QUANTA SERVICES INC, QUANTA SERVICES MANAGEMENT ...

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Limited Vote Common Stock
Effective May 19, 2011, each outstanding share of Quanta’s Limited Vote Common Stock was reclassified
and converted into 1.05 shares of Quanta common stock, as set forth in a Certificate of Amendment to Restated
Certificate of Incorporation approved by the stockholders of Quanta and filed with the Secretary of State of the
State of Delaware on May 19, 2011. At December 31, 2011 and 2010, there were 0 and 432,485 shares of
Limited Vote Common Stock outstanding. The Certificate of Amendment also eliminated entirely the class of
Limited Vote Common Stock. The shares of Limited Vote Common Stock had rights similar to shares of
common stock, except with respect to voting. Holders of Limited Vote Common Stock were entitled to vote as a
separate class to elect one director and did not vote in the election of other directors. Holders of Limited Vote
Common Stock were entitled to one-tenth of one vote for each share held on all other matters submitted for
stockholder action. Shares of Limited Vote Common Stock were convertible into Quanta common stock upon
disposition by the holder of such shares in accordance with the transfer restrictions applicable to such shares.
During the years ended December 31, 2011, 2010 and 2009, no shares of Limited Vote Common Stock were
converted to common stock upon transfer. In 2011, 432,485 shares of Limited Vote Common Stock were
reclassified and converted into 454,107 shares of Quanta common stock pursuant to the Certificate of
Amendment approved by the stockholders. In 2010, Quanta issued an aggregate 241,300 shares of its common
stock in exchange for an aggregate 229,808 shares of Limited Vote Common Stock through voluntary exchanges
initiated by individual stockholders.
Treasury Stock
During the second quarter of 2011, Quanta’s board of directors approved a stock repurchase program
authorizing Quanta to purchase, from time to time, up to $150.0 million of its outstanding common stock. These
repurchases could be made in open market transactions, in privately negotiated transactions, including block
purchases, or otherwise, at management’s discretion based on market and business conditions, applicable legal
requirements and other factors. This program does not obligate Quanta to acquire any specific amount of
common stock and will continue until it is completed or otherwise modified or terminated by Quanta’s board of
directors at any time in its sole discretion and without notice. The stock repurchase program is funded with cash
on hand. From the time the stock repurchase program was initiated through December 31, 2011, Quanta
repurchased 8.1 million shares of its common stock under this program at an aggregate cost of $149.5 million.
These shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury
stock. Under Delaware corporate law, treasury stock is not entitled to vote or be counted for quorum purposes.
Under the stock incentive plans described in Note 11, employees may elect to satisfy their tax withholding
obligations upon vesting of restricted stock by having Quanta make such tax payments and withhold a number of
vested shares having a value on the date of vesting equal to their tax withholding obligation. As a result of such
employee elections, Quanta withheld 299,804 shares of Quanta common stock in 2011 with a total market value
of $6.6 million, 243,821 shares of Quanta common stock in 2010 with a total market value of $4.6 million and
210,469 shares of Quanta common stock in 2009 with a total market value of $3.6 million, in each case for
settlement of employee tax liabilities. These shares and the related cost to acquire them were accounted for as an
adjustment to the balance of treasury stock.
Noncontrolling Interest
Quanta holds investments in several joint ventures that provide infrastructure services under specific
customer contracts. Each joint venture is owned equally by its members. Quanta has determined that certain of
these joint ventures are variable interest entities, with Quanta providing the majority of the infrastructure services
to the joint venture, which management believes most significantly influences the economic performance of the
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