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QUANTA SERVICES INC, QUANTA SERVICES MANAGEMENT ...

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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure<br />

There have been no changes in or disagreements with accountants on accounting and financial disclosure<br />

within the parameters of Item 304(b) of Regulation S-K.<br />

ITEM 9A. Controls and Procedures<br />

Attached as exhibits to this Annual Report on Form 10-K are certifications of Quanta’s Chief Executive<br />

Officer and Chief Financial Officer that are required in accordance with Rule 13a-14 of the Securities Exchange<br />

Act of 1934, as amended (the Exchange Act). This “Controls and Procedures” section includes information<br />

concerning the controls and controls evaluation referred to in the certifications, and it should be read in<br />

conjunction with the certifications for a more complete understanding of the topics presented.<br />

Evaluation of Disclosure Controls and Procedures<br />

Our management has established and maintains a system of disclosure controls and procedures that are<br />

designed to provide reasonable assurance that information required to be disclosed by us in the reports that we<br />

file or submit under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and<br />

reported within the time periods specified in the SEC rules and forms. The disclosure controls and procedures are<br />

also designed to provide reasonable assurance that such information is accumulated and communicated to our<br />

management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely<br />

decisions regarding required disclosure.<br />

As of the end of the period covered by this Annual Report, we evaluated the effectiveness of the design and<br />

operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. This<br />

evaluation was carried out under the supervision and with the participation of our management, including our<br />

Chief Executive Officer and Chief Financial Officer. Based on this evaluation, these officers have concluded<br />

that, as of December 31, 2011, our disclosure controls and procedures were effective to provide reasonable<br />

assurance of achieving their objectives.<br />

Evaluation of Internal Control over Financial Reporting<br />

Management’s report on internal control over financial reporting can be found in Item 8 of this Annual<br />

Report under the heading “Report of Management” and is incorporated herein by reference. The report of<br />

PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the financial statements, and<br />

its opinion on the effectiveness of internal control over financial reporting, can also be found in Item 8 of this<br />

Annual Report under the heading “Report of Independent Registered Public Accounting Firm” and is<br />

incorporated herein by reference.<br />

There has been no change in our internal control over financial reporting that occurred during the quarter<br />

ended December 31, 2011, that has materially affected, or is reasonably likely to materially affect, our internal<br />

control over financial reporting.<br />

Design and Operation of Control Systems<br />

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that<br />

our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all<br />

errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable,<br />

not absolute, assurance that the control system’s objectives will be met. The design of a control system must<br />

reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their<br />

costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide<br />

absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances<br />

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