||
Total lease cost
|
|
|
$
|
242,885
|
|
|
$
|
712,214
|
|
(1)
|
Depreciation is included within “Cost of services” and “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations.
|
(2)
|
Short-term lease cost includes both leases and rentals with initial terms of one year or less.
|
(3)
|
Variable lease cost primarily relates to real estate leases and consists of common area maintenance charges, real estate taxes, insurance and other variable costs.
|
Lease type
|
Classification
|
|
September 30, 2019
|
||
Assets:
|
|
|
|
||
Operating lease right-of-use assets
|
Operating lease right-of-use assets
|
|
$
|
289,267
|
|
Finance lease assets
|
Property and equipment, net of accumulated depreciation
|
|
1,079
|
|
|
Total lease assets
|
|
|
$
|
290,346
|
|
Liabilities:
|
|
|
|
||
Current:
|
|
|
|
||
Operating
|
Current portion of operating lease liabilities
|
|
$
|
93,506
|
|
Finance
|
Current maturities of long-term debt and short-term debt
|
|
893
|
|
|
|
|
|
|
||
Non-current:
|
|
|
|
||
Operating
|
Operating lease liabilities, net of current portion
|
|
197,896
|
|
|
Finance
|
Long-term debt, net of current maturities
|
|
596
|
|
|
Total lease liabilities
|
|
|
$
|
292,891
|
|
|
|
As of September 30, 2019
|
||||||||||
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2019
|
|
$
|
28,398
|
|
|
$
|
388
|
|
|
$
|
28,786
|
|
2020
|
|
96,874
|
|
|
627
|
|
|
97,501
|
|
|||
2021
|
|
70,524
|
|
|
342
|
|
|
70,866
|
|
|||
2022
|
|
46,867
|
|
|
119
|
|
|
46,986
|
|
|||
2023
|
|
30,503
|
|
|
50
|
|
|
30,553
|
|
|||
Thereafter
|
|
46,953
|
|
|
26
|
|
|
46,979
|
|
|||
Total future minimum lease payments
|
|
$
|
320,119
|
|
|
$
|
1,552
|
|
|
$
|
321,671
|
|
Less imputed interest
|
|
(28,717
|
)
|
|
(63
|
)
|
|
(28,780
|
)
|
|||
Total lease liabilities
|
|
$
|
291,402
|
|
|
$
|
1,489
|
|
|
$
|
292,891
|
|
|
|
As of December 31, 2018
|
||
|
|
Operating Leases
|
||
2019
|
|
$
|
124,530
|
|
2020
|
|
81,189
|
|
|
2021
|
|
55,827
|
|
|
2022
|
|
34,337
|
|
|
2023
|
|
21,450
|
|
|
Thereafter
|
|
37,217
|
|
|
Total minimum lease payments
|
|
$
|
354,550
|
|
|
|
As of September 30, 2019
|
|
Weighted average remaining lease term (in years):
|
|
|
|
Operating leases
|
|
4.36
|
|
Finance leases
|
|
2.33
|
|
Weighted average discount rate:
|
|
|
|
Operating leases
|
|
4.3
|
%
|
Finance leases
|
|
4.2
|
%
|
Quarter ended:
|
|
Shares
|
|
Amount
|
|||
September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
March 31, 2019
|
|
376
|
|
|
$
|
11,953
|
|
December 31, 2018
|
|
7,652
|
|
|
$
|
233,633
|
|
September 30, 2018
|
|
701
|
|
|
$
|
23,751
|
|
June 30, 2018
|
|
595
|
|
|
$
|
19,993
|
|
March 31, 2018
|
|
4,969
|
|
|
$
|
173,913
|
|
Declaration
|
|
Record
|
|
Payment
|
|
Dividend
|
|
Dividends
|
||||
Date
|
|
Date
|
|
Date
|
|
Per Share
|
|
Declared
|
||||
August 28, 2019
|
|
October 1, 2019
|
|
October 15, 2019
|
|
0.04
|
|
|
$
|
5,564
|
|
|
May 24, 2019
|
|
July 1, 2019
|
|
July 15, 2019
|
|
$
|
0.04
|
|
|
$
|
6,233
|
|
March 21, 2019
|
|
April 5, 2019
|
|
April 19, 2019
|
|
$
|
0.04
|
|
|
$
|
5,896
|
|
December 6, 2018
|
|
January 2, 2019
|
|
January 16, 2019
|
|
$
|
0.04
|
|
|
$
|
5,838
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric Power Infrastructure Services
|
|
$
|
1,876,097
|
|
|
$
|
1,617,736
|
|
|
$
|
5,274,456
|
|
|
$
|
4,756,416
|
|
Pipeline and Industrial Infrastructure Services
|
|
1,476,798
|
|
|
1,367,545
|
|
|
3,724,897
|
|
|
3,302,789
|
|
||||
Consolidated revenues
|
|
$
|
3,352,895
|
|
|
$
|
2,985,281
|
|
|
$
|
8,999,353
|
|
|
$
|
8,059,205
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric Power Infrastructure Services
|
|
$
|
175,692
|
|
|
$
|
179,181
|
|
|
$
|
430,244
|
|
|
$
|
466,087
|
|
Pipeline and Industrial Infrastructure Services
|
|
132,424
|
|
|
96,067
|
|
|
243,066
|
|
|
149,953
|
|
||||
Corporate and non-allocated costs
|
|
(98,722
|
)
|
|
(82,687
|
)
|
|
(265,849
|
)
|
|
(225,219
|
)
|
||||
Consolidated operating income
|
|
$
|
209,394
|
|
|
$
|
192,561
|
|
|
$
|
407,461
|
|
|
$
|
390,821
|
|
Depreciation:
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric Power Infrastructure Services
|
|
$
|
27,240
|
|
|
$
|
24,273
|
|
|
$
|
79,205
|
|
|
$
|
71,801
|
|
Pipeline and Industrial Infrastructure Services
|
|
22,877
|
|
|
22,711
|
|
|
68,166
|
|
|
65,886
|
|
||||
Corporate and non-allocated costs
|
|
5,445
|
|
|
4,559
|
|
|
14,218
|
|
|
12,609
|
|
||||
Consolidated depreciation
|
|
$
|
55,562
|
|
|
$
|
51,543
|
|
|
$
|
161,589
|
|
|
$
|
150,296
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Accounts and notes receivable
|
|
$
|
(479,573
|
)
|
|
$
|
(169,041
|
)
|
|
$
|
(695,364
|
)
|
|
$
|
(345,842
|
)
|
Contract assets
|
|
34,016
|
|
|
(125,878
|
)
|
|
(67,882
|
)
|
|
(188,996
|
)
|
||||
Inventories
|
|
1,511
|
|
|
(8,436
|
)
|
|
43,598
|
|
|
(13,841
|
)
|
||||
Prepaid expenses and other current assets
|
|
(8,048
|
)
|
|
12,991
|
|
|
(110,622
|
)
|
|
(45,002
|
)
|
||||
Accounts payable and accrued expenses and other non-current liabilities
|
|
250,608
|
|
|
170,469
|
|
|
228,473
|
|
|
294,259
|
|
||||
Contract liabilities
|
|
68,535
|
|
|
(48,386
|
)
|
|
112,545
|
|
|
22,676
|
|
||||
Other, net (1)
|
|
(4,957
|
)
|
|
(2,291
|
)
|
|
(134,305
|
)
|
|
(8,270
|
)
|
||||
Net change in operating assets and liabilities, net of non-cash transactions
|
|
$
|
(137,908
|
)
|
|
$
|
(170,572
|
)
|
|
$
|
(623,557
|
)
|
|
$
|
(285,016
|
)
|
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
113,524
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
|
3,441
|
|
|
3,275
|
|
||
Restricted cash included in “Other assets, net”
|
|
1,026
|
|
|
1,375
|
|
||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
84,511
|
|
|
$
|
118,174
|
|
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
73,356
|
|
|
$
|
120,357
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
|
3,733
|
|
|
2,926
|
|
||
Restricted cash included in “Other assets, net”
|
|
1,028
|
|
|
1,454
|
|
||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
78,117
|
|
|
$
|
124,737
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
$
|
78,687
|
|
|
$
|
138,285
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
|
3,286
|
|
|
5,106
|
|
||
Restricted cash included in “Other assets, net”
|
|
1,283
|
|
|
384
|
|
||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
83,256
|
|
|
$
|
143,775
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
September 30, 2019
|
|
September 30, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
$
|
(29,908
|
)
|
|
$
|
(89,175
|
)
|
Operating cash flows from finance leases
|
|
$
|
(15
|
)
|
|
$
|
(53
|
)
|
Financing cash flows from finance leases
|
|
$
|
(411
|
)
|
|
$
|
(1,523
|
)
|
Lease assets obtained in exchange for lease liabilities:
|
|
|
|
|
||||
Operating leases
|
|
$
|
32,701
|
|
|
$
|
76,107
|
|
Finance leases
|
|
$
|
10
|
|
|
$
|
631
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cash (paid) received during the period for —
|
|
|
|
|
|
|
|
|
||||||||
Interest paid
|
|
$
|
(16,312
|
)
|
|
$
|
(9,279
|
)
|
|
$
|
(45,469
|
)
|
|
$
|
(24,011
|
)
|
Income taxes paid
|
|
$
|
(40,745
|
)
|
|
$
|
(38,445
|
)
|
|
$
|
(109,271
|
)
|
|
$
|
(91,000
|
)
|
Income tax refunds
|
|
$
|
4,730
|
|
|
$
|
1,207
|
|
|
$
|
6,058
|
|
|
$
|
3,570
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
12 Month
|
|
Total
|
|
12 Month
|
|
Total
|
||||||||
Electric Power Infrastructure Services
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
$
|
2,124,632
|
|
|
$
|
2,929,400
|
|
|
$
|
2,093,461
|
|
|
$
|
3,045,553
|
|
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
2,854,533
|
|
|
5,709,337
|
|
|
2,467,654
|
|
|
5,499,887
|
|
||||
Backlog
|
|
4,979,165
|
|
|
8,638,737
|
|
|
4,561,115
|
|
|
8,545,440
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Pipeline and Industrial Infrastructure Services
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
761,943
|
|
|
1,475,037
|
|
|
1,003,543
|
|
|
1,635,918
|
|
||||
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
1,817,815
|
|
|
3,168,291
|
|
|
1,411,329
|
|
|
2,161,275
|
|
||||
Backlog
|
|
2,579,758
|
|
|
4,643,328
|
|
|
2,414,872
|
|
|
3,797,193
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
2,886,575
|
|
|
4,404,437
|
|
|
3,097,004
|
|
|
4,681,471
|
|
||||
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
4,672,348
|
|
|
8,877,628
|
|
|
3,878,983
|
|
|
7,661,162
|
|
||||
Backlog
|
|
$
|
7,558,923
|
|
|
$
|
13,282,065
|
|
|
$
|
6,975,987
|
|
|
$
|
12,342,633
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
Revenues
|
|
$
|
3,352,895
|
|
|
100.0
|
%
|
|
$
|
2,985,281
|
|
|
100.0
|
%
|
|
$
|
8,999,353
|
|
|
100.0
|
%
|
|
$
|
8,059,205
|
|
|
100.0
|
%
|
Cost of services (including depreciation)
|
|
2,879,450
|
|
|
85.9
|
|
|
2,559,451
|
|
|
85.7
|
|
|
7,842,422
|
|
|
87.1
|
|
|
6,998,956
|
|
|
86.8
|
|
||||
Gross profit
|
|
473,445
|
|
|
14.1
|
|
|
425,830
|
|
|
14.3
|
|
|
1,156,931
|
|
|
12.9
|
|
|
1,060,249
|
|
|
13.2
|
|
||||
Selling, general and administrative expenses
|
|
245,010
|
|
|
7.3
|
|
|
224,040
|
|
|
7.5
|
|
|
700,862
|
|
|
7.8
|
|
|
645,566
|
|
|
8.0
|
|
||||
Amortization of intangible assets
|
|
15,264
|
|
|
0.5
|
|
|
10,623
|
|
|
0.3
|
|
|
40,544
|
|
|
0.5
|
|
|
31,535
|
|
|
0.5
|
|
||||
Change in fair value of contingent consideration liabilities
|
|
3,777
|
|
|
0.1
|
|
|
(1,394
|
)
|
|
—
|
|
|
8,064
|
|
|
0.1
|
|
|
(7,673
|
)
|
|
(0.1
|
)
|
||||
Operating income
|
|
209,394
|
|
|
6.2
|
|
|
192,561
|
|
|
6.5
|
|
|
407,461
|
|
|
4.5
|
|
|
390,821
|
|
|
4.8
|
|
||||
Interest expense
|
|
(18,369
|
)
|
|
(0.5
|
)
|
|
(9,219
|
)
|
|
(0.4
|
)
|
|
(48,066
|
)
|
|
(0.5
|
)
|
|
(25,175
|
)
|
|
(0.2
|
)
|
||||
Interest income
|
|
186
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
762
|
|
|
—
|
|
|
1,128
|
|
|
—
|
|
||||
Other income (expense), net
|
|
717
|
|
|
—
|
|
|
(15,498
|
)
|
|
(0.5
|
)
|
|
66,197
|
|
|
0.7
|
|
|
(37,899
|
)
|
|
(0.5
|
)
|
||||
Income before income taxes
|
|
191,928
|
|
|
5.7
|
|
|
168,166
|
|
|
5.6
|
|
|
426,354
|
|
|
4.7
|
|
|
328,875
|
|
|
4.1
|
|
||||
Provision for income taxes
|
|
54,906
|
|
|
1.6
|
|
|
43,267
|
|
|
1.4
|
|
|
139,838
|
|
|
1.5
|
|
|
90,659
|
|
|
1.1
|
|
||||
Net income
|
|
137,022
|
|
|
4.1
|
|
|
124,899
|
|
|
4.2
|
|
|
286,516
|
|
|
3.2
|
|
|
238,216
|
|
|
3.0
|
|
||||
Less: Net income attributable to non-controlling interests
|
|
954
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
2,616
|
|
|
—
|
|
|
1,686
|
|
|
0.1
|
|
||||
Net income attributable to common stock
|
|
$
|
136,068
|
|
|
4.1
|
%
|
|
$
|
124,551
|
|
|
4.2
|
%
|
|
$
|
283,900
|
|
|
3.2
|
%
|
|
$
|
236,530
|
|
|
2.9
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric Power Infrastructure Services
|
|
$
|
1,876,097
|
|
|
56.0
|
%
|
|
$
|
1,617,736
|
|
|
54.2
|
%
|
|
$
|
5,274,456
|
|
|
58.6
|
%
|
|
$
|
4,756,416
|
|
|
59.0
|
%
|
Pipeline and Industrial Infrastructure Services
|
|
1,476,798
|
|
|
44.0
|
|
|
1,367,545
|
|
|
45.8
|
|
|
3,724,897
|
|
|
41.4
|
|
|
3,302,789
|
|
|
41.0
|
|
||||
Consolidated revenues from external customers
|
|
$
|
3,352,895
|
|
|
100.0
|
%
|
|
$
|
2,985,281
|
|
|
100.0
|
%
|
|
$
|
8,999,353
|
|
|
100.0
|
%
|
|
$
|
8,059,205
|
|
|
100.0
|
%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Electric Power Infrastructure Services
|
|
$
|
175,692
|
|
|
9.4
|
%
|
|
$
|
179,181
|
|
|
11.1
|
%
|
|
$
|
430,244
|
|
|
8.2
|
%
|
|
$
|
466,087
|
|
|
9.8
|
%
|
Pipeline and Industrial Infrastructure Services
|
|
132,424
|
|
|
9.0
|
%
|
|
96,067
|
|
|
7.0
|
%
|
|
243,066
|
|
|
6.5
|
%
|
|
149,953
|
|
|
4.5
|
%
|
||||
Corporate and non-allocated costs
|
|
(98,722
|
)
|
|
—
|
|
|
(82,687
|
)
|
|
—
|
|
|
(265,849
|
)
|
|
—
|
|
|
(225,219
|
)
|
|
—
|
|
||||
Consolidated operating income
|
|
$
|
209,394
|
|
|
6.2
|
%
|
|
$
|
192,561
|
|
|
6.5
|
%
|
|
$
|
407,461
|
|
|
4.5
|
%
|
|
$
|
390,821
|
|
|
4.8
|
%
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents held in domestic bank accounts
|
|
$
|
55,581
|
|
|
$
|
62,495
|
|
Cash and cash equivalents held in foreign bank accounts
|
|
24,463
|
|
|
16,192
|
|
||
Total cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
78,687
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents held by domestic joint ventures
|
|
$
|
7,855
|
|
|
$
|
8,544
|
|
Cash and cash equivalents held by foreign joint ventures
|
|
142
|
|
|
441
|
|
||
Total cash and cash equivalents held by joint ventures
|
|
7,997
|
|
|
8,985
|
|
||
Cash and cash equivalents not held by joint ventures
|
|
72,047
|
|
|
69,702
|
|
||
Total cash and cash equivalents
|
|
$
|
80,044
|
|
|
$
|
78,687
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net cash provided by (used in) operating activities
|
|
$
|
91,167
|
|
|
$
|
39,104
|
|
|
$
|
(100,247
|
)
|
|
$
|
221,617
|
|
Net cash used in investing activities
|
|
$
|
(391,797
|
)
|
|
$
|
(136,431
|
)
|
|
$
|
(607,124
|
)
|
|
$
|
(321,683
|
)
|
Net cash provided by financing activities
|
|
$
|
307,111
|
|
|
$
|
90,963
|
|
|
$
|
708,749
|
|
|
$
|
72,860
|
|
Quarter ended:
|
|
Shares
|
|
Amount
|
|||
September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
March 31, 2019
|
|
376
|
|
|
$
|
11,953
|
|
December 31, 2018
|
|
7,652
|
|
|
$
|
233,633
|
|
September 30, 2018
|
|
701
|
|
|
$
|
23,751
|
|
June 30, 2018
|
|
595
|
|
|
$
|
19,993
|
|
March 31, 2018
|
|
4,969
|
|
|
$
|
173,913
|
|
Declaration
|
|
Record
|
|
Payment
|
|
Dividend
|
|
Dividends
|
||||
Date
|
|
Date
|
|
Date
|
|
Per Share
|
|
Declared
|
||||
August 28, 2019
|
|
October 1, 2019
|
|
October 15, 2019
|
|
$
|
0.04
|
|
|
$
|
5,564
|
|
May 24, 2019
|
|
July 1, 2019
|
|
July 15, 2019
|
|
$
|
0.04
|
|
|
$
|
6,233
|
|
March 21, 2019
|
|
April 5, 2019
|
|
April 19, 2019
|
|
$
|
0.04
|
|
|
$
|
5,896
|
|
December 6, 2018
|
|
January 2, 2019
|
|
January 16, 2019
|
|
$
|
0.04
|
|
|
$
|
5,838
|
|
|
|
Total
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Long-term debt - principal (1)
|
|
$
|
1,877,120
|
|
|
$
|
17,899
|
|
|
$
|
65,766
|
|
|
$
|
65,766
|
|
|
$
|
1,722,474
|
|
|
$
|
1,390
|
|
|
$
|
3,825
|
|
Long-term debt - cash interest (2)
|
|
434
|
|
|
114
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Short-term debt (3)
|
|
7,622
|
|
|
7,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations (4)
|
|
320,119
|
|
|
28,398
|
|
|
96,874
|
|
|
70,524
|
|
|
46,867
|
|
|
30,503
|
|
|
46,953
|
|
|||||||
Operating leases obligations that have not yet commenced (5)
|
|
10,319
|
|
|
111
|
|
|
1,564
|
|
|
1,826
|
|
|
1,701
|
|
|
1,492
|
|
|
3,625
|
|
|||||||
Finance lease obligations (6)
|
|
1,552
|
|
|
388
|
|
|
627
|
|
|
342
|
|
|
119
|
|
|
50
|
|
|
26
|
|
|||||||
Short-term lease obligations (7)
|
|
21,880
|
|
|
9,905
|
|
|
11,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equipment purchase commitments (8)
|
|
7,654
|
|
|
5,370
|
|
|
2,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Capital commitment related to investments in unconsolidated affiliates (9)
|
|
6,314
|
|
|
6,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
2,253,014
|
|
|
$
|
76,121
|
|
|
$
|
179,410
|
|
|
$
|
138,458
|
|
|
$
|
1,771,161
|
|
|
$
|
33,435
|
|
|
$
|
54,429
|
|
(1)
|
We had $1.87 billion of outstanding borrowings under our senior secured credit facility, which included $1.26 billion borrowed under the term loan facility and $608.4 million of outstanding revolving loans, both of which bear interest at variable market rates. Assuming the principal amount outstanding at September 30, 2019 remained outstanding and the interest rate in effect at September 30, 2019 remained the same, the annual cash interest expense would be approximately $68.1 million, payable until October 31, 2022, the maturity date of the facility. Additionally, in connection with the term loan facility, we are required to make quarterly principal payments of $16.1 million and pay the remaining balance on 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 on our September 30, 2019 condensed consolidated balance sheet.
|
(4)
|
Amounts represent undiscounted operating lease obligations at September 30, 2019. The operating lease obligations recorded on our September 30, 2019 condensed consolidated balance sheet represent the present value of these amounts.
|
(5)
|
Amounts represent undiscounted operating leases obligations that have not commenced as of September 30, 2019. The operating leases obligations will be recorded on our consolidated balance sheet beginning on the commencement date of each lease.
|
(6)
|
Amounts represent undiscounted finance lease obligations at September 30, 2019. The finance lease obligations recorded on our September 30, 2019 condensed consolidated balance sheet represent the present value of these amounts.
|
(7)
|
Amounts represent short-term lease obligations that are not recorded on our September 30, 2019 condensed consolidated balance sheet due to our accounting policy election. Month-to-month rental expense associated primarily with certain equipment rentals is excluded from these amounts because we are unable to accurately predict future rental amounts.
|
(8)
|
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 made available to us under certain of our master equipment lease agreements, which will release us from our capital commitment.
|
(9)
|
Amount represents outstanding capital commitments associated with investments in unconsolidated affiliates. As of September 30, 2019, we had outstanding capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of $6.7 million, of which $6.3 million is expected to be paid in 2019. The remaining $0.4 million of these capital commitments is anticipated to be paid by May 31, 2022; however, we have excluded these capital commitments from the Contractual Obligations table because we are unable to determine the timing of the payment. Included in this amount is $6.2 million related to a partnership we formed with select investors during the year ended December 31, 2017, which is described further in Recent Acquisitions, Investments and Divestitures above. As of September 30, 2019, we had contributed $13.7 million to this partnership in connection with certain investments. We are not obligated to invest amounts through this partnership and are unable to determine the timing of any such investments.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts payable and accrued expenses
|
|
$
|
70,982
|
|
|
$
|
—
|
|
Insurance and other non-current liabilities
|
|
8,438
|
|
|
70,756
|
|
||
Total contingent consideration liabilities
|
|
$
|
79,420
|
|
|
$
|
70,756
|
|
•
|
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;
|
•
|
The scope, services, term or results of any projects awarded or expected to be awarded to 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 legal proceedings;
|
•
|
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, change orders and claims asserted 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;
|
•
|
Estimates relating to revenue recognition and costs associated with contracts;
|
•
|
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;
|
•
|
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 legal proceedings, indemnity obligations, reimbursement obligations associated with letters of credit or bonds 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;
|
•
|
Liabilities associated with multiemployer pension plans, including underfunding of liabilities and termination or withdrawal liabilities;
|
•
|
The outcome of pending or threatened legal proceedings;
|
•
|
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, or the failure to recover amounts billed to customers in bankruptcy;
|
•
|
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, including our ability to access capital markets on favorable terms;
|
•
|
Our ability to obtain performance bonds and other project security;
|
•
|
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 of Part I of our 2018 Annual Report and as may be detailed from time to time in our other public filings with the SEC.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
|
Total Number of Shares Purchased (1)(2)
|
|
Average Price Paid per Share
|
|
Total Number
of Shares Purchased
as Part of Publicly
Announced Plans or Programs
|
|
Maximum
Number (or Approximate
Dollar Value) of Shares
that may yet be
Purchased Under
the Plans or Programs (1)
|
||||||
July 1 - 31, 2019
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,756,122
|
|
Tax Withholdings (2)
|
|
6,672
|
|
|
$
|
37.84
|
|
|
—
|
|
|
|
||
August 1 - 31, 2019
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,756,122
|
|
Tax Withholdings (2)
|
|
11,035
|
|
|
$
|
32.68
|
|
|
—
|
|
|
|
||
September 1 - 30, 2019
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,756,122
|
|
Total
|
|
17,707
|
|
|
|
|
—
|
|
|
$
|
286,756,122
|
|
(1)
|
Includes shares repurchased as of the trade date of such repurchases. 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. Repurchases under this program 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. This program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our Board of Directors at any time at its sole discretion and without notice.
|
(2)
|
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 but deferred restricted stock unit awards.
|
Item 6.
|
Exhibits.
|
Exhibit
No.
|
|
Description
|
||
3.1
|
|
|
|
|
3.2
|
|
|
|
|
10.1
|
|
^*
|
|
|
10.2
|
|
^*
|
|
|
10.3
|
|
|
|
|
10.4
|
|
*
|
|
|
31.1
|
|
*
|
|
|
31.2
|
|
*
|
|
|
32.1
|
|
*
|
|
|
101
|
|
*
|
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Equity and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and with detailed tags
|
104
|
|
*
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL (included as Exhibit 101)
|
^
|
Management contracts or compensatory plans or arrangements
|
*
|
Filed or furnished herewith
|
|
By:
|
/s/ JERRY K. LEMON
|
|
|
Jerry K. Lemon
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Lender
|
Revolving Commitment
|
Pro Rata Share of Revolving Commitment
|
|||
Bank of America, N.A.
|
|
$250,000,000.00
|
|
11.709601870
|
%
|
PNC Bank, National Association
|
|
$250,000,000.00
|
|
11.709601870
|
%
|
Wells Fargo Bank, National Association
|
|
$250,000,000.00
|
|
11.709601870
|
%
|
JPMorgan Chase Bank, N.A.
|
|
$250,000,000.00
|
|
11.709601870
|
%
|
Bank of Montreal
|
|
$150,000,000.00
|
|
7.025761124
|
%
|
HSBC Bank USA, N.A.
|
|
$100,000,000.00
|
|
4.683840749
|
%
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
|
$100,000,000.00
|
|
4.683840749
|
%
|
U.S. Bank National Association
|
|
$100,000,000.00
|
|
4.683840749
|
%
|
BNP Paribas
|
|
$150,000,000.00
|
|
7.025761124
|
%
|
SunTrust Bank
|
|
$75,000,000.00
|
|
3.512880562
|
%
|
Citibank, N.A.
|
|
$100,000,000.00
|
|
4.683840749
|
%
|
Branch Banking and Trust Company
|
|
$75,000,000.00
|
|
3.512880562
|
%
|
Citizens Bank, N.A.
|
|
$35,000,000.00
|
|
1.639344262
|
%
|
MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
|
|
$100,000,000.00
|
|
4.683840749
|
%
|
Regions Bank
|
|
$50,000,000.00
|
|
2.341920375
|
%
|
Santander Bank, N.A.
|
--
|
|
--
|
|
|
Zions Bancorporation, N.A. (d/b/a Amegy Bank)
|
|
$60,000,000.00
|
|
2.810304450
|
%
|
BOKF, NA (d/b/a Bank of Texas)
|
|
$40,000,000.00
|
|
1.873536300
|
%
|
Total
|
|
$2,135,000,000.00
|
|
100.000000000
|
%
|
Dated: November 1, 2019
|
By:
|
/s/ EARL C. AUSTIN, JR.
|
|
|
|
Earl C. Austin, Jr.
|
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
|
|
(Principal Executive Officer)
|
|
Dated: November 1, 2019
|
By:
|
/s/ DERRICK A. JENSEN
|
|
|
|
Derrick A. Jensen
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
/s/ EARL C. AUSTIN, JR.
|
|
|
Earl C. Austin, Jr.
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
|
/s/ DERRICK A. JENSEN
|
|
|
Derrick A. Jensen
|
|
|
Chief Financial Officer
|
|