4.	ACQUISITIONS:

2014 Acquisitions

During the first nine months of 2014, Quanta completed eight acquisitions, which enabled Quanta to further enhance its electric power and oil and gas infrastructure service offerings in the U.S. and Canada and expand its capabilities in Australia to include electric power infrastructure service offerings. These acquisitions included four electric power infrastructure services companies located in Canada; an oil and gas infrastructure services company located in Canada; an electric power infrastructure services company located in Australia; a general engineering and construction company, based in California, specializing in hydrant fueling, waterfront and utility construction for the U.S. Department of Defense and that is generally included in Quanta’s Oil and Gas Infrastructure Services segment; and a geotechnical and geological engineering services company, based in the U.S. that is generally included in Quanta’s Electric Power Infrastructure Services segment. The aggregate consideration paid for these acquisitions consisted of approximately $171.5 million in cash, 686,382 shares of Quanta common stock and 1,721,377 exchangeable shares of Canadian subsidiaries of Quanta that are exchangeable on a one-for-one basis for Quanta common stock. The exchangeable shares provide holders with rights equivalent to Quanta common stockholders with respect to dividends and other economic rights. In addition, Quanta issued one share of Series G preferred stock associated with 899,858 of the exchangeable shares, which generally votes on the same matters as Quanta common stock and is entitled to a number of votes equal to the number of such exchangeable shares outstanding at that time. The exchangeable shares not associated with the preferred stock do not have voting rights. The aggregate value of the above issued securities on the respective closing or settlement dates of the acquisitions totaled approximately $70.2 million. As these transactions were effective during the first nine months of 2014, the results of each acquired company have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition.

The aggregate purchase consideration related to the third quarter 2014 acquisitions was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of approximately $40.2 million of net tangible assets, $50.7 million of goodwill and $28.8 million of other intangible assets. Quanta is in the process of finalizing its assessments of the fair values of acquired assets and assumed liabilities, and further adjustments to the purchase price allocations may occur. Quanta expects to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates.

2013 Acquisitions

During 2013, Quanta acquired six businesses, which enabled Quanta to further enhance its electric power infrastructure and oil and gas infrastructure service offerings in the U.S., Canada and Australia. The aggregate consideration paid for these acquisitions consisted of approximately $341.1 million in cash and 3,547,482 shares of Quanta common stock valued, as of the respective dates of issuance, at approximately $88.9 million. The results for each company have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition.

2014 and 2013 Acquisitions

The following table summarizes the aggregate consideration paid through September 30, 2014 for the 2014 and 2013 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).


	2014			2013
Consideration:
Value of Quanta common stock and exchangeable shares issued	$	70,179		$	88,895
Cash paid		171,456			341,064

Fair value of total consideration transferred	$	241,635		$	429,959

Current assets		115,260		$	193,895
Property and equipment		87,755			60,988
Other assets		3,500			1,009
Identifiable intangible assets		51,198			55,124
Current liabilities		(104,699	)		(127,430	)
Deferred tax liabilities, net		(15,525	)		(4,083	)
Other long-term liabilities		(4,926	)		(5,350	)

Total identifiable net assets		132,563			174,153
Goodwill		109,072			255,806

	$	241,635		$	429,959

The fair value of current assets acquired in 2014 included accounts receivable with a fair value of $69.0 million. The fair value of current assets acquired in 2013 included accounts receivable with a fair value of $83.9 million.

Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2014 and 2013 acquisitions strategically expanded Quanta’s Canadian and Australian service offerings and enhanced its domestic electric power and oil and gas service offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2014 acquisitions, goodwill of $71.5 million was recorded for reporting units included within Quanta’s Electric Power Division and $37.6 million was recorded for reporting units included within Quanta’s Oil and Gas Infrastructure Division on the dates of acquisition. In connection with the 2013 acquisitions, goodwill of $112.5 million was recorded for reporting units included within Quanta’s Electric Power Division and $143.3 million was recorded for reporting units included within Quanta’s Oil and Gas Infrastructure Division on the dates of acquisition. Goodwill of approximately $11.3 million and $213.6 million is expected to be deductible for income tax purposes related to the businesses acquired in 2014 and 2013.

The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenues	$	2,180,335	$	1,816,086	$	5,916,212	$	5,382,265
Gross profit	$	354,294	$	311,524	$	925,688	$	890,706
Selling, general and administrative expenses	$	200,932	$	142,199	$	523,505	$	416,972
Amortization of intangible assets	$	9,663	$	9,881	$	28,016	$	30,043
Net income	$	100,459	$	109,523	$	249,125	$	291,034
Net income attributable to common stock	$	95,092	$	104,020	$	235,156	$	276,266

Earnings per share attributable to common stock — basic and diluted	$	0.43	$	0.47	$	1.07	$	1.26

The pro forma combined results of operations for the three and nine months ended September 30, 2014 and 2013 have been prepared by adjusting the historical results of Quanta to include the historical results of the 2014 acquisitions as if they occurred January 1, 2013. The pro forma combined results of operations for the three and nine months ended September 30, 2013 have also been prepared by adjusting the historical results of Quanta to include the historical results of the 2013 acquisitions as if they occurred January 1, 2012. These pro forma combined historical results were then adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness, a reduction of interest income as a result of the cash consideration paid net of cash received, an increase in amortization expense due to the incremental intangible assets recorded related to the 2014 and 2013 acquisitions, an increase or decrease in depreciation expense within cost of services related to the net impact of adjusting acquired property and equipment to the acquisition date fair value and conforming depreciable lives with Quanta’s accounting policies, an increase in the number of outstanding shares of Quanta common stock and certain reclassifications to conform the acquired companies’ presentation to Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that may result from the 2014 and 2013 acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.

Revenues of approximately $98.9 million and income before income taxes of approximately $6.3 million were included in Quanta’s consolidated results of operations for the three months ended September 30, 2014 related to the 2014 acquisitions following their respective dates of acquisition. Revenues of approximately $183.5 million and income before income taxes of approximately $4.1 million, which included $5.4 million of acquisition costs, were included in Quanta’s consolidated results of operations for the nine months ended September 30, 2014 related to the 2014 acquisitions following their respective dates of acquisition.