SecProbe.io

May 6, 2026
Jayshree S. Desai
Chief Financial Officer
Quanta Services, Inc.
2727 North Loop West
Houston, Texas 77008
Re: Quanta Services, Inc.
Form 10-K for the fiscal year ended December 31, 2025
File No. 001-13831
Dear Jayshree S. Desai:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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CORRESP

 Quanta Services, Inc.

 2727 North Loop West

Houston, Texas 77008

PHONE 713.629.7600

WEB www.quantaservices.com

 NYSE
PWR

 May 5, 2026

BY EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ameen Hamady

Jeffrey Lewis

Re:
 Quanta Services, Inc.

Form 10-K for the Year Ended December 31, 2025

File No. 001-13831

Ladies and Gentlemen:

 Set forth below please
find the responses of Quanta Services, Inc., a Delaware corporation (the “Company” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated April 15, 2026 (the “Comment Letter”), with respect to the above referenced Form 10-K for the
fiscal year ended December 31, 2025, filed with the Commission on February 19, 2026 (the “Form 10-K”). For your convenience, the response corresponds to the caption included in the
Comment Letter and is prefaced by the text of the Staff’s comment in bold text.

 Form 10-K for
the Fiscal Year Ended December 31, 2025

 4. Revenue Recognition and Related Balance Sheet Accounts

Performance Obligations, page 76

1.
 We note that 66.1% of your $23.76 billion remaining performance obligations as of December 31,
2025 is expected to be recognized within the next 12 months. Please tell us in what periods you expect to recognize the remaining 33.9% and how your current disclosures reflect the appropriate time bands for your arrangements. In that regard, please
tell us how you considered disclosure around revenue expected to be recognized within 1 year, 2 years, etc. Refer to ASC
606-10-50-13(b).

 United States Securities and Exchange Commission

May 5, 2026

 Page 2

 Response

The Company respectfully acknowledges the Staff’s comment. The Company believes its current disclosure approach is consistent with
Accounting Standards Codification (“ASC”) 606-10-50-13(b), which permits an entity to explain the timing of revenue
recognition either on a quantitative basis using time bands or through qualitative information.

 As of December 31, 2025, the
Company’s total remaining performance obligations (“RPOs”) were approximately $23.76 billion, of which the Company estimated (i) approximately 66% was expected to be recognized as revenue within the next 12 months,
(ii) the substantial majority of the remaining RPOs was expected to be recognized as revenue within the following 24 months, and (iii) the balance was expected to be recognized as revenue thereafter. The Company’s disclosure on page
50 of the Form 10-K includes the aggregate RPO balance, as well as the percentage expected to be recognized in the following 12-month period, which captures the
significant portion of the RPO and what the Company believes to be the quantitatively pertinent time band. The Company also provides a qualitative description of the approach and judgements considered when estimating the timing of revenue
recognition for the RPOs on page 50 of the Form 10-K.

 Substantially all of the Company’s
contracts are long-term construction contracts satisfied over time, and the forecast of when RPOs are expected to be recognized as revenues is subject to meaningful variability arising from, among other items, project accelerations; project
cancellations or delays that can be caused by commercial issues, regulatory requirements, natural disasters, emergencies, adverse weather conditions and other factors; and final acceptance of change orders by customers. Given these factors, the
timing associated with estimates for discrete year-by-year time bands beyond the first 12 months is less certain. The Company believes its disclosure is directly
analogous to the construction scenario in Example 43 of the revenue standard, in which the FASB expressly contemplates qualitative disclosure where the timing of recognition is uncertain. See ASC 606-10-55-306 through 55-307. The Company also notes that the 12-month quantification
time band is consistent with the basis on which it provides financial guidance, which is similarly more difficult to estimate beyond that period.

The Company acknowledges the Staff’s comment, and taking into consideration the factors impacting estimates noted above, the Company
intends to include in future filings, beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Commission on April 30, 2026 (the “Form 10-Q”), the following: (i) a quantitative time band for the estimated recognition of RPOs within 12 months from the period end; (ii) the time band in which the substantial majority of the
remaining RPOs are expected to be recognized (which for the current period, is the following 24 months); (iii) the time band in which the balance of the remaining RPOs are expected to be recognized; and (iv) additional qualitative discussion
regarding the uncertainty inherent in the timing of revenue recognition of RPOs in construction contracts, which reiterates what is included on page 50 of the Form 10-K

 United States Securities and Exchange Commission

May 5, 2026

 Page 3

 The following disclosure is included on page 12 of the Form
10-Q:

 “As of March 31, 2026 and December 31, 2025, Quanta’s remaining
performance obligations were approximately $26.24 billion and $23.76 billion, of which (i) approximately 69% and 66% are expected to be recognized as revenue within the 12 months following March 31, 2026 and December 31,
2025, (ii) a substantial majority of the remaining balance is expected to be recognized within each of the following 24 months, and (iii) the balance is expected to be recognized thereafter. Estimates of the timing of revenue recognition of
remaining performance obligations are subject to change based on, among other things, project accelerations; project cancellations or delays, including but not limited to those caused by commercial issues, regulatory requirements, natural disasters,
emergencies and adverse weather conditions; and final acceptance of change orders by customers. These factors can cause revenues to be realized in periods and at levels that are different than originally projected.”

* * * * *

 If you have any
questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Jayshree Desai, the Company’s Chief Financial Officer, at (713) 351-3835,
Donald C. Wayne, the Company’s Executive Vice President and General Counsel, at (713) 351-3860 or Ryan J. Lynch of Latham & Watkins LLP at (713) 546-7404.

 Very truly yours,

 QUANTA SERVICES, INC.

 By:

 /s/ Jayshree Desai

 Name: Jayshree Desai

 Title: Chief Financial Officer

cc:
 Worthing F. Jackman, Quanta Services, Inc.

Paul M. Nobel, Quanta Services, Inc.

Donald C. Wayne, Quanta Services, Inc.

Ryan J. Lynch, Latham & Watkins, LLP

Ryan J. Maierson, Latham & Watkins, LLP

Clayton M. Heery, Latham & Watkins, LLP

CORRESP
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CORRESP

 April 17, 2026

Via EDGAR Correspondence

 Office of Real
Estate & Construction

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Ameen Hamady and Jeffrey Lewis

Re:
 Quanta Services, Inc.

Form 10-K for the fiscal year ended December 31, 2025

File No. 001-13831

To the addressees set forth above:

 This letter is submitted on
behalf of Quanta Services, Inc. (the “Company”) in response to the comment of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission concerning the above-referenced filing of the Company,
as set forth in your letter to the Company dated April 15, 2026 (the “Comment Letter”).

 As discussed by telephone with Jeffrey
Lewis on April 16, 2026, the Company kindly requests a ten (10) business day extension from the initial response deadline of April 29, 2026 to respond to the Comment Letter. The Company currently expects to respond to the Comment
Letter on or about May 8, 2026.

 Please do not hesitate to contact our counsel at Latham & Watkins LLP, Ryan J. Lynch, at (713) 546-7404 or by email at Ryan.Lynch@lw.com if you have any questions regarding this letter.

Sincerely,

/s/ Donald C. Wayne

Donald C. Wayne

Executive Vice President and General Counsel

cc:
 Ryan J. Lynch, Latham & Watkins LLP

Ryan J. Maierson, Latham & Watkins LLP

Clayton M. Heery, Latham & Watkins LLP

April 15, 2026
Jayshree S. Desai
Chief Financial Officer
Quanta Services, Inc.
2727 North Loop West
Houston, Texas 77008
Re:Quanta Services, Inc.
Form 10-K for the fiscal year ended December 31, 2025
File No. 001-13831
Dear Jayshree S. Desai:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2025
4. Revenue Recognition and Related Balance Sheet Accounts
Performance Obligations, page 76
1.We note that 66.1% of your $23.76 billion remaining performance obligations as of
December 31, 2025 is expected to be recognized within the next 12 months. Please tell
us in what periods you expect to recognize the remaining 33.9% and how your current
disclosures reflect the appropriate time bands for your arrangements. In that regard,
please tell us how you considered disclosure around revenue expected to be recognized
within 1 year, 2 years, etc. Refer to ASC 606-10-50-13(b).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

April 15, 2026
Page 2
            Please contact Ameen Hamady at 202-551-3891 or Jeffrey Lewis at 202-551-6216 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
October 6, 2022
Donald Wayne
General Counsel
Quanta Services, Inc.
2800 Post Oak Boulevard
Houston, Texas 77056
Re:Quanta Services, Inc.
Definitive Proxy Statement on Schedule 14A
Filed on April 14, 2022
File No. 001-13831
Dear Donald Wayne:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Ryan Maierson

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CORRESP

 Quanta Services, Inc.

 2800 Post Oak Blvd.,
Suite 2600

 Houston, Texas 77056-6175

PHONE 713.629.7600

 WEB www.quantaservices.com

NYSE PWR

September 13, 2022

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Attn:
 Barbara Jacobs

Amanda Ravitz

 Division of
Corporation Finance

 Disclosure Review Program

Re:
 Quanta Services, Inc.

Definitive Proxy Statement on Schedule 14A

Filed on April 14, 2022

File No. 001-13831

To the addressees set forth above:

 This letter
sets forth the responses of Quanta Services, Inc. (the “Company,” “we,” “our” and “us”) to the comments provided by the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated August 31, 2022 (the “Comment Letter”) with
respect to the Company’s Definitive Proxy Statement on Schedule 14A (the “2022 Proxy Statement”) filed with the Commission on April 14, 2022.

For your convenience, we have reproduced the comments of the Staff exactly as given in the Comment Letter in bold and italics below and set
forth below the comments the Company’s responses. The Company intends to address the Staff’s comments in its future proxy statements on Schedule 14A (“Future Proxy Statements”) that will be filed with the
Commission, including the Proxy Statement on Schedule 14A relating to its 2023 annual meeting of stockholders, in lieu of filing amendments to its 2022 Proxy Statement.

Definitive Proxy Statement on Schedule 14A, filed April 14, 2022

General

1.
 Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your

 Securities and Exchange Commission

September 13, 2022

  Page
 2

discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether
you will seek prior input from shareholders.

 Response: The Company respectfully acknowledges the Staff’s
comment and confirms that the Company will revise the corporate governance disclosures in Future Proxy Statements to expand the discussion of reasons we believe our leadership structure is appropriate given our specific characteristics and
circumstances, including a discussion of when we might consider combining the Chairman (the “Chair”) of the Company’s Board of Directors (the “Board”) and CEO roles, when shareholders would be
notified about such a change and whether shareholder input would be sought prior to such a change.

2.
 Please expand upon the role that your Chairman of the Board plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Chairman of the Board may:

•

 represent the board in communications with shareholders and other stakeholders;

•

 require board consideration of, and/or override your CEO on, any risk matters; or

•

 provide input on design of the board itself.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company will revise the corporate
governance disclosures in Future Proxy Statements to expand the discussion of the role of the Chair of the Board in the leadership of the Board, including the Chair’s role in the Board’s communication with shareholders and other
stakeholders, in the Board’s consideration of risk matters and in the design of the Board itself.

3.
 Please expand upon how your board administers its risk oversight function. For example, please
disclose:

•

 why your board elected to retain direct oversight responsibility for certain risks rather than assign
oversight to a board committee;

•

 the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you
apply different oversight standards based upon the immediacy of the risk assessed;

•

 whether you consult with outside advisors and experts to anticipate future threats and trends, and how
often you re-assess your risk environment;

•

 how the board interacts with management to address existing risks and identify significant emerging
risks;

 Securities and Exchange Commission

September 13, 2022

  Page
 3

•

 to whom your Chief Compliance Officer reports; and

•

 how your risk oversight process aligns with your disclosure controls and procedures.

 Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company will
revise the corporate governance disclosures in Future Proxy Statements to expand on the Board’s administration of its risk oversight function, including the reasons why the Board elected to retain direct oversight for certain risks, the
timeframe for risk evaluation and application of different oversight standards, the role of outside advisors and experts and the Company’s management in identifying potential threats and risks, the reporting structure for the Chief Compliance
Officer and the connection between the risk oversight process and our disclosure controls and procedures.

*    *    *    *

 Securities and Exchange Commission

September 13, 2022

  Page
 4

 Please direct any
questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

Very truly yours,

Quanta Services, Inc.

By:

 /s/ Donald C. Wayne

Name:

Donald C. Wayne

Title:

Executive Vice President and General Counsel

Cc:

Ryan J. Maierson, Latham & Watkins LLP

Ryan J. Lynch, Latham & Watkins LLP

United States securities and exchange commission logo
August 31, 2022
Donald Wayne
General Counsel
Quanta Services, Inc.
2800 Post Oak Boulevard
Houston, Texas 77056
Re:Quanta Services, Inc.
Definitive Proxy Statement on Schedule 14A
Filed on April 14, 2022
File No. 001-13831
Dear Mr. Wayne:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed on April 14, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Chairman of the Board plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your
Chairman of the Board may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameDonald Wayne
 Comapany NameQuanta Services, Inc.
 August 31, 2022 Page 2
 FirstName LastName
Donald Wayne
Quanta Services, Inc.
August 31, 2022
Page 2

•why your board elected to retain direct oversight responsibility for certain risks rather
than assign oversight to a board committee;
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•to whom your Chief Compliance Officer reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Ryan Maierson

United States securities and exchange commission logo
June 21, 2021
Derrick Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2020
Filed on March 1, 2021
File No. 001-13831
Dear Mr. Jensen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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CORRESP

 Quanta Services, Inc.

 2800 Post Oak
Blvd., Suite 2600

 Houston, Texas 77056-6175

PHONE 713.629.7600

WEB www.quantaservices.com

NYSE PWR

 June 8, 2021

BY EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Ameen Hamady, Staff
Accountant

 Kristi Marrone, Staff Accountant

Office of Real Estate & Construction

Re:
 Quanta Services, Inc.

Form 10-K for the Year Ended December 31, 2020

File No. 001-13831

Ladies and Gentlemen:

 Set forth below please
find the response of Quanta Services, Inc., a Delaware corporation (the “Company” or “our”), to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated May 27, 2021 (the “Comment Letter”), with respect to the above referenced Form 10-K for the year
ended December 31, 2020, filed with the Commission on March 1, 2021. For your convenience, our response corresponds to the captions and numbering included in the Comment Letter and is prefaced by the text of the Staff’s comment in
bold text.

 Form 10-K for the Year Ended December 31, 2020

10. Income Taxes, page 98

1.
 We note your response to comment 2. In future filings, please ensure your disclosures clearly disclose any
material changes impacting your valuation allowance including the facts and circumstances that drove those changes. To the extent material differences exist between your income tax rate reconciliation and the overall change in the valuation
allowance, your disclosures should highlight such material changes including the reasons for such changes.

 United States Securities and Exchange Commission

June 8, 2021

 Page 2

 Response

The Company acknowledges the Staff’s comment and in future filings will disclose any material changes impacting our valuation allowance,
including the facts and circumstances that drove such material changes. The Company will also ensure that in future filings disclosure is provided to highlight and explain any material differences between the Company’s income tax rate
reconciliation and the overall change in the Company’s valuation allowance.

 * * * * *

If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact
Derrick A. Jensen, the Company’s Chief Financial Officer, at (713) 985-6422 or Eileen Boyce of Baker Botts L.L.P. at (713) 229-1343.

Very truly yours,

QUANTA SERVICES, INC.

By:

 /s/ Derrick A. Jensen

Name:

Derrick A. Jensen

Title:

Chief Financial Officer

cc:
 Worthing F. Jackman, Quanta Services, Inc.

Donald C. Wayne, Quanta Services, Inc.

Eileen Boyce, Baker Botts L.L.P.

United States securities and exchange commission logo
May 27, 2021
Derrick Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2020
Filed on March 1, 2021
File No. 001-13831
Dear Mr. Jensen:
            We have reviewed your May 17, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 4, 2021 letter.
Form 10-K for the year ended December 31, 2020
10. Income Taxes, page 98
1.We note your response to comment 2. In future filings, please ensure your disclosures
clearly disclose any material changes impacting your valuation allowance including the
facts and circumstances that drove those changes. To the extent material differences
exist between your income tax rate reconciliation and the overall change in the valuation
allowance, your disclosures should highlight such material changes including the reasons
for such changes.

 FirstName LastNameDerrick Jensen
 Comapany NameQuanta Services, Inc.
 May 27, 2021 Page 2
 FirstName LastName
Derrick Jensen
Quanta Services, Inc.
May 27, 2021
Page 2
            You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Quanta Services, Inc.

2800 Post Oak Blvd., Suite 2600

 Houston, Texas 77056-6175

PHONE 713.629.7600

WEB www.quantaservices.com

NYSE PWR

 May 17, 2021

BY EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Ameen Hamady, Staff Accountant

Kristi Marrone, Staff Accountant

 Office of Real
Estate & Construction

Re:
 Quanta Services, Inc.

Form 10-K for the Year Ended December 31, 2020

File No. 001-13831

Ladies and Gentlemen:

 Set forth below please
find the responses of Quanta Services, Inc., a Delaware corporation (the “Company” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated May 4, 2021 (the “Comment Letter”), with respect to the above referenced Form 10-K for the year
ended December 31, 2020, filed with the Commission on March 1, 2021 (the “Form 10-K”). For your convenience, our responses correspond to the captions and numbering included in the
Comment Letter and are prefaced by the text of the Staff’s comments in bold text.

 Form 10-K for
the Year Ended December 31, 2020

 EBITDA and Adjusted EBITDA, page 47

1.
 We note that EBITDA includes adjustments for the equity in (earnings) losses of non-integral unconsolidated affiliates and interest, taxes, depreciation and amortization of integral unconsolidated entities.

 United States Securities and Exchange Commission

May 17, 2021

  Page
 2

 To facilitate the Staff’s review of the Company’s response to this comment, the
Company will respond in turn to each question raised.

 Response

•

 Tell us what consideration you gave to Question 103.01 of the Non-GAAP
Financial Measures C&DIs when determining that these adjustments were appropriate to arrive at a measure labeled EBITDA.

The Company notes the Staff’s comment and will no longer calculate and present EBITDA to reflect an adjustment for equity in (earnings)
losses of non-integral unconsolidated affiliates in future filings that include an EBITDA measure, beginning with our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2021, filed with the Commission on May 7, 2021 (the “Form 10-Q”). The adjustment for equity in (earnings) losses of
non-integral unconsolidated affiliates will now be reflected in our calculation of adjusted EBITDA. Set forth below is the Company’s reconciliation of EBITDA and adjusted EBITDA included on page 59 of the
Form 10-Q, which reflects the revised presentation.

 Non-GAAP
Reconciliations

 EBITDA and Adjusted EBITDA

The following table shows dollars in thousands.

Three Months Ended

March 31,

2021

2020

 Net income attributable to common stock (GAAP as reported)

$
 89,761

$
 38,686

 Interest expense

12,475

14,006

 Interest income

(117
)

(759
)

 Provision for income taxes

13,724

16,160

 Depreciation expense

62,107

54,410

 Amortization of intangible assets

21,355

17,908

 Income taxes and depreciation included in equity in earnings of integral unconsolidated
affiliates

1,501

—

 EBITDA (a)

200,806

140,411

 Non-cash stock-based compensation

18,687

14,912

 Acquisition and integration costs

1,761

1,883

 Equity in (earnings) losses of non-integral unconsolidated
affiliates

(685
)

2,683

 Change in fair value of contingent consideration liabilities

(363
)

2,758

 Adjusted EBITDA

$
220,206

$
162,647

(a)
 The calculation of EBITDA for the three months ended March 31, 2020 has been amended to conform to the
current period’s calculation of EBITDA.

 With respect to integral unconsolidated affiliates, the Company
determined, after consideration of the facts and circumstances, that certain of its unconsolidated affiliates are operationally integral to its consolidated operations. As such, the results associated with these unconsolidated affiliates have been
included as a component of Operating income within the Company’s Consolidated Statements of Operations, beginning in the second quarter of 2020 and upon the commencement of certain affiliate operations. In light of the operational nature of
these

 United States Securities and Exchange Commission

May 17, 2021

  Page
 3

unconsolidated affiliates, which are integral to our core operations, the Company has identified and included the income taxes and depreciation associated with the integral unconsolidated
affiliates as an adjustment within our calculation of EBITDA in the same manner as our consolidated operations.

•

 Please also advise us how the $9,994 equity in losses of unconsolidated affiliates has been recorded in your
financial statements, as the amount does not reconcile to the discussion of Other income (expense), net found on page 44.

The $10.0 million of equity in losses of non-integral unconsolidated affiliates is included as a
component of Other income (expense), net within the Company’s Consolidated Statements of Operations. The Company’s discussion and analysis of the results included within Other income (expense), net addressed $8.7 million of
impairments, which were a component of the $10.0 million of equity in losses of non-integral unconsolidated affiliates. The remaining activity of $1.3 million within equity in losses of non-integral unconsolidated affiliates during the year ended December 31, 2020 was not considered material to describe the changes within Other income (expense), net during the period, and therefore was not
included in the discussion and analysis found on page 44 of the Form 10-K.

 10. Income Taxes, page 98

2.
 We note that your valuation allowance decreased $60.9 million from December 31, 2019 to
December 31, 2020.

 To facilitate the Staff’s review of the Company’s response to this comment, the
Company will respond in turn to each question raised.

 Response

•

 Given that your effective tax rate reconciliation indicates that the change in the valuation allowance
impacted the reconciliation by approximately $31.1 million please provide us with an understanding of the differences impacting both schedules.

 United States Securities and Exchange Commission

May 17, 2021

  Page
 4

 The $60.9 million decrease in valuation allowance from December 31, 2019 to
December 31, 2020 is composed of the following items (in millions):

 Valuation Allowance as of December 31, 2019

$
104.2

 a. Increase related to certain new deferred tax assets generated in 2020

14.0

 b. Decrease related to updated information regarding certain foreign tax credits

(45.1
)

 c. Decrease related to removal of certain loss carryforwards

(29.4
)

 d. Currency revaluation of prior year valuation allowances

(0.4
)

 Valuation Allowance as of December 31, 2020

$
43.3

 In the table above, Item (a) relates predominantly to state and foreign net operating losses generated
during 2020 that the Company assessed would more likely than not be unrealizable based on operations in the specific jurisdictions in which such losses were generated. Item (b) relates to the reversal of the valuation allowance for certain
foreign tax credits. During the quarter ended December 31, 2020, certain new facts and positive evidence became available, and in management’s view it is now more likely than not that such foreign tax credits will be realized. The changes
in the valuation allowance from December 31, 2019 arising from Items (a) and (b) account for the $31.1 million reduction in valuation allowance on deferred tax assets included in the table reconciling the effective tax rate on page
100 of the Form 10-K.

 In the table above, Item (c) relates to certain loss carryforwards
that are no longer available for use, which are primarily associated with the termination of a telecommunications project in Peru and the disposition of certain other operations. The deferred tax assets, and the related valuation allowance, for
losses generated by specific entities conducting these operations were reversed in the Company’s Consolidated Balance Sheets as of December 31, 2020. As such, the disclosure on page 100 of the Form
10-K, which reflects the deferred tax assets and the valuation allowance, did not include the $29.4 million of certain loss carryforwards. Additionally, the reversals of both the deferred tax assets and
the related valuation allowance are not reflected in the valuation allowance included in the effective tax rate reconciliation on page 100 of the Form 10-K because the reversals were equal and offsetting in
the provision for income taxes for the year ended December 31, 2020.

•

 Furthermore, we note your disclosure that $45.1 million of the $60.9 million decrease in the
valuation allowance related to certain foreign tax credits. Given that your foreign tax credits decreased by only $4.4 million, please further explain the facts and circumstances that led to the $45.1 million decrease in the valuation
allowance related to the foreign tax credits.

 The Company regularly evaluates valuation allowances established for
deferred tax assets for which future realization is uncertain pursuant to Accounting Standards Codification (“ASC”)
740-10-30-16 and ASC
740-10-30-17. The Company considers projected future taxable income and tax planning strategies in making this evaluation as
permitted by ASC 740-10-30-18 through ASC 740-10-30-20. During the quarter ended December 31, 2020, the Company completed a financial restructuring. After considering the impact of the financial restructuring on forecasted

 United States Securities and Exchange Commission

May 17, 2021

  Page
 5

foreign source income, the Company concluded that as of December 31, 2020, based on the weight of all available evidence, the Company would more likely than not realize the benefit of its
deferred tax assets for certain foreign tax credit carryforwards. As a result, the related $45.1 million valuation allowance was reversed during the quarter ended December 31, 2020. The estimated utilization of such foreign tax credits in
the Company’s U.S. federal income tax return for the year ended December 31, 2020 was $4.4 million, which resulted in a decrease in the deferred tax asset for such foreign tax credits in the table of deferred tax assets and
liabilities on page 100 of the Form 10-K. The remaining balance of these tax credits will remain in the table of deferred tax assets and liabilities until they are utilized on a tax return.

* * * * *

 If you have any
questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Derrick A. Jensen, the Company’s Chief Financial Officer, at (713) 985-6422
or Eileen Boyce of Baker Botts L.L.P. at (713) 229-1343.

Very truly yours,

QUANTA SERVICES, INC.

By:

 /s/ Derrick A. Jensen

Name:

Derrick A. Jensen

Title:

Chief Financial Officer

 cc:

   Worthing F. Jackman, Quanta Services, Inc.

   Donald C. Wayne, Quanta Services, Inc.

   Eileen Boyce, Baker Botts L.L.P.

United States securities and exchange commission logo
May 4, 2021
Derrick Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2020
Filed on March 1, 2021
File No. 001-13831
Dear Mr. Jensen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2020
EBITDA and Adjusted EBITDA, page 47
1.We note that EBITDA includes adjustments for the equity in (earnings) losses of non-
integral unconsolidated affiliates and interest, taxes, depreciation and amortization of
integral unconsolidated entities.  Tell us what consideration you gave to Question 103.01
of the Non-GAAP Financial Measures C&DIs when determining that these adjustments
were appropriate to arrive at a measure labeled EBITDA.  Please also advise us how the
$9,994 equity in losses of unconsolidated affiliates has been recorded in your financial
statements, as the amount does not reconcile to the discussion of Other income (expense),
net found on page 44.

10. Income Taxes, page 98
2.We note that your valuation allowance decreased $60.9 million from December 31,

 FirstName LastNameDerrick Jensen
 Comapany NameQuanta Services, Inc.
 May 4, 2021 Page 2
 FirstName LastName
Derrick Jensen
Quanta Services, Inc.
May 4, 2021
Page 2
2019 to December 31, 2020.  Given that your effective tax rate reconciliation
indicates that the change in the valuation allowance impacted the reconciliation by
approximately $31.1 million  please please provide us with an understanding of the
differences impacting both schedules. Furthermore, we note your disclosure that $45.1
million of the $60.9 million decrease in the valuation allowance related to
certain foreign tax credits. Given that your foreign tax credits decreased by only $4.4
million, please further explain the facts and circumstances that led to the $45.1 million
decrease in the valuation allowance related to the foreign tax credits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
August 20, 2020
Derrick A. Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2019
File No. 001-13831
Dear Mr. Jensen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeremy Moore

CORRESP
1
filename1.htm

CORRESP

 Quanta Services, Inc.

 2800 Post Oak Blvd.,
Suite 2600

 Houston, Texas 77056-6175

PHONE 713.629.7600

 WEB www.quantaservices.com

 NYSE PWR

 QUANTA SERVICES, INC. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF THIS LETTER, WHICH WERE REPLACED
WITH THE FOLLOWING PLACEHOLDER “[***]” IN THIS LETTER FILED VIA EDGAR, UNDER RULE 83 OF THE SECURITIES AND EXCHANGE COMMISSION’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT
THE DIVISION OF CORPORATION FINANCE.

 August 3, 2020

BY EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: William Demarest,
Staff Accountant

 Jennifer Monick, Assistant Chief Accountant

Office of Real Estate & Construction

Re:
 Quanta Services, Inc.

Form 10-K for the Year Ended December 31, 2019

File No. 001-13831

Ladies and Gentlemen:

 Set forth below please
find the response of Quanta Services, Inc., a Delaware corporation (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated June 25, 2020 (the “Comment Letter”), with respect to the above referenced Form 10-K for the year ended December 31, 2019, filed
with the Commission on February 28, 2020 (the “Form 10-K”). For your convenience, our responses correspond to the captions and numbering included in the Comment Letter and are prefaced by
the text of the Staff’s comments in bold text.

 The Company respectfully requests confidential treatment of the bracketed information
in this letter, and in the redacted portions of its response dated June 1, 2020 to the comment received from the Staff by letter dated May 5, 2020, in each case pursuant to Rule 83 promulgated by the Commission (17 C.F.R. § 200.83) and has
separately submitted its request for confidential treatment in accordance therewith to the Commission’s Freedom of Information Act office.

 Form 10-K for the Year Ended December 31, 2019

 Notes to Consolidated Financial Statements

14. Commitments and Contingencies

 Peru Project
Dispute, page 104

1.
 We note your discussion of the background. Please address the following regarding the two separate contracts
with PRONATEL.

 United States Securities and Exchange Commission

August 3, 2020

  Page
 2

 Background

As disclosed in the Form 10-K, in 2015 Redes Andinas de Comunicaciones S.R.L.
(“Redes”), a majority-owned subsidiary of the Company, entered into two separate but substantially identical contracts (the “Contracts”) with an agency of the Peruvian Ministry of Transportation and Communications,
currently Programa Nacional de Telecomunicaciones, as successor to Fondo de Inversion en Telecomunicaciones (collectively, “PRONATEL”), pursuant to which Redes agreed to design, construct, operate, and maintain telecommunication
networks in certain adjacent rural regions of Peru (the “Projects”).

 The Projects were large in scale and scope and
included two types of networks in each region: Access Networks and Transportation Networks, covering approximately 2,000 km in the Piura-Tumbes region and approximately 2,200 km in the Cajamarca region. The Contracts provided Redes would design and
build the Access Networks that would connect approximately 1,150 towns in the regions and provide internet access to approximately 2,300 government locations (such as schools, health institutions and police stations) in the regions. After the
construction period, Redes would operate and maintain the Access Networks for a period of ten years, with an additional right to market and sell data capacity and internet service to the public. The Contracts also provided that Redes would design
and build the Transportation Networks to connect the Access Networks to the fiber optic telecommunication backbone in Peru.

 The Contracts
also required Redes to obtain the following surety bonds in favor of PRONATEL: (i) advance payment bonds, in the aggregate amount of approximately $87 million, to secure the correct use of advance payments made by PRONATEL (the
“Advance Payment Bonds”); and (ii) performance bonds, in the aggregate amount of approximately $25 million, to secure the correct and timely performance of the Contracts ( the “Performance Bonds” and,
together with the Advance Payment Bonds, the “Bonds”). The Bonds were issued by an intermediary financial institution, Chubb Seguros Peru S.A. (“Chubb”), in favor of PRONATEL. In addition, in the event of a
termination of the Contracts, Redes was contractually required to transfer the networks, as completed at the time of termination, to PRONATEL, and the parties were required to perform a reconciliation of balances (i.e., a reconciliation of amounts
owed), which, pursuant to Peruvian law, would provide a right to restitution of the value of the performed obligations at the date of termination (the “Performed Value”). Redes began the required transfer process soon after
termination of the Contracts by PRONATEL and, due to the complexity of the Projects, continues to diligently work toward the completion of the transfer process.

Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 1

[***]

•

Please summarize for us the material terms of the contracts with PRONATEL. Your response should address, but not be limited to, your rights and obligations, description of the termination provisions and the nature of
enforceable right to payment upon termination, what constitutes delay or default and the operation of the contract in a delay or default, and ownership and control of the network during the design and construction phase.

Please see Exhibit A and Exhibit B for a summary of certain terms of the Contracts. Each Contract has substantially the same
terms and conditions, except for the amounts of the contract consideration. As the term and construction schedule for each Contract largely coincided, the networks were constructed concurrently.

 United States Securities and Exchange Commission

August 3, 2020

  Page
 3

 Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 2

 [***]

•

Please summarize the nature of the challenges and delays for which relief was provided, summarize the challenges, delays and events that led to termination and tell us the status of the contracts at termination.

 The Projects experienced numerous challenges and delays during the construction period, and Redes obtained several
extensions for weather-related issues, permitting delays (including environmental permitting and other permits and easements) and the inability to acquire certain required parcels of land (due to factors such as local opposition to the Projects and
legal complications with acquiring clear title). Pursuant to the terms of the Contracts, delays not attributable to Redes would result in an extension of applicable deadlines. Throughout the construction period, Redes worked closely with PRONATEL,
which was aware of the challenges and granted numerous extensions pursuant to the terms of the Contracts.

 Rule 83 Confidential
Treatment Requested by Quanta Services, Inc.; request Number 3

 [***]

•

Please describe the contract provisions related to liquidated damages and tell us how the amount of liquidated damages will be determined. In addition, tell us if this is a matter specified by contract and whether it
is pending the results of arbitration.

 As set forth in further detail in Exhibit A, Section 18 of the
Contracts provides for liquidated damages for various aspects of the Projects that vary based on whether the Projects are in the construction period or the operation period. Relevant to the current dispute are liquidated damages provisions related
to lack of performance of certain activities and non-compliance with applicable deadlines during the construction period.

The manner in which the amount of liquidated damages is calculated varies, as there are different types of penalties. Certain liquidated
damages arise upon the occurrence of a specific event and have a fixed amount per event. Others arise upon a delay in the schedule, and thus are calculated depending on the length of the delay (i.e., a fixed amount set per period, including on a per
day basis).

 According to the terms of the Contracts, PRONATEL may deduct the amount of liquidated damages that have been incurred from
future payments under the Contracts. If the pending payments are not sufficient to cover such liquidated damages, Redes must pay any additional amount to PRONATEL within 15 days after receipt of a written notice from PRONATEL. PRONATEL has a right
to call the Performance Bonds pursuant to the terms of the Contracts if Redes does not pay such additional liquidated damages within 15 days after receiving written notice of such amounts owed.

Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 4

[***]

•

Please tell us how the amount of equitable true-up will be determined. In addition, tell us if this is a matter that is pending the results of arbitration.

 United States Securities and Exchange Commission

August 3, 2020

  Page
 4

 Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 5

 [***]

2.
 We note your discussion of the background. Please address the following regarding the advance payment bonds
and performance bonds:

•
 Please summarize the parties to and material terms of the advance payment bonds and performance bonds. Your
response should address, but not be limited to, the exercise provision of the bonds and your obligation to reimburse the surety.

The Advance Payment Bonds were issued by Chubb in favor of PRONATEL at the request of Redes, in the aggregate amount of approximately
$87 million. The stated purpose of the Advance Payment Bonds was to “secure the correct and timely use of the first disbursement” under the Contracts.

Similarly, the Performance Bonds were issued by Chubb in favor of PRONATEL at the request of Redes, in the aggregate amount of approximately
$25 million. The stated purpose of the Performance Bonds was to “secure the correct and timely performance of each and every obligation” under the Contracts.

The Bonds were separate instruments issued by Chubb in favor of PRONATEL. Consistent with customary business practices for long-term,
large-scale construction projects in non-U.S. jurisdictions, the Bonds were unconditional, irrevocable and automatically enforceable, and PRONATEL needed only to send a written notice to Chubb in order to call
the Bonds. Upon receipt of such written notice, Chubb was required to make a payment to PRONATEL within 24 hours under the terms of the Bonds and without regard to the terms of the Contracts.

While the Contracts govern certain actions related to the Bonds, Chubb was not a party to or subject to the terms of the Contracts. In other
words, a dispute between Redes and PRONATEL with respect to the terms of the Contracts did not affect Chubb’s obligation to make the required payment under the Bonds. However, the Company believes that PRONATEL improperly called the Bonds in
violation of the terms of the Contracts and has submitted claims to this effect in the arbitration proceedings.

 The Company’s
obligation to reimburse Chubb is included in the Company’s global underwriting, continuing indemnity and security agreement. Pursuant to that agreement, certain sureties (including the parent company of Chubb) have agreed to procure and issue
bonds on behalf of the Company and its subsidiaries for the benefit of third-party customers, and the Company has agreed to reimburse those sureties for amounts disbursed upon exercise and payment of bonds issued. As such, upon Chubb’s payment
of the Bond proceeds to PRONATEL, the Company was required to reimburse Chubb for the amounts paid.

•
 It appears that you determined exercise of the advance payment and performance bonds trigger a right under
the two separate contracts between Redes and PRONATEL. Please tell us the terms of the bonds or contracts that support that conclusion.

 United States Securities and Exchange Commission

August 3, 2020

  Page
 5

 The purpose of the Advance Payment Bonds according to the terms of the Contracts is to
secure the correct use of the advance payments provided to Redes in connection with construction of the Projects. Thus, in order for PRONATEL to properly call the Advance Payment Bonds, it must be determined that Redes did not use the advance
payments in accordance with the Contracts.

 In the termination provisions of the Contracts, the reconciliation process grants Redes the
right to provide evidence of the expenditures of the funds. Section 20 of the Contracts specifically states, as translated, that “in all cases of termination of the Contracts a reconciliation of balances will be conducted up to the date of
termination.” PRONATEL has not provided Redes with written notice of any alleged breach of its obligation to correctly use the advance payments, has not afforded Redes an opportunity to provide evidence of the correct use of the funds and did
not permit Redes to make payment for any amounts not used correctly. Again, pursuant to the terms of the Contracts, PRONATEL is only entitled to call the Advance Payment Bonds with respect to any alleged portion of the advance payments not correctly
used in accordance with the Contracts.

 The fact that the Bonds were payable on demand by Chubb does not affect PRONATEL’s obligation
to Redes to only call such Bonds as permitted pursuant to the terms of the Contracts. Although Chubb was obligated under the terms of the Bonds to fund the Bond proceeds upon exercise, PRONATEL was in breach of the Contracts by so exercising the
Bonds.

 The Performance Bonds were called by PRONATEL upon termination of the Contracts for alleged delay. Pursuant to the terms of the
Contracts, as summarized in Exhibit A, the Performance Bonds could be exercised by PRONATEL to assess impacts and related costs, including alleged liquidated damages, to PRONATEL in the event of
non-performance by Redes. While PRONATEL has verbally alleged Redes has breached contractual obligations, it has not specified any liquidated damages in writing as required by the Contracts.

Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 6

[***]

3.
 With respect to the contract asset that existed at termination:

•
 Please tell us how you considered the impact from the termination of the contract on your determination that
the asset continues to be a contract asset after termination. For example, if future performance was a condition of the contract asset and such performance is precluded by contract termination, tell us what contract provision supports the existence
of an asset upon termination, in what amount, and to what extent did contract termination change the character of the asset. Within your response, reference the authoritative accounting literature that management relied upon.

 Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 7

[***]

•
 Please tell us why you believe the contract modification guidance in ASC 606 example 9 is applicable to a
contract termination.

 Rule 83 Confidential Treatment Requested by Quanta Services, Inc.; request Number 8

 [***]

 United States Securities and Exchange Commission

August 3, 2020

  Page
 6

4.
 Please provide a more fulsome accounting analysis, with citation to authoritative literature and applicable
contract terms, to support your accounting for the $112 million the Company paid to the surety. Please address in your analysis, but do not limit it to, the following:

•
 The journal entries you used to record the settlement of the Company’s contract liability to the surety
and, if not recognized in the stat

United States securities and exchange commission logo
June 25, 2020
Derrick A. Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2019
File No. 001-13831
Dear Mr. Jensen:
            We have reviewed your June 1, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 5, 2020 letter.
Form 10-K for the year ended December 31, 2019
Notes to Consolidated Financial Statements
14. Commitments and Contingencies
Peru Project Dispute, page 104
1.We note your discussion of the background.  Please address the following regarding the
two separate contracts with PRONATEL.
•Please summarize for us the material terms of the contracts with PRONATEL.  Your
response should address, but not be limited to, your rights and obligations,
description of the termination provisions and the nature of enforceable right to
payment upon termination, what constitutes delay or default and the operation of the
contract in a delay or default, and ownership and control of the network during the
design and construction phase.
•Please summarize the nature of the challenges and delays for which relief was

 FirstName LastNameDerrick A. Jensen
 Comapany NameQuanta Services, Inc.
 June 25, 2020 Page 2
 FirstName LastNameDerrick A. Jensen
Quanta Services, Inc.
June 25, 2020
Page 2
provided, summarize the challenges, delays and events that led to termination and tell
us the status of the contracts at termination.
•Please describe the contract provisions related to liquidated damages and tell us how
the amount of liquidated damages will be determined.  In addition, tell us if this is a
matter specified by contract and whether it is pending the results of arbitration.
•Please tell us how the amount of equitable true-up will be determined.  In addition,
tell us if this is a matter that is pending the results of arbitration.
2.We note your discussion of the background.  Please address the following regarding the
advance payment bonds and performance bonds:
•Please summarize the parties to and material terms of the advance payment bonds and
performance bonds.  Your response should address, but not be limited to, the exercise
provision of the bonds and your obligation to reimburse the surety.
•It appears that you determined exercise of the advance payment and performance
bonds trigger a right under the two separate contracts between Redes and
PRONATEL.  Please tell us the terms of the bonds or contracts that support that
conclusion.
3.With respect to the contract asset that existed at termination:
•Please tell us how you considered the impact from the termination of the contract on
your determination that the asset continues to be a contract asset after termination.
For example, if future performance was a condition of the contract asset and such
performance is precluded by contract termination, tell us what contract provision
supports the existence of an asset upon termination, in what amount, and to what
extent did contract termination change the character of the asset. Within your
response, reference the authoritative accounting literature that management relied
upon.
•Please tell us why you believe the contract modification guidance in ASC 606
example 9 is applicable to a contract termination.
4.Please provide a more fulsome accounting analysis, with citation to authoritative literature
and applicable contract terms, to support your accounting for the $112 million the
Company paid to the surety. Please address in your analysis, but do not limit it to, the
following:
•The journal entries you used to record the settlement of the Company’s contract
liability to the surety and, if not recognized in the statement of operations, the
authoritative literature that supports this determination.
•The on demand nature of the bonds and whether your right to payment from
PRONATEL, which you indicate is triggered by your payment to the surety, is
contingent or alternatively required by law or contract.
•That the bonds secured the performance of the Company of its obligations to provide
goods and services under its contracts with PRONATEL.
•The timing of contract termination (April 2019) relative to the timing of the
Company’s incurrence of a liability to the surety (May 2019).

 FirstName LastNameDerrick A. Jensen
 Comapany NameQuanta Services, Inc.
 June 25, 2020 Page 3
 FirstName LastName
Derrick A. Jensen
Quanta Services, Inc.
June 25, 2020
Page 3
•The authoritative guidance supporting your accounting and the consideration you
gave to the applicability of (1) ASC 606, including, but not limited to, its
requirements for contract combination, variable consideration, and consideration
payable to a customer, (2) ASC 450-30, and (3) ASC 450-20, including the additional
sources of guidance in ASC 410-30-35-9 and SAB Topic 5Y related to claims for
loss recoveries that are subject to litigation..
•The possible alternative accounting treatments you considered and rejected and the
reasons why.
5.Please clarify for us the components of the $120 million net receivable that is reflected on
your balance sheet and the journal entries you booked to recognize it.
6.Please clarify for us the components of the $79.2 million charge on your 2019 income
statement.  In addition, with respect to the $48.8 million reduction in revenue, tell us your
basis in U.S. GAAP for the reversal of revenue.  In this regard, tell us how this reversal of
revenue as well as the other components of the charge are consistent with your assertion
that you have enforceable rights against PRONATEL.
            You may contact William Demarest, Staff Accountant at 202-551-3432 or Jennifer
Monick, Assistant Chief Accountant at 202-551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeremy Moore

CORRESP
1
filename1.htm

CORRESP

 Quanta Services, Inc.

 2800 Post Oak Blvd.,
Suite 2600

 Houston, Texas 77056-6175

PHONE 713.629.7600

 WEB www.quantaservices.com

 NYSE PWR

 June 1, 2020

BY EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jennifer Monick, Assistant Chief Accountant

    William Demarest, Staff Accountant

Office of Real Estate & Construction

Re:  Quanta Services, Inc.

Form 10-K for the Year Ended December 31, 2019

File No. 001-13831

 Ladies and Gentlemen:

 Set forth below please find the response of Quanta Services, Inc.,
a Delaware corporation (the “Company”), to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by
letter dated May 5, 2020 (the “Comment Letter”), with respect to the above referenced Form 10-K for the year ended December 31, 2019, filed with the Commission on February 28,
2020 (the “Form 10-K”). For your convenience, our response corresponds to the captions and numbering included in the Comment Letter and is prefaced by the text of the Staff’s comment in
bold text.

 Form 10-K for the Year Ended
December 31, 2019

 Notes to Consolidated Financial Statements

14. Commitments and Contingencies

 Peru Project Dispute,
page 104

 1.  We note your
disclosure that you have a net receivable of approximately $120 million, which includes approximately $87 million that PRONATEL collected through exercise of the advanced payment bonds. In light of the dispute,
please tell us how you determined it was appropriate to record a net receivable of $120 million from PRONATEL. Within your response, please reference the authoritative accounting literature management relied upon.

 United States Securities and Exchange Commission

June 1, 2020

  Page
 2

 Response

Enclosed with this letter please find information (the “Supplemental Information”) containing the Company’s response
with respect to certain information requested by the Staff. Pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended, the Company
is requesting that such Supplemental Information be returned to it or destroyed upon completion of your review and that, pending its return or destruction, it be withheld from release. The Company further requests that the Freedom of Information Act
officer of the Commission accord such Supplemental Information (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under the rules of the Commission.

 Background

 As disclosed in the Form
10-K, in 2015, Redes Andinas de Comunicaciones S.R.L. (“Redes”), a majority-owned subsidiary of the Company, entered into two separate contracts (the “Contracts”) with an
agency of the Peruvian Ministry of Transportation and Communications (“MTC”), currently Programa Nacional de Telecomunicaciones, as successor to Fondo de Inversion en Telecomunicaciones (collectively, “PRONATEL”),
pursuant to which Redes agreed to design, construct, operate, and maintain certain telecommunication networks in three rural regions of Peru (the “Projects”). At the beginning of the Projects, PRONATEL made advance payments to Redes
totaling approximately $87 million, which were secured by two on-demand advance payment bonds (the “Advance Payment Bonds”) in the aggregate amount of approximately $87 million
posted by Redes to guarantee the proper use of the advance payments in the execution of the Projects. Redes also provided two on-demand performance bonds (the “Performance Bonds”) in the
aggregate amount of $25 million to secure the performance of its obligations under the Contracts.

During execution of the Projects, numerous challenges and delays were experienced, primarily related to issues the Company believes were
outside the control of and not attributable to Redes, as well as various delays the Company believes were attributable to PRONATEL. In response to certain challenges and delays, multiple schedule extensions were requested by Redes and granted by
PRONATEL. However, prior to termination of the Contracts, additional schedule extension requests due to further delays the Company believes were not attributable to Redes were not granted by PRONATEL, and PRONATEL ultimately claimed Redes was in
default under the Contracts and terminated the Contracts for alleged cause in April 2019 prior to Redes’ completion of construction of the Projects. In May 2019, PRONATEL exercised the Advance Payment Bonds and Performance Bonds in full and
indicated its intention to claim damages, including a verbal allegation of liquidated damages of approximately $45 million. Pursuant to the Company’s bonding arrangement, the Company was required to reimburse its bond surety for the
aggregate approximately $112 million paid by the bond surety to PRONATEL upon exercise of the Advance Payment Bonds and Performance Bonds. As a result, Redes subsequently filed for arbitration with the Court of International Arbitration of the
International Chamber of Commerce against PRONATEL and the MTC, claiming (i) wrongful termination of the Contracts; (ii) wrongful execution of the Advance Payment Bonds and Performance Bonds; and (iii) lack of entitlement by PRONATEL
and the MTC to liquidated damages. Redes is further seeking compensation for all

 United States Securities and Exchange Commission

June 1, 2020

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 3

 damages arising from PRONATEL’s actions, including but not limited to (i) repayment of the amounts collected by PRONATEL under the
Advance Payment Bonds and Performance Bonds; (ii) payment of amounts owed for work completed by Redes under the Contracts; (iii) lost income in connection with Redes’ future operation and maintenance of the networks pursuant to the
Contracts and (iv) other related costs and damages to Redes as a result of the improper termination of the Contracts.

Performance under the Contracts commenced in early 2016 with the Contracts being accounted for pursuant to Accounting Standards
Codification (“ASC”) 605-35, Revenue Recognition – Construction-type and production-type contracts, using the percentage-of-completion accounting method. Additionally, pursuant to ASC 605-25, Multiple-element arrangements, the accounting for the Contracts was divided
between the construction (including design) and the operation and maintenance (“O&M”) work scope deliverables, and the total estimated consideration was allocated between the construction and O&M elements using the relative
selling price method in accordance with ASC 605-25-30.

Effective January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, and concluded that it was
appropriate to continue to recognize revenue over time as performance under the Contracts progressed and that the previously determined units of accounting for the construction and O&M scopes of work also met the definition of separate
performance obligations under ASC 606-10-25-19, as each scope of work was determined to be distinct. Accordingly,
there were no substantive changes to the contract accounting as a result of the implementation of ASC 606.

During the construction execution period, billings under the Contracts included the initial advance billings of approximately $87 million
and an additional $13 million of milestone billings. As a result of the advance billings, the Projects were initially in a contract liability position, as billings were in excess of revenues recognized. Please see Part A of the Supplemental
Information. Due to the Contracts terminations and exercise of the approximately $87 million of Advance Payment Bonds and $25 million of Performance Bonds, Redes is pursuing, through arbitration, claims against PRONATEL. However, because of the
inherent uncertainty involved in arbitration proceedings and recovery of amounts owed, there can be no assurance that Redes will prevail on those claims or in defense of liquidated damages claims or any other claims that may be asserted by PRONATEL.
As a result, during the year ended December 31, 2019, the Company recorded a charge to earnings of $79.2 million, which included a reduction of previously recognized earnings on the Projects, a reserve against a portion of the project costs incurred
through the Contracts terminations date, an accrual for a portion of the alleged liquidated damages, and the estimated costs to complete the turnover of the Projects to PRONATEL and close out the Projects. Please see Part B of the Supplemental
Information.

 The following sections provide the basis for the
Company’s conclusions and the authoritative accounting literature relied upon by the Company.

Advance Payment Bonds Receivable

As referenced above, the Advance Payment Bonds were posted to guarantee the proper use of the advance payments in the execution of the
Projects, and therefore were to be exercised by PRONATEL only if it was determined that Redes did not use the advance payments for their intended purpose, in which case Redes would be obligated to return that portion of the advance payments not
properly used. At the time of the Contracts terminations and exercise of the Advance Payment Bonds, Redes had incurred substantially more than the advance payment amounts in the execution of the Projects, and the Company believes Redes had used the
advance payment amounts for their intended purpose. Accordingly, the Company believes that the amounts received by PRONATEL through the exercise of the Advance Payment Bonds were improper and not in accordance with the contractual terms.

 Upon PRONATEL’s exercise of the Advance Payment Bonds and the
Company’s disbursement of cash to reimburse its bond surety for payments to PRONATEL upon such exercise, the Company evaluated whether the cash disbursement of approximately $87 million should be recognized as an asset or as a project
expense or loss. Based on the terms of the Advance Payment Bonds and because the Company believed Redes properly used the advance payments, in connection with the preparation of its financial statements, the Company concluded that Redes has rights
under the Contracts to be repaid the advance payment amounts, and therefore that the

 United States Securities and Exchange Commission

June 1, 2020

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 4

 disbursement should appropriately be accounted for as an asset. The Company also assessed the Advance Payment Bonds receivable for potential
impairment and collectability. The Company relied on the following accounting guidance for its conclusion:

FASB Statement of Financial Accounting Concepts No. 6 – Elements of Financial Statements

 Definitions of elements – Assets

 25. Assets are probable* future economic benefits obtained or
controlled by a particular entity as a result of past transactions or events.

* Probable is used with its usual general meaning, rather than in a specific accounting or technical sense (such as that in FASB Statement
No. 5, Accounting for Contingencies, par. 3), and refers to that which can reasonably be expected or believed on the basis of available evidence or logic but is neither certain nor proved.

 The Company also noted and relied on ASC 310-10-35-2, Impairment of Loans and Receivables, which references the loss contingency model within ASC 450 when evaluating
receivables for potential impairment as follows:

 Impairment
of Loans and Receivables - Subtopic 450-20 provides the basic guidance for recognition of impairment losses for all receivables (except those receivables specifically addressed by other Topics, such as debt
securities).

 ASC 450-20-25, Loss Contingencies – Recognition

General Rule

25-1 When a loss contingency exists, the likelihood that the future event or events will confirm
the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. As indicated in the definition of contingency, the term loss is used for convenience to include many charges against income that are commonly
referred to as expenses and others that are commonly referred to as losses. The Contingencies Topic uses the terms probable, reasonably possible, and remote to identify three areas within that range.

 25-2 An estimated loss
from a loss contingency shall be accrued by a charge to income if both of the following conditions are met:

a. Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. Date of the
financial statements means the end of the most recent accounting period for which financial statements are being presented. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of
the loss.

 b. The amount of loss can be reasonably
estimated.

 The purpose of those conditions is to require
accrual of losses when they are reasonably estimable and relate to the current or a prior period.

 United States Securities and Exchange Commission

June 1, 2020

  Page
 5

 As referenced above and as described further in the Form 10-K, Redes has filed for arbitration and, as a result, if the
parties do not reach settlement outside of the arbitration proceedings, then the expected recovery of the Advance Payment Bonds receivable will be through the arbitration process. Accordingly, the Company evaluated the probability of recovery
through arbitration. Please see Part C of the Supplemental Information. In connection with the preparation of its financial statements, the Company concluded that recovery of the Advance Payment Bonds receivable in arbitration was probable.
Additionally, the Company evaluated the potential collectability of the Advance Payment Bonds receivable from PRONATEL upon a favorable arbitration ruling and concluded no reserve amount was deemed to be probable.

 Residual Contract Asset

 As disclosed in the Form 10-K, at the time the Contracts were
terminated, Redes had incurred costs of approximately $157 million in the construction of the Projects and had received approximately $100 million of payments (inclusive of the advance payments of approximately $87 million) from PRONATEL. Please see
Part D of the Supplemental Information.

 Upon termination of the
Contacts, the Company referenced the provisions of ASC 606 in evaluating its residual contract asset position. Specifically, due to the dispute situation between Redes and PRONATEL, the Company relied on ASC 606 Example 9 – Unapproved
Change in Scope and Price which refers to the variable consideration model and the need to constrain estimates of variable consideration as follows:

Example 9—Unapproved Change in Scope and Price

55-134 An entity enters into a contract with a customer to construct a building on
customer-owned land. The contract states that the customer will provide the entity with access to the land within 30 days of contract inception. However, the entity was not provided access until 120 days after contract inception because of storm
damage to the site that occurred after contract inception. The contract specifically identifies any delay (including force majeure) in the entity’s access to customer-owned land as an event that entitles the entity to compensation that is equal
to actual costs incurred as a direct result of the delay. The entity is able to demonstrate that the specific direct costs were incurred as a result of the delay in accordance with the terms of the contract and prepares a claim. The customer
initially disagreed with the entity’s claim.

 55-135 The entity assesses the legal basis of the claim and determines, on the basis of the underlying contractual terms, that it has enforceable rights. Consequently, it accounts for the claim as a

United States securities and exchange commission logo
May 5, 2020
Derrick A. Jensen
Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Re:Quanta Services, Inc.
Form 10-K for the year ended December 31, 2019
File No. 001-13831
Dear Mr. Jensen:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2019
Notes to Consolidated Financial Statements
14. Commitments and Contingencies
Peru Project Dispute, page 104
1.We note your disclosure that you have a net receivable of approximately $120 million,
which includes approximately $87 million that PRONATEL collected through exercise of
the advanced payment bonds.  In light of the dispute, please tell us how you determined it
was appropriate to record a net receivable of $120 million from PRONATEL.  Within
your response, please reference the authoritative accounting literature management relied
upon.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Demarest, Staff Accountant at 202-551-3432 or Jennifer

 FirstName LastNameDerrick A. Jensen
 Comapany NameQuanta Services, Inc.
 May 5, 2020 Page 2
 FirstName LastName
Derrick A. Jensen
Quanta Services, Inc.
May 5, 2020
Page 2
Monick, Assistant Chief Accountant at 202-551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mail Stop 4631
July 13 , 2016

Via E -Mail
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2015
Filed February 29, 2016
File No. 1 -13831

Dear Mr. Jensen :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a  defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filin g includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

CORRESP
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CORRESP

 July 11, 2016

 John Cash

 Branch Chief

 Office of Manufacturing and Construction

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

Form 10-K for the year ended December 31, 2015

Filed February 29, 2016

File No. 1-13831

 Dear Mr. Cash:

We are providing the following responses to the comment letter dated June 27, 2016 from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings by Quanta Services, Inc. (the “Company” or “Quanta”). The responses provided below are numbered to
correspond to the Staff’s comments, which have been reproduced herein for ease of reference.

 Form 10-K for the Fiscal Year Ended December 31,
2015

 Consolidated Financial Statements

2. Summary of Significant Accounting Policies, Revenue Recognition, page 98

1.
We note your response to prior comment 4 from our letter dated April 28, 2016. To the extent that material positive and negative changes in estimates offset each other in a period, please revise future filings
to separately quantify and disclose their impact. In addition, we note in MD&A you attribute declines in gross profit margins during the year ended December 31, 2015 to $73 million in contract losses you recorded during the period; however,
we note no disclosures that indicate the contract losses were offset by positive changes in estimates on other contracts that you recorded during the same period. Please revise MD&A in future filings to separately disclose and discuss the
impact of material positive and negative changes in estimates during each period presented.

 Response:

The Company confirms to the Staff that in future filings it will separately disclose and discuss the impact of offsetting positive and negative
changes in estimates that are material, when considering quantitative and qualitative materiality factors, within its financial statement footnotes and MD&A.

 U.S. Securities and Exchange Commission

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 2

 Form 8-K filed on May 5, 2016

2.
It appears to us you may not adequately explain why each non-GAAP financial measure you present is useful to investors and may not explain or properly present the tax effects of adjustments to your non-GAAP financial
measures which may be inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next earnings release.

Response:

 The Company advises the Staff
that it will review the updated Compliance and Disclosure Interpretations issued on May 17, 2016 and incorporate the guidance as appropriate in its future earnings releases.

*****

 Quanta Services, Inc. acknowledges that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this information, the
Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (713) 985-6422 or by facsimile at (713) 629-7671.

 2

 U.S. Securities and Exchange Commission

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 3

Very truly yours,

     /s/ Derrick A. Jensen

Derrick A. Jensen

Chief Financial Officer

cc:
Worthing F. Jackman

 Chairman, Audit Committee

Mindy Hooker

 Anne McConnell

 Securities and Exchange Commission

David A. Carroway

PricewaterhouseCoopers LLP

 Gene
Oshman

 Baker Botts L.L.P.

 3

Mail Stop 4631
June 27, 2016

Via E -mail
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2015
Filed February 29, 2016
File No. 1 -13831

Dear Mr. Jensen :

We have reviewed  your May 26, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to com ments in our April 28,
2016  letter .

Form 10 -K for the year ended December 31, 2015

Consolidated Financial Statements
2. Summary of Significant Accounting  Policies, Revenue Recognition, page 98

1. We note your response to prior comment 4 from our let ter dated April 28, 2016.  To the
extent that material positive and negative changes in estimates offset each other in a
period, please revise future filings to separately quan tify and disclose their impact.  In
addition, we note in MD&A you attribute decl ines in gross profit margins during the year
ended December 31, 2015 to $73 million in contract losses you recorded during the
period; however, we note no disclosures that indicate the contract losses were offset by
positive changes in estimates on other c ontracts that you r ecorded during the same period.

Mr. Derrick A. Jensen
Quanta Services, Inc.
June 27, 2016
Page 2

 Please revise MD&A in future filings to separately disclose and discuss the impact of
material positive and negative changes in estimates during each period presented.

Form 8 -K filed on May 5, 2016

2. It appears to us you may not adequately explain why each non -GAAP financial measure
you present is useful to investors and may not explain or properly present the tax effects
of adjustments to your non -GAAP financial measures which may be inconsistent with the
updated Compliance and Disclosure Interpre tations issued on May 17, 2016.   Please
review this guidance when preparing your next earnings release.

You may contact Mindy Hooker at (202) 551 -3732, Anne McConnell at (202) 551 -3709
or me at (202) 551 -3768 wi th any questions.

Sincerely,

/s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

CORRESP
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CORRESP

 May 26, 2016

John Cash

 Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington,
DC 20549

Re:
 Quanta Services, Inc.

Form 10-K for the year ended December 31, 2015

Filed February 29, 2016

File No. 1-13831

 Dear
Mr. Cash:

 We are providing the following responses to the comment letter dated April 28, 2016 from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings by Quanta Services, Inc. (the “Company” or “Quanta”). The
responses provided below are numbered to correspond to the Staff’s comments, which have been reproduced herein for ease of reference.

 Form
10-K for the Fiscal Year Ended December 31, 2015

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36

 Results of Operations, page 42

1.
 Please revise future filings to more fully explain the specific facts and circumstances that resulted in
declines in revenues and gross profit margin. Please expand your current disclosures to address:

 To
facilitate the Staff’s review of the Company’s response to this comment, the Company will respond in turn to each question raised.

•

 the reasons for reduced customer spending and delays in project timing in your electric power segment;

 Response:

The Company advises the Staff that it will include in future filings disclosure addressing the reasons for reduced customer
spending and project delays to the extent such information is

 U.S. Securities and Exchange Commission

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 2

 material and
reasonably available to support reliable disclosure. For example, the Company included the following disclosure with respect to regulatory challenges causing reduced customer spending and project delays in its Quarterly Report on Form 10-Q for the three months ended March 31, 2016 (the “Form 10-Q”) (emphasis added):

Revenues decreased $147.6 million, or 7.9%, to $1.71 billion for the three months ended March 31,
2016. This decrease is primarily attributable to a decrease in revenues from oil and gas infrastructure services due to fluctuations in project timing primarily as a result of regulatory delays on certain larger pipeline projects associated
with access and environmental permits from government agencies and, to a lesser extent, from reduced demand for services due to lower oil prices and their impact on customer spending. Also contributing to the decrease in revenues was lower
electric power infrastructure services revenues resulting from reduced customer spending on large electric transmission projects as customers in this industry face heightened regulatory and environmental requirements from state and federal
agencies and more stringent permitting processes with various regional system operators. This increased regulatory environment has impacted the timing of existing projects and delayed the development of other necessary infrastructure
projects, which had a corresponding negative impact on the level of demand for our services.

•

 how you determine if revenue declines are due to general industry conditions as opposed to a
reduction in your market share;

 Response:

The Company advises the Staff that management makes such distinctions based on knowledge of general industry trends, including
the projects being awarded industry-wide, and knowledge of the Company’s overall project portfolio, customer feedback and resource deployment, and the projects awarded to the Company. The Company also compares its level of activity, including
revenue growth or decline, against those of industry peers to determine if changes in revenue are consistent with industry trends. For example, management believes that the Company’s decline in consolidated revenues of approximately 7.9% for
the first quarter of 2016 is comparable to the Company’s industry peers, as a majority of the Company’s peers also reported comparable revenue declines in the first quarter of 2016. In addition, the Company monitors commentary by its peers
and industry publications about market dynamics and outlook to determine if they are identifying trends that differ from what Quanta is experiencing.

•

 the percent of revenues related to large electric transmission projects during each period; and

 Response:

The Company notes that it sometimes references “large electric transmission projects” and similar descriptions in its
MD&A disclosure. This discussion is supplemental and qualitative in nature, and is provided in an effort to enhance the quantitative disclosure. Perhaps the most significant example of this disclosure is the paragraph captioned “Larger
versus smaller transmission projects” in the “Understanding Margins” section of MD&A on page 43 of the

 2

 U.S. Securities and Exchange Commission

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 3

 Form 10-Q. This disclosure is intended to provide users with an understanding of how the Company’s margins can be affected by changes in the mix of revenues from larger versus smaller projects as a general
concept and as a basis of reference in MD&A for factors impacting customer spending and Quanta’s results of operations for the period. For example, the Company notes in MD&A that “larger projects typically yield opportunities for
higher margins as [the Company assumes] a greater degree of performance risk and allow for a higher degree of utilization of [the Company’s] resources for longer construction timeframes.”

Although Quanta believes this disclosure can add to investors’ understanding of the business, the Company advises the
Staff that “larger projects” and similar descriptions are relative terms, which include a multitude of qualitative considerations, and management has not historically defined specific parameters regarding such terms or quantitative metrics
with respect thereto as part of managing the Company’s business. Additionally, such terms do not lend themselves to precise, quantitative categorization; instead, the “larger” versus “smaller” distinctions are based on
management’s general knowledge of its project portfolio, customer feedback, resource deployment, industry trends and other specific project knowledge. Management has used such terms to highlight to investors differences in risk or margin
opportunity profiles when it describes certain projects that may have longer terms or other qualitative characteristics such as higher voltage capacities, larger diameter throughput capacities, increased construction or design complexities, more
difficult terrain requirements or longer distance requirements. These and other types of qualitative characteristics, which can lead to higher margin opportunities, may vary by project and are inherently difficult to distill into a repeatable set of
criteria that can be applied across the Company’s business to produce a reliable quantitative metric that is meaningful for comparisons over a multi-year basis.

Even if the Company were able to use an objective, revenue-based measure to delineate “large” projects, such an
approach would raise difficult categorization issues, such as those raised by including the impact of substantial change orders to contract values on initially smaller, lower margin projects, excluding relatively simple and competitively bid
projects that initially exceed the threshold value and including larger contracts that have a high percentage of value attributable to materials (for which little or no margin is attributable) or a high percentage of work subcontracted to third
parties (thereby transferring risk and related margin opportunities to third parties). Management believes that such distinctions would ultimately require an arbitrary cut–off for reporting the difference between larger and smaller projects,
which may lead to similar projects with similar attributes being categorized differently. Therefore, the reporting of revenues based on the “larger/smaller” project metric may cloud, rather than illuminate, investor understanding of the
Company’s business and results of operations.

 The Company further advises the Staff that its financial systems and
processes are not designed to reliably categorize projects for quantitative disclosure on a sub-segment basis. The Company’s financial systems and processes enable management to review individual projects; however, reliable categorizations of
projects based on specific sub-segment attributes such as “electric transmission” or “larger electric transmission” are not available. Further, the percent of revenue attributable to such projects is not used by management to
evaluate or manage the business, and as a result the Company has not implemented financial systems or disclosure controls and procedures necessary to enable reliable, precise quantification at the sub-segment level for disclosure purposes.

 3

 U.S. Securities and Exchange Commission

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 4

•

 the additional factors beyond contract losses that resulted in the significantly lower gross profit margin.

 Response:

The Company respectfully advises the Staff that it has historically presented disclosure of consolidated gross profit and gross
margin in MD&A in a manner that both provides a discussion of the significant directional drivers of the business and includes additional detail on the underlying components of these changes in the segment results to the extent material. For
example, in the Results of Operations for the Electric Power Infrastructure Services segment of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”), the Company provided the
following discussion of additional factors beyond contract losses that resulted in lower gross margin (emphasis added):

Operating income decreased $100.7 million, or 21.7%, to $362.3 million for the year ended
December 31, 2015. Operating income as a percentage of segment revenues decreased to 7.3% for the year ended December 31, 2015 from 8.7% for the year ended December 31, 2014. These decreases were primarily due to a decrease in
revenues from large electric transmission projects mentioned above, which typically yield higher margins, and a corresponding increase in lower margin revenues from smaller scale transmission work. This change in revenue mix also resulted in
increased inefficiencies associated with transitioning between smaller projects that are not experienced during continuous production on larger projects, as well as certain large transmission resources being underutilized during the year ended
December 31, 2015. In addition, operating income and operating income as a percentage of segment revenues decreased in 2015 due to the negative impact of approximately $66 million in aggregate losses recorded during the year ended
December 31, 2015 on two projects due to increased costs associated with performance and site related factors that adversely impacted production. These projects include a power plant project in Alaska expected to be complete in mid-2016 and an
electric transmission project in Canada that was substantially completed during the third quarter of 2015. Also contributing to the decreases was the negative impact on production for various projects due to heavy snowfall and other
unfavorable weather conditions in certain areas of Canada and the northern United States during the first three months of 2015 and a property and equipment impairment of $6.6 million related to certain international renewable energy services
operations. Additionally, lower emergency restoration services revenues impacted margins since such services typically yield higher margins. Operating income and margins during 2014 were negatively impacted by the $102.5 million charge to
provision for long-term contract receivable associated with an electric power infrastructure services project completed in 2012 described above.

The Company acknowledges the Staff’s comment and, in future filings, will continue to include narrative discussion
related to the underlying reasons for material changes in gross margin to the extent available.

 4

 U.S. Securities and Exchange Commission

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 5

2.
 For contracts for which you recorded losses during 2015, please tell us and revise future filings to
address:

 To facilitate the Staff’s review of the Company’s response to this comment, the
Company will respond in turn to each question raised.

•

 How losses are estimated …

Response:

 The Company
advises the Staff that it views the process for the development of loss project estimates as inherent to, and the same as, the project cost estimation process applied across all of Quanta’s customer contracts, which is more fully described in
Note 2 of the Notes to Consolidated Financial Statements in the Form 10-K, at pages 98-99, and reproduced below:

The cost estimation process is based on professional knowledge and experience of our engineers, project
managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts
and therefore, our profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project by
project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined.
Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. If actual results significantly differ from our estimates used for revenue
recognition and claim assessments, our financial condition and results of operations could be materially impacted.

Considering the Staff’s comments and in order to more fully disclose how losses are estimated and the specific facts and
circumstances that can lead to them, the Company notes that in future filings it will expand the revenue recognition accounting policy disclosure by incorporating the following language, which was previously included in Item 1A. Risk Factors in
the Form 10-K, into the discussion referenced above and the related discussion included in MD&A:

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in
a variety of factors including unforeseen circumstances not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of
equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or
contract termination and our inability to obtain reimbursement for such costs or recover on such claims;

 5

 U.S. Securities and Exchange Commission

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 6

weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks
inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects.

•

 … and the specific facts and circumstances that lead to [the losses];

•

 The total contract value and percent complete;

•

 If applicable, the specific facts and circumstances that resulted in additional losses beyond initial loss
estimates;

•

 The current status of loss contracts …

Response:

 The Company
advises the Staff that, with respect to the $73 mi

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May 2, 2016

 Jeremy Moore

 TEL: 7132291626

FAX: 7132292826 jeremy.moore@bakerbotts.com

 Mindy Hooker

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

Form 10-K for the year ended December 31, 2015

Filed February 29, 2016

File No. 1-13831

 Dear Ms. Hooker:

As I indicated to you by telephone on May 2, 2016, we are requesting, on behalf of our client, Quanta Services, Inc. (“Quanta”),
an extension regarding the proposed date to file Quanta’s response to the comment letter dated April 28, 2016 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding the above-referenced filing by
Quanta due in part to Quanta’s ongoing preparation of its Quarterly Report on Form 10-Q. Quanta expects to provide its response to the comment letter by no later than May 26, 2016. The additional time should be sufficient to compile the
information needed to respond to the comments and to have the responses appropriately reviewed by Quanta’s Audit Committee and independent registered public accounting firm.

If you have any questions or require additional information regarding this submission, you may contact me at 713.229.1626.

Very truly yours,

/s/ Jeremy L. Moore

cc:
John Cash

Anne McConnell

Securities and Exchange Commission

Mail Stop 4631
April 28, 2016

Via E -Mail
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2015
Filed February 29, 2016
File No. 1 -13831

Dear Mr. Jensen :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional  comments.

Form 10 -K for the year ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
36
Results of Operations, page 4 2

1. Please revise future filings to more fully explain the specific facts and circu mstances that
resulted in declines in revenues and gross profit margin.  Please expand your current
disclosures to address: the reasons for reduced customer spending and delays in project
timing in your electric power segment; how you determine if revenue declines are due to
general industry conditions as opposed to a reduction in your market share; the percent of
revenues related to large electric transmission projects during each period; and the
additional factors beyond contract losses that resulted in t he significantly lower gross
profit m argin.

Mr. Derrick A. Jensen
Quanta Services, Inc.
April 28, 2016
Page 2

2. For contracts for which you recorded losses during 2015, please tell us and revise future
filings to address:
 How losses are estimated and the specific facts and circumstances that lead to
them;
 The total contract value and percent complete;
 If applicable, the specific facts and circumstances that resulted in additional losses
beyond initial loss estimates;
 The current status of loss contracts and the range of reasonably possible additional
losses, i f applicable; and
 The nature and magnitude of other contracts for which material contract losses are
reasonably possible.

Liquidity and Capital Resources, page 48
Contractual Obligations, page 55

3. Please revise future filings to include estimated interest  payments related to long -term
debt.

Consolidated Financial Statements
2.  Summary of Significant Accounting Policies, Revenue Recognition, page 98

4. We note your disclosure that operating resul ts for the years ended December  31, 2015
and 2014 were “impact ed by less than 5% as a result of changes in contract estimates
related to projects th at were in progress at December  31, 2014 and 2013 .”  However, we
also note that you recorded $73 million in contract losses during the year ended
December 31, 2015.  Plea se explain to us how you determine changes in contract
estimates required to be disclosed and how you determine their impact on your operating
results.  It is not clear to us if or how the contract losses you recorded were considered in
your change in esti mate disclosures.  If contract losses were not considered in your
change in estimate dis closures, please tell us why.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ade quacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

Mr. Derrick A. Jensen
Quanta Services, Inc.
April 28, 2016
Page 3

  staff comments o r changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person  under the federal securities laws of the United
States.

You may contact Mindy Hooker  at (202) 551 -3732, Anne McConnell at (202) 551 -3709
or me at (202) 551 -3768  with any questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

August  18, 2014

Via facsimile
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2013
Filed March 3, 2014
File No.  1-13831

Dear Mr. Jensen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 August 1, 2014

 John
Cash

 Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

 Form 10-K for the year ended December 31, 2013

Filed March 3, 2014

Definitive Proxy Statement on Schedule 14A

Filed April 10, 2014

 Dear Mr. Cash:

 We are providing the following responses to the comment letter dated July 18, 2014 from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings by Quanta Services, Inc. (the “Company” or “Quanta”). The responses provided below are numbered to correspond to the
Staff’s comments, which have been reproduced herein for ease of reference.

 Definitive Proxy Statement filed April 10, 2014

Compensation Discussion and Analysis, page 24

2013 Grants of Plan-Based Awards Table, page 51

1.
We note your response to comment two of our letter dated June 3, 2014. Because the compensation committee established the performance conditions for awards under your 2013 Supplemental Incentive Plan in 2013,
communicated such performance conditions to the named executive officers in 2013, and all company decisions necessary to determine the amount of the award were made in 2013, it continues to appear to us that the grant date of such awards is 2013 and
the 2013 Grants of Plan-Based Awards Table should reflect such awards. Please see Question 119.23 of the Compliance and Disclosure Interpretations for Regulation S-K and Instruction 8 to Item 402(d) of Regulation S-K. Please tell us why you
believe that the awards made under the 2013 Supplemental Incentive Plan were not granted in 2013 despite the performance conditions being established and met in 2013. In the alternative, please provide us with an example of what your revised
disclosure would have looked like for this past fiscal year.

 U.S. Securities and Exchange Commission

 Page
 2

 Response:

The Company notes that Instruction 8 to Item 402(d) provides that the grant date for an equity award is determined pursuant to FASB ASC
Topic 718 (“ASC 718”). ASC 718 provides that an “employer becomes contingently obligated on the grant date to issue equity instruments or transfer assets to an employee who renders the requisite service.” ASC 718-10-55-82 further
provides that the “grant date will be the date that an employee begins to benefit from, or be adversely affected by, subsequent changes in the price of the employee’s equity shares.”

With respect to the 2013 Supplemental Incentive Plan awards in question, no award was made until 2014. During 2013, the named executive
officers had no rights in these possible awards, despite the Company having informed the executives of their respective target amounts and the performance criteria to be used in determining the value of awards ultimately granted under the 2013
Supplemental Incentive Plan. As a result, the Company was not at any point during 2013 contingently obligated to make any awards to the named executive officers under the 2013 Supplemental Incentive Plan even if all performance criteria established
with respect thereto were met during 2013. With respect to the awards granted to the named executive officers in March 2014, the compensation committee exercised complete discretion in determining not just whether performance criteria were met, but
more fundamentally whether any awards were granted at such time, and the amount of such awards (regardless of whether the performance criteria established under the 2013 Supplemental Incentive Plan were achieved). Such performance criteria were used
by the compensation committee only as a guidepost in ultimately determining the amount of equity awards to be granted to the named executive officers, and the compensation committee could have determined to grant more or fewer awards than would
otherwise be calculated based on the achieved performance criteria.

 The Company further notes that it includes in its compensation
disclosure the performance criteria established with respect to its supplemental incentive plans, not because such criteria are terms of an award, but rather because such criteria is a component of how the Company determines the amount of awards
granted to its named executive officer’s compensation, as required by Regulation S-K Item 402(b)(1)(v).

 *****

Quanta Services, Inc. acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this information, the
Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (713) 985-6422 or by facsimile at (713) 629-7671.

 2

 U.S. Securities and Exchange Commission

 Page
 3

Very truly yours,

 /s/ Derrick A. Jensen

Derrick A. Jensen

Chief Financial Officer

cc:
Bernard Fried

 Chairman, Audit Committee

Leland Benton

 Mindy Hooker

Anne McConnell

 Securities and
Exchange Commission

 David A. Carroway

PricewaterhouseCoopers LLP

 Gene
Oshman

 Baker Botts L.L.P.

 3

July 18 , 2014

Via facsimile
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2013
Filed March 3, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 10, 2014
File No. 1 -13831

Dear Mr. Jensen :

We have read your response to our letter dated June 3, 2014  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advisi ng us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additi onal comments.

Definitive Proxy Statement filed April 10, 2014

Compensation Discussion and Analysis, page 24

2013 Grants of Plan -Based Awards Table, page 51

1. We note your response to comment two of  our letter dated June 3, 2014.  Because the
compensation committee established the performance conditions for awards under your
2013 Supplemental Incentive Plan in 2013, communicated such performance conditions
to the named executive officers in 2013, and all company decisions necessary to
determine the amount of the award were made in 2013, it continues to appear to us that
the grant date of such awards is 2013 and the 2013 Grants of Plan -Based Awards Table
should reflect such aw ards.   Please see Question 119.23 of the Compliance and
Disclosure Interpretations for Regulation S -K and Instruction 8 to  Item 402(d) of
Regulation S -K.  Please tell us why you believe that the awards made under the 2013

Mr. Derrick A. Jensen
Quanta Services, Inc.
July 18 , 2014
Page 2

 Supplemental Incentive Plan were not granted in 2013 despite the performance
conditions bein g established and met in 2013.   In the alternative, please provide us with
an example of what your revised disclosure would have looked like for this past fiscal
year.

We urge all persons who are responsible for the accuracy and adequacy of the disclosur e
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosur e, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

You may contact  Mindy Hooker  at (202) 551 -3732  or Anne McConnell  at (202) 551 -
3709 if you have questions regarding comments on the financial statements and related matters.
Please contact  Leland Benton  at (202) 551 -3791  or me at (202) 551 -3768  with any other
questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
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CORRESP

 June 30, 2014

 John
Cash

 Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

 Form 10-K for the year ended December 31, 2013

Filed March 3, 2014

Definitive Proxy Statement on Schedule 14A

Filed April 10, 2014

 Form
10-Q for the quarter ended March 31, 2014

 Filed May 8, 2014

File No. 1-13831

 Dear Mr. Cash:

We are providing the following responses to the comment letter dated June 3, 2014 from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings by Quanta Services, Inc. (the “Company” or “Quanta”). The responses provided below are numbered to correspond to the
Staff’s comments, which have been reproduced herein for ease of reference.

 Form 10-K for the Fiscal Year Ended December 31, 2013

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 38

Segment Results, page 47

1.
We note that you do not quantify the impact of the various factors that affected your revenues from period to period. For example, on page 47, you state that the Electrical Power and Infrastructure Services revenues
were negatively impacted by lower revenues related to renewable energy projects, but you do not quantify the impact. Similarly, you do not quantify the impact of the increase in pipeline projects in the Oil and Gas Infrastructure Services segment.
These are just examples. In future filings please quantify the effects of such factors and also discuss whether you believe these factors are the result of a trend, and, if so, whether you expect it to continue and how it may impact your financial
condition and results of operations. Please also discuss the impact of individual material projects, as appropriate. See Item 303 of Regulation S-K and SEC Release No. 33-8350. Please supplementally show us what your revised
disclosure will look like in future filings.

 U.S. Securities and Exchange Commission

Page 2

 Response:

The Company advises the Staff that it will include quantitative disclosure in its future filings relating to factors affecting revenues from
period to period to the extent information is reasonably available to support precise, reliable quantitative disclosures.

 The Company
advises the Staff that its financial information systems and processes have been designed to provide reliable quantitative disclosure at the reporting segment level, which is the level at which the enterprise is managed. Although the Company’s
financial information systems provide management the ability to review individual projects, supplemental data categorizing projects into various customer or project attributes within segments (e.g., projects related to unconventional shale plays or
renewable energy) is not regularly reviewed or scrutinized by management, is not subject to the specific requirements of disclosure controls and procedures, and accordingly in substantially all cases is not sufficiently reliable to enable precise
quantification for disclosure purposes. Even when management can identify one or more specific projects having common attributes, the Company generally cannot categorize projects into sub-segment attributes to derive specific and precise
segment-wide or Company-wide results with the certainty it expects for its filings with the Commission due to the absence of disclosure controls and procedures for such categorizations. Providing precise and reliable quantitative disclosure with
respect to a multitude of sub-categories within each of the Company’s segments would require substantial time and effort on the part of management to design and implement processes and controls around such information, which information is not
ultimately needed or used to manage the Company’s business.

 The Company acknowledges the Staff’s request to quantify the impact
of the increase in pipeline projects in the Oil and Gas Infrastructure Services segment relating to unconventional shale development and the impact of the decrease in Electric Power Infrastructure Services segment revenues related to renewable
energy projects. The Company notes that it has included in the discussion referenced by the Staff supplemental qualitative and directional discussion with respect to such sub-segment categories as part of its comprehensive disclosure based on
management’s knowledge of customer feedback, resource deployment, industry trends and specific project knowledge. The Company respectfully submits, however, that quantifiable data with respect to these sub-segment categories is not used by
senior management to conduct the Company’s business and has not historically been captured within the Company’s financial information systems in a fashion that would support precise, reliable quantitative disclosures. For example, with
respect to renewable energy projects, management is able to identify specific projects that have experienced a decline in revenue from period to period. Coupled with management’s understanding of industry trends and circumstances, such as the
change in tax incentives with respect to renewable projects generally, the Company believes it is helpful to an investor’s understanding of its results of operations to provide qualitative and directional disclosure with respect to such period
to period changes. However, the Company’s disclosure controls and procedures do not operate and are not reviewed in a way that supports identifying all projects that may be categorized as renewable energy, and therefore the Company is not able
to provide precise, reliable quantitative disclosure at this sub-category level.

 U.S. Securities and Exchange Commission

 Page
 3

 In response to the Staff’s request that the Company also discuss whether it believes
these factors are the result of a trend and, if so, whether such trends are expected to continue and how such trends may impact the Company’s financial condition and results of operations, the Company advises the Staff that such discussion is
provided as part of management’s forward-looking disclosures in the Outlook section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, beginning on page 66 of the Form 10-K for the year ended
December 31, 2013 and page 55 of the Form 10-Q for the quarter ended March 31, 2014.

 The Company confirms to the Staff that, to
the extent the status of individual contracts or events would materially impact a financial statement user’s understanding of the Company’s consolidated or segment revenues, it will include relevant disclosure in future filings similar to
the revised disclosure above. The Company advises the Staff, however, that historically the Company has had few customers that accounted for more than 10% of the Company’s revenues within a period, and revenues from such customers were
typically derived from multiple separate and distinct contracts or projects.

 For the reasons discussed above, the Company respectfully
submits that the revised disclosure requested by the Staff as supplemental information would not be appropriate.

 Definitive Proxy Statement filed
April 10, 2014

 Compensation Discussion and Analysis, page 24

2013 Grants of Plan-Based Awards Table, page 51

2.
We note that the information disclosed under the heading “Estimated Possible Payments Under Equity Incentive Plan Awards” in the Grants of Plan-Based Awards table does not match the disclosure on page 36
regarding the Supplemental Incentive Plan. For example, the target payout for each of the named executive officers is significantly higher on page 36 than what is disclosed as the target payout on page 51. In addition, the grant date fair value of
the awards made under the Supplemental Incentive Plan as disclosed in the Grants of Plan-Based Awards Table is higher than the maximum payout listed. Please advise as to the inconsistencies in the disclosure. In addition, in future filings, please
discuss the reasons for any significant increases in SIP Target Incentive awards year-over-year, such as that that occurred from 2012 to 2013.

To facilitate the Staff’s review of the Company’s response to this comment, the Company will respond in turn to each of the
questions raised.

•

We note that the information disclosed under the heading “Estimated Possible Payments Under Equity Incentive Plan Awards” in the Grants of Plan-Based Awards table does not match the disclosure on
page 36 regarding the Supplemental Incentive Plan. For example, the target payout for each of the named executive officers is significantly higher on page 36 than what is disclosed as the target payout on page 51.

 U.S. Securities and Exchange Commission

 Page
 4

 Response:

The Company advises the Staff that the discrepancies between the target incentive amounts reflected on pages 36 and 51 of the Definitive Proxy
Statement filed April 10, 2014 (“2014 Proxy Statement”) are attributable to such disclosures referencing target incentive amounts for different performance years. As required by Item 402(b) of Regulation S-K, the Compensation
Discussion and Analysis (“CD&A”) in the 2014 Proxy Statement generally focus on compensation earned, paid and awarded in fiscal year 2013. However, for equity-based compensation, consistent with the Staff’s guidance beginning on
page 23 of SEC Release No. 33-9089, the 2013 compensation tables in the 2014 Proxy Statement reflect compensation granted during fiscal year 2013.

Generally, equity-based awards granted to the Company’s named executive officers (“NEOs”) during fiscal year 2013 were in
payment of incentive amounts earned during the 2012 performance year pursuant to the 2012 Supplemental Incentive Plan (the “2012 SIP”), and as disclosed in FN (2) of the 2013 Grants of Plan-Based Awards Table on page 51 of the 2014
Proxy Statement, the amounts shown under the “Estimated Possible Payments Under Equity Incentive Plan Awards” heading reflect the threshold, target and maximum incentive amounts that could have been granted during fiscal year 2013
pursuant to the 2012 SIP. These incentive amounts were also disclosed in the CD&A on page 33 of Quanta’s Definitive Proxy Statement filed April 12, 2013 (the “2013 Proxy Statement”).

In contrast, the CD&A in Quanta’s 2014 Proxy Statement disclosed, beginning on page 36, the threshold, target and maximum incentive
amounts that could have been earned during the 2013 performance year, as well as detailed disclosure about the performance levels achieved and the resulting incentive amounts actually earned during the 2013 performance year. Any equity-based awards
associated with these incentive amounts will appear in the 2014 Grants of Plan-Based Awards Table in Quanta’s proxy statement covering the 2014 fiscal year.

•

In addition, the grant date fair value of the awards made under the Supplemental Incentive Plan as disclosed in the Grants of Plan-Based Awards Table is higher than the maximum payout listed. Please advise as to the
inconsistencies in the disclosure.

 Response:

The Company respectfully advises the Staff that two factors contributed to the grant date fair value of the RSU awards granted being greater
than the maximum incentive amounts that could have been earned, as disclosed in the 2013 Grants of Plan-Based Awards Table. The first factor is the adjustment applied to equity-based awards granted pursuant to the 2012 SIP. As disclosed in the 2013
Proxy Statement, Quanta’s Compensation Committee applied a 110% multiplier to all incentive amounts earned under the 2012 SIP that were paid with an equity-based award rather than cash, which was intended to offset the risk and liquidity
discounts of equity-based awards relative to cash awards. The equity-based awards granted to NEOs during fiscal year 2013 were increased by this multiplier. Please see page 34 of the 2013 Proxy Statement, along with FN (a) to the ROE Component
Table on page 34 of the 2013 Proxy Statement and FN (a) to the Strategic Goal Component Table on page 36 of the 2013 Proxy Statement.

 U.S. Securities and Exchange Commission

 Page
 5

 The second contributing factor is the difference between (1) the value assigned to the
underlying common stock for purposes of calculating of the number of RSUs required to satisfy the incentive amounts earned by each NEO, and (2) the value assigned to the underlying common stock for purposes of reporting the grant date fair
value of the RSU awards pursuant to ASC 718-20. As disclosed in FN (4) to the 2013 Grants of Plan-Based Awards Table on page 51 of the 2014 Proxy Statement, the Company’s calculation of the number of RSUs awarded to each NEO is based on
the average closing price of the Company’s common stock for the 20 consecutive trading days immediately preceding the date of grant, whereas the aggregate grant date fair value required to be reported for those same awards pursuant to ASC
718-20 is based on the closing price of the Company’s common stock on the date of the grant. The Company notes that when the incentive amount earned by an NEO is calculated based on a payout percentage at or near the maximum incentive amount,
due to strong Company performance, and the grant date closing price exceeds the 20-day average closing price, the grant date fair value of the RSU award may be greater than the maximum incentive amount that could have been earned.

As an illustration of the above factors, the grant date fair value of the RSUs granted to James F. O’Neil III on March 8, 2013 was
calculated as follows: Mr. O’Neil’s total incentive amount earned, as determined under the 2012 SIP, was $2,655,000, comprised of his ROE Component ($1,800,000) and his Strategic Goal Component ($855,000), as disclosed on pages 34-36
of the 2013 Proxy Statement. Because the incentive amount earned by Mr. O’Neil was satisfied with an equity-based award, the 110% multiplier was applied, thereby increasing Mr. O’Neil’s total incentive amount earned to
$2,920,500. The number of RSUs granted to Mr. O’Neil was then calculated by dividing Mr. O’Neil’s total incentive amount earned by the 20-day average closing price of the Company’s common stock prior to the grant date
($28.57), resulting in Mr. O’Neil being granted 102,223 RSUs on March 8, 2013. The grant date fair value of those RSUs was then calculated based on the closing price of Quanta’s common stock on the date of grant ($29.49) for an
aggregate grant date fair value of $3,014,556.

 Additionally, as indicated on page 40 of the 2013 Proxy Statement and page 33 of the 2014
Proxy Statement, the Company advises the Staff that for the 2013 performance year Quanta’s Compensation Committee has eliminated the 110% multiplier formerly used to adjust equity-based awards to their cash award equivalent. To the extent that
any such multiplier is utilized in the future, the Company will provide appropriate disclosure.

•

In addition, in future filings, please discuss the reasons for any significant increases in SIP Target Incentive awards year-over-year, such as that occurred from 2012 to 2013.

Response:

 The Company advises the Staff
that, to the extent there are significant year-over-year increases in target incentive levels in the future, the Company will include a discussion of the reasons for such increases in future filings.

Form 10-Q for the quarter ended March 31, 2014

Item 1 – Financial Statements

 U.S. Securities and Exchange Commission

 Page
 6

 Note 10 – Commitments and Contingencies, page 26

Collective Bargaining Agreements, page 31

3.
We note the disclosures you provide regarding the partial withdrawal liability you recorded related to the Central States Plan, including the fact that you increased your estimated withdrawal liability during the
period ended March 31, 2014. Since you disclose revised withdrawal estimates provided by the Central States Plan but did not

CORRESP
1
filename1.htm

SEC Comment Response

 ONE SHELL PLAZA

 910 LOUISIANA

HOUSTON, TEXAS

 77002-4995

 TEL +1 713.229.1234

FAX +1 713.229.1522

 BakerBotts.com

 ABU DHABI

 AUSTIN

BEIJING

 BRUSSELS

DALLAS

 DUBAI

HONG KONG

 HOUSTON

 LONDON

MOSCOW

 NEW YORK

PALO ALTO

 RIO DE JANEIRO

RIYADH

 WASHINGTON

 June 13, 2014

 Leland
Benton

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
Quanta Services, Inc.

 Form 10-K for the year ended December 31, 2013

Filed March 3, 2014

Definitive Proxy Statement on Schedule 14A

Filed April 10, 2014

 Form
10-Q for the quarter ended March 31, 2014

 Filed May 8, 2014

File No. 1-13831

 Dear Mr. Benton:

As I indicated to you by telephone on June 13, 2014, due in part to the timing of management team travel schedules, we are requesting, on
behalf of our client, Quanta Services, Inc. (“Quanta”), an extension regarding the proposed date to file Quanta’s response to the comment letter dated June 3, 2014 from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission regarding the above-referenced filings by Quanta. Quanta expects to provide its response to the comment letter by no later than July 1, 2014. The additional time should be sufficient to compile the information needed to
respond to the comments and to have the responses appropriately reviewed by Quanta’s Audit Committee and independent registered public accounting firm.

If you have any questions or require additional information regarding this submission, you may contact me at 713.229.1626.

 Very truly yours,

/s/ Jeremy L. Moore

cc:
John Cash

 Mindy Hooker

Anne McConnell

 Securities and
Exchange Commission

June 3, 2014

Via facsimile
Mr. Derrick A. Jensen, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2013
Filed March 3, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 10, 2014
Form 10 -Q for the quarter ended March 31, 2014
Filed May 8, 2014
File No. 1 -13831

Dear Mr. Jensen :

We have reviewed your  filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or  by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we m ay
have  additi onal comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
38

Segment Results, page 47

1. We note that you do not quantify the impact of the various factors that affected your
revenues from period to period.  For example, on page 47, you state that the Electrical
Power and Infrastructure Services revenues were negatively impacted by lower reven ues
related to renewable energy projects, but you do not quantify the impact.  Similarly, you

Mr. Derrick A. Jensen
Quanta Services, Inc.
June 3, 2014
Page 2

 do not quantify the impact of the increase in pipeline projects in the Oil and Gas
Infrastructure Services segment.  These are just examples.  In future filings  please
quantify the effects of such factors and also discuss whether you believe these factors are
the result of a trend, and, if so, whether you expect it to continue and how it may impact
your financial condi tion and results of operations.   Please also d iscuss the impact  of
individual mat erial projects, as appropriate.   See Item 303 of Regulation S -K and SEC
Release No. 33 -8350.  Please supplementally show us what your revised disclosure wil l
look like in future filings.

Definitive Proxy Statement filed April 10, 2014

Compensation Discussion and Analysis, page 24

2013 Grants of Plan -Based Awards Table, page 51

2. We note that the information disclosed under the heading “Estimated Possible Payments
Under Equity Incentive Plan Awards” in the Grants of  Plan-Based Awards table does not
match the disclosure on page 36 regarding t he Supplemental Incentive P lan.  For
example, the target payout for each of the named executive officers is significantly higher
on page 36 than what is disclosed as the target pa yout on page 51.   In addition, the grant
date fair value of the awards made under the Supplemental Incentive Plan as disclosed in
the Grants of Plan -Based Awards Table is higher than the maximum payout listed.
Please advise as to the inconsistencies in th e disclosure.   In addition, in future filings,
please discuss the reasons for any significant increases in SIP Target Incentive awards
year-over-year, such as that th at occurred from 2012 to 2013.

Form 10 -Q for the quarter  ended March 31, 2014

Item 1  – Financial Statements

Note 10 – Commitments and Contingencies, page 26

Collective Barg aining Agreements, page 31

3. We note the disclosures you provide regarding the partial withdrawal liability you
recorded related to the Central States Plan, including the fact that you increased your
estimated withdrawal liability during the period ended March 31, 2014.  Since you
disclose revised withdrawal estimates provided by the Central States Plan but did not
disclose the additional amount you accrued, the amount of reasonable possible additional
loss is not clear.  Please revise future to filings to clarify the amount of the reasonable
possible additional loss as required by ASC 450 -20-50.

Mr. Derrick A. Jensen
Quanta Services, Inc.
June 3, 2014
Page 3

 Item 2  – Management’s Discussion and Analysis of Financial Condition an d Results of
Operations

Liquidit y and Capital Resources, page 46

Sources and Uses of Cash, page 46

4. Please expand your disclosures in future annual and quarterly filings to more fully
discuss the reasons for material changes in working capital items, incl uding expl aining
the specific reasons for changes in accounts receivable, costs and estimated earnings in
excess of billings on uncompleted contracts, accounts payable, and billings in excess of
costs and estimated earnings on uncompleted contracts.  Also,  based on the significance
of accounts receivable, it appears to us you should revise future annual and quarterly
filings to disclose, and discuss the reasons for material changes in, days sales outstanding.
Refer to S ection 501.13.b.1 of the SEC Codifica tion of Financial Reporting Policies.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Excha nge Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures th ey have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Mindy Hooker  at (202) 551 -3732  or Anne McConnell  at (202) 551 -
3709 if you have questions regarding comments on the financial statements and related matters.
Please contact  Leland Benton  at (202) 551 -3791  or me at (202) 551 -3768  with any other
questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

June 28 , 2013

Via facsimile
Mr. Derrick A. Jensen , Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 201 2
Filed March 1, 2013
File No. 1 -13831

Dear Mr. Jensen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 May 31, 2013

 John Cash

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

Form 10-K for the year ended December 31, 2012

Filed March 1, 2013

File No. 1-13831

 Dear Mr. Cash:

 We are providing the following responses to the comment letter dated April 26, 2013 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Form 10-K for the year ended December 31, 2012 (the “Form 10-K”) filed by Quanta Services, Inc. (the “Company” or
“Quanta”). The responses provided below are numbered to correspond to the Staff’s comments, which have been reproduced herein for ease of reference. Unless otherwise indicated, all page numbers in our responses refer to the Form 10-K.

 General

1.
Where a comment below requests additional disclosures or other revisions in future filings, please show us your proposed revisions in your supplemental response.
Please include the revisions in future filings, including interim filings, if applicable.

 Response:

Where a comment below requests that additional disclosures or other revisions be made, we have included a draft of such additional disclosures or other
revisions, to the extent applicable, within our responses. We will also include such additional disclosures or other revisions in our future filings, including interim filings, if applicable, consistent with the responses outlined below.

 U.S. Securities and Exchange Commission

  Page
 2

 Business

 Backlog, page 7

2.
We note that backlog is not a measure defined by generally accepted accounting principles and that your methodology for determining backlog may not be comparable to
the methodologies used by other companies. In future filings, beginning with your next quarterly report, please provide the following expanded disclosures regarding backlog:

•

 An enhanced discussion of how your backlog is calculated, including what it includes and what it excludes in regard to the following to the
extent applicable, firm orders, extensions/add-ons, pass-through costs, funded/unfunded amounts, and VIE/joint venture contracts versus company contracts. Specifically disclose the amount of backlog related to your estimates for MSAs and renewal
options.

 Response:

 The Company acknowledges the Staff’s comment and advises the Staff that in future filings the Company intends to provide an enhanced discussion of its calculation of backlog. The following is a draft
of the Company’s planned disclosure:

 Backlog

Backlog is not a term recognized under United States generally accepted accounting principles; however, it is a common measurement used in
our industry. Our methodology for determining backlog may not be comparable to the methodologies used by other companies.

 Our
backlog represents the amount of consolidated revenue that we expect to realize from future work under construction contracts and long-term maintenance contracts, or master service agreements (MSAs). These estimates include revenues from the
remaining portion of firm orders not yet completed and on which work has not yet begun, as well as revenues from change orders, renewal options, and funded and unfunded portions of government contracts to the extent that they are reasonably expected
to occur. For purposes of calculating backlog, we include 100% of estimated revenues attributable to consolidated joint ventures and VIEs. The following tables present our total backlog by reportable segment as of
                     and
                    , along with an estimate of the backlog amounts expected to be realized within 12 months of each balance sheet date (in
thousands):

 [table]

 Revenue estimates included in our backlog can be subject to change as a result of project accelerations, cancellations or delays due to various factors, including but not limited to commercial issues,
regulatory requirements and adverse weather. These factors can also cause revenue amounts to be realized in periods and at levels different than originally projected. Generally, our customers are not contractually committed to specific volumes of
services under our MSAs, and while we did not experience any material cancellations during the current period, most of our contracts may be terminated, typically upon 30 to 90 days notice, even if we are not in default under the contract. We
determine the estimated amount of backlog for work under MSAs by using recurring historical trends inherent in current MSAs, factoring in seasonal demand and projected customer needs based upon

 U.S. Securities and Exchange Commission

  Page
 3

ongoing communications with the customer. In addition, many of our MSAs, as well as contracts for fiber optic licensing, are subject to renewal options. As of
                     and
                    , MSAs accounted for approximately     % and     %, respectively, of
our estimated total backlog. There can be no assurance as to our customers’ requirements or that our estimates are accurate.

 The Company
advises the Staff that as of December 31, 2012 and 2011, MSAs accounted for approximately 45% and 43%, respectively, of the Company’s total backlog. The Company further advises the Staff that pass-through costs generally are not included
in the Company’s backlog estimates and that revenues associated with such costs, as well as from unfunded portions of government contracts, are not material.

•

 If relevant, discuss any material changes in the methodology used to determine backlog in each period.

Response:

 The Company acknowledges the
Staff’s comment and advises the Staff that, to the extent there are material changes in the Company’s methodology for determining backlog in the future, the Company will disclose such changes in its future filings.

•

 To allow better insight into changes in your backlog from period to period, provide a roll-forward of your backlog. The roll-forward should
include current period beginning and ending balances, current period additions, cancellations, and amounts recognized in revenue, as well as any other major categories relevant to your facts and circumstances.

Response:

 The Company advises the Staff
that it uses a “ground up” methodology for calculating backlog as of each reporting date. For each quarter the Company determines, on a contract-by-contract basis, as of the date of determination, the total amount of revenue expected to be
realized from work to be performed in the future on uncompleted contracts. Because it is not the Company’s practice to determine backlog by adjusting the prior period estimate for additions, cancellations, recognized amounts and other
circumstances, management does not track or evaluate the amount of backlog revenue added from one period to the next, the amount of revenue recognized during a period that was previously reported in backlog or the amount of previously reported
backlog that was cancelled during a period. The Company respectfully submits that, as a result of this “ground up” methodology, the data required to provide the requested backlog roll-forward information is not readily available, as the
Company’s information systems and financial control procedures are not designed to capture or provide the necessary underlying information. Additionally, the Company does not interpret Item 101(c)(1)(viii) of Regulation S-K to require
registrants to provide a roll-forward of backlog and the Company is not aware of any Staff guidance indicating such a requirement.

 U.S. Securities and Exchange Commission

  Page
 4

•

 To the extent any of your backlog is not moving forward, quantify and discuss such amounts.

Response:

 The Company advises the Staff
that, as a result of the “ground up” methodology discussed above, if a contract included in prior-period backlog were no longer expected to move forward and contribute to the Company’s expected future revenues, that contract would no
longer be included in backlog. The Company further advises the Staff that to the extent that the Company becomes aware of material developments affecting the realization of backlog as a result of cancellations, the Company will provide appropriate
disclosure with respect to such developments as part of its backlog discussion.

•

 If material, disclose the amount of backlog related to uncompleted projects in which a loss provision is recorded.

 Response:

The Company acknowledges the Staff’s comment and advises the Staff that, to the extent material, the Company will disclose in future filings the
amount of backlog related to uncompleted projects in which a loss provision is recorded. As of December 31, 2012, the amount of backlog related to uncompleted projects in which a loss provision was recorded was not material.

•

 Address and discuss expected margins and margin trends in your backlog.

Response:

 The Company acknowledges the
Staff’s comment and respectfully notes that backlog is calculated based on the amount of gross revenue expected to be realized from its contracts. The Company regularly discloses general margin trends expected in its business, which statements
apply equally to backlog. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook” on pages 62-66 of the Form 10-K.

•

 Provide a breakdown of backlog by service line and/or contract type.

Response:

 As stated in the proposed
revised backlog disclosure above, in future filings the Company intends to provide a breakdown of backlog by contract type (MSAs vs. non-MSAs). In response to the Staff’s request for additional disclosure of backlog by service line, the Company
respectfully refers the Staff to the Company’s response to Comment 14 below.

 U.S. Securities and Exchange Commission

  Page
 5

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
36

 Results of Operations, page 41

3.
Please revise MD&A in future annual and quarterly filings to address the following:

•

 Quantify the factors you identify as impacting consolidated and segment revenues from period to period and more fully explain the reasons for
increases and decreases in the number and size of projects. Disclose the number of projects and the average size of projects during each period and more fully explain the reasons for changes.

•

 To the extent material, consider disclosing and discussing the impact and status of significant projects.

Response:

 The Company notes that, as
disclosed in the Form 10-K, revenues increased year over year primarily due to an increase in the number and size of electric and natural gas transmission projects as a result of overall increases in capital spending by its customers. The
quantitative impact of the increase in each segment is discussed in the segment-specific discussions under “Results of Operations” beginning on page 41 of the Form 10-K. For a discussion of the reasons for the changes in capital spending
of the Company’s customers, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook.”

 The Company currently has several thousand contracts with hundreds of customers covering a disparate range of service offerings spanning different industries. The Company’s historical disclosure with
respect to increases or decreases in the “number and size of projects” was intended to provide directional, qualitative commentary with respect to changes in customer spending patterns. Specific quantitative measures with regard to the
number and size of projects were not provided due to the underlying lack of comparability for such metrics from one period to the next. The Company notes that the absolute number of projects ongoing during a period may increase while overall
revenues during the same period may decrease, or vice versa. Similarly, the average size of projects, which is a mathematical function of those two values, may fluctuate in a manner not correlated with movements in revenue, gross margin or net
income. The Company respectfully submits that quantitative disclosure of the number or average size of projects during a period would not provide further clarification of the Company’s financial or operating performance.

The Company confirms to the Staff that, to the extent the status of individual contracts or projects would materially impact a financial statement
user’s understanding of the Company’s consolidated or segment revenues, it will include relevant disclosure in future filings.

 U.S. Securities and Exchange Commission

  Page
 6

•

 More fully explain the reasons for contract losses, including the facts and circumstances that lead to the losses, the amount of loss you
recorded, the current status of loss projects (including the percent complete and the remaining amounts in backlog), the expected timeframe for completion, and the amount of any reasonably possible additional losses.

 Response:

The Company acknowledges the Staff’s comment and advises the Staff that, to the extent the Company has loss contracts in the future that materially
impact the Company’s financial condition or results of operations, it will provide disclosure with respect to such loss contracts, including the facts and circumstances that led to the losses, the amount of loss recorded, the current status
(including the percent complete and the remaining amounts in backlog), the expected timeframe for completion and, to the extent required by ASC 450, the amount of any reasonably possible additional losses.

•

 During the most recent year, we noted a higher increase in total accounts receivable and costs and estimated earnings in excess of billings
on uncompleted contracts relative to the increase in revenues. Please disclose and discuss the factors that lead to such changes relative to the change in revenues and consider disclosing and discussing changes in days outstanding and/or your cash
conversion cycle during each period presented.

 Response:

The Company advises the Staff that consolidated revenues for the year ended December 31, 2012 increased $1.73 billion, or 41.2%, to $5.92 billion as
compared to revenues of $4.19 billion for the year ended December 31, 2011. Combined accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts at December 31, 2012 increased $0.52 billion, or
45.2%, to $1.67 billion as compared to $1.15 billion at December 31, 2011. Revenues for the year ended December 31, 2011 increased $1.18 billion, or 39.2%, as compared to revenues of $3.63 billion for the year ended December 31, 2010.
Combined accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts at December 31, 2011 increased $0.33 billion, or 40.7%, from approximately $0.81 billion at December 31, 2010.

The foregoing data demonstrates close correlation between the substantial growth rates from 2010 to 2012 in the Company’s revenues and the related
combined accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. The Company agrees with the Staff that a correlation of such activity to the Company’s cash conversion cycle provides a
degree of further clarification with respect to the above described operating activity, and as disclosed on page 48 of the Form 10-K, the Company’s discussion of liquidity and capital resources included commentary regarding the decrease in
operating cash flow from continuing operations for 2012 as compared to 2011 and 2010 being primarily due to increased working capital requirements in 2012 as a result of the increase in the amount of work ongoing during the 2012 period, partially
offset by overall improved operating results.

 The slightly higher increase in 2012 in combined accounts receivable and costs and estimated
earnings in excess of billings

April 26, 2013

Via facsimile
Mr. Derrick A. Jensen , Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 201 2
Filed March 1, 2013
File No. 1 -13831

Dear Mr. Jensen :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better  understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circums tances please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

General

1. Where a comment below requests additional disclosures or other revisions in fu ture
filings, please show us your proposed revisions in your supplemental response.  Please
include the revisions in future filings, including interim filings, if applicable.

Business
Backlog, page 7
2. We note that backlog is not a measure defined by general ly accepted accoun ting
principles and that your methodology for determining backlog may not b e comparable to
the methodologies used by other comp anies.  In future filings , beginning with your next
quarterly report, please provide the following expa nded disc losures regarding backlog:
 An enhanced discussion of how your backlog is calculated, including what it
includes and what it excludes in regard to the following to the extent applicable,
firm orders, extensions/add -ons, pass -through costs, funded/unfunded a mounts,

Mr. Derrick A. Jensen
Quanta Services, Inc.
April 26 , 201 3
Page 2

 and VIE/joint venture contracts versus company contracts.  Specifically disclose
the amount of backlog related to your estimate s for MSAs and renewal options.
 If relevant, discuss any material changes in the methodology used to determine
backlog i n each period.
 To allow better insight into changes in your backlog from period to period, provide
a roll -forward of your backlog.  The roll -forward should include current period
beginning and ending balances, current period additions, cancellations, and
amounts recognized in revenue, as well as any other major categories relevant to
your facts and circumstances.
 To the extent any of your backlog is not moving forward, quantify and discuss
such amounts.
 If material, disclose the amount of backlog related to uncompleted projects in
whic h a loss provision is recorded.
 Address and discuss expected margins and margin trends in your backlog.
 Provide a breakdown of backlog by service line and/or contract type.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
36
Results of Operations, page 41

3. Please revise MD&A in future annual and quarterly filings to address the following:
 Quantify the factors you identify as impacting consolidated and segment revenues
from period to  period and more fully explain the reasons for increases and
decreases in the number and size of projects.  Disclose the number of projects and
the average size of projects during each period and more fully explain the reasons
for changes.
 To the extent ma terial, consider disclosing and discussing the impact and status of
significant projects.
 More fully explain the reasons for contract losses, including the facts and
circumstances that lead to the losses, the amount of loss you recorded, the current
statu s of loss projects (including the percent complete and the remaining amounts
in backlog), the expected timeframe for completion, and the amount of any
reasonably possible additional losses.
 During the most recent year, we noted a higher increase in total a ccounts
receivable and costs and estimated earnings in excess of billings on uncompleted
contracts relative to the increase in revenues.  Please disclose and discuss the
factors that lead to such changes relative to the change in revenues and consider
disclosing and discussing changes in days outstanding and/or your cash conversion
cycle during each period presented.
 During the most recent year, we noted a significant increase in claims and change
orders.  Please disclose and discuss the principle items inc luded in such amounts,
including: the specific nature , segment  impacted;  your basis for determining
amounts are probable and estimable; current status , and the expected timeframe for
resolution.

Mr. Derrick A. Jensen
Quanta Services, Inc.
April 26 , 201 3
Page 3

Critical Accounting Policies
Self-Insurance, page 57

4. Please  revise future filings to disclose the amounts expensed during each period
presented.

Valuation of Goodwill, page 57

5. Please revise future filings to address the following:
 Clarify the number of reporting units you have and test for impairment and clarify
how your reporting units relate to your reportable segments,
 Clarify which, if any, of your reporting units are evaluated on a qualitative basis,
and
 Clarify the nature of and reasons for the operating unit  reorganizations, disclosed
in Note 6 on page 99.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page 74

6. It is not clear to us why the current auditors’ report does not refer to the consolidated
statements of comprehensive income.  Please advise or revise.

Note  2.  Summary of Signific ant Accounting Policies, page 82

7. If applicable, please revise future filings to disclose the amount of progress payments
netted against contract costs as well as the amount of advances that are payments on
account of work in pr ogress as of each balance sheet date.   Refer to ASC 910 -20-50-1(b),
Rule 5 -02.6(d)(iii) of Regulation S -X, and ASC 910 -405-50-2.

8. Please revise future filings to disclose the nature and status of the principle items
included in claims and change orders.  Refer to Rule 5 -02.3(c)(3) of Regulation S -X,
ASC 910 -310-50-1, and ASC 910 -20-50-1a.

9. Please revise future filings to disclose your policy for and amounts of pre -contract costs
deferred, if material.  Refer to ASC 910 -340-50-1.

10. Please revise future filings  to disclose the effects of material revisions in contract
estimates.   Refer to ASC 605 -35-50-9.

11. In regard to the change in your ownership interest in HEP, please tell us the amount of
any gain or loss you recorded and explain how the amount was determined .

Mr. Derrick A. Jensen
Quanta Services, Inc.
April 26 , 201 3
Page 4

 Note 13.  Employee Benefit Plans, page 112

12. Please more fully explain to us the specific factors resulting in your inability to estimate
additional funds you may be required to contribute to under -funded multi -employer
pension plans.

Note 15.  Commitments and Contingencies, page 114

13. If applicable, please revise future filings to disclose the amount of liquidating damages
you may be subject to, including the amount accrued at each balance sheet date and the
amount or range of reasonably possible  additional losses.

Note 16.  Segment Information, page 122

14. Please revise future filings to disclose revenues by service line.  Refer to ASC 280 -10-50-
40.  We note your references to various service lines, particularly in the Electric Power
segment.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Mindy Hooker  at (202) 551 -3732, Anne McConnell  at (202) 551 -3709
or me at (202) 551 -3768  with any questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

June 1 , 2012

Via E-mail
Mr. James H. Haddox, Chief Financial Officer
Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the  year ended December 31, 2011
Filed February 29, 2012
File No. 1 -13831

Dear Mr. Haddox :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 May 11, 2012

John Cash

 Branch Chief

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

 Form 10-K
for the year ended December 31, 2011

 Filed February 29, 2012

File No. 1-13831

 Dear Mr.
Cash:

 We are providing the following responses to the comment letter dated April 25, 2012 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Form 10-K for the year ended December 31, 2011 (our “Form 10-K”) filed by Quanta Services, Inc. (the “Company” or
“Quanta”). The responses provided below are numbered to correspond to the Staff’s comments, which have been reproduced herein for ease of reference. Unless otherwise indicated, all page numbers in our responses refer to our Form 10-K.

 Form 10-K for the year ended December 31, 2011

 Notes to the Consolidated Financial Statements

 5. Goodwill and Other
Intangible Assets, page 97

1.
We have reviewed your response to our prior comment one and have the following additional comments:

•

 We note you cite several factors that contributed to management’s decision to reorganize certain of your operating units. Please provide us
with a more specific discussion of the nature of these factors and how and why they led to the reorganization.

•

 Please clarify if the predominant type of work for the related operating units has changed.

•

 Please provide us with a list of the individual operating units the related goodwill was initially allocated to as well as the amount of goodwill
assigned to each operating unit. Please also provide us with the associated carrying values and fair values from your 2010 goodwill impairment test.

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 2

•

 Please provide us with a list of the individual operating units the related goodwill was allocated to subsequent to the reorganization as well as
the amount of goodwill assigned to each operating unit. Please also provide us with the associated carrying values and fair values from your 2011 goodwill impairment test.

•

 Please provide us with a more specific and comprehensive discussion regarding how you used a relative fair value allocation approach to reassign
goodwill. In this regard, please explain how you determined which operating units were affected.

 Response:

 Quanta appreciates the opportunity to further clarify matters communicated in the response letter dated April 10, 2012 (the “April
10th Response Letter”). To facilitate the Staff’s review, the Company will respond in turn to each of the bullet pointed items raised in the Staff’s most recent comment.

•

 We note you cite several factors that contributed to management’s decision to reorganize certain of your operating units. Please provide us
with a more specific discussion of the nature of these factors and how and why they led to the reorganization.

 The
factors cited in the April 10th Response Letter represent operational circumstances that were contemplated at the time of the reorganization in determining which organizational strategies would ultimately improve the performance of Quanta’s
operating units. Such decisions include a balance of strategies that are intended to provide near-term solutions to improve the productivity of certain operations and longer-term realignments to more effectively accomplish management’s overall
strategic plan for the Company. More specifically, the reorganizations in 2011 resulted in the transfer of certain components of one transferor operating unit to four other separate transferee operating units. We respectfully note that, at the time
of the reorganization, the transferor operating unit was profitable and management’s most recent assessment of its goodwill as of December 31, 2010 indicated a fair value substantially in excess of its carrying value. To effect the
Company’s strategic plan, management determined that that the transferor operating unit’s performance could be improved and contributions from its operations to Quanta as a whole could potentially be increased by assigning certain of the
transferor operating unit’s various business lines into comparable or synergistic operations in other operating units. The reorganization was also expected to result in reductions in redundant administrative costs, reassignments of strategic
customer relationships and progress toward management’s business development strategies.

 As a result, certain of the transferor
operating unit’s electric power operations were transferred to a separate operating unit, and certain of the transferor operating unit’s telecommunications operations were transferred to three other operating units. We note for the Staff
that the

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 3

 transferee operating unit to which the electric power operations were transferred was, at the time of
the transfer, part of the natural gas and pipeline division, but this operating unit was subsequently reassigned as a whole to the electric power division in 2011 based in part on the predominant type of work it performed before and after the
transfer of operations from the transferor operating unit (we respectfully note that this divisional reassignment did not impact goodwill impairment testing because the impairment test was conducted on the individual operating unit, regardless of
the division in which it resided). The three transferee operating units to which the transferor operating unit’s telecommunications operations were transferred were, at the time of transfer, and are currently, part of the Company’s
telecommunications division based on the predominant type of work they performed (which was not impacted by the transfer of the operations).

•

 Please clarify if the predominant type of work for the related operating units has changed.

The predominant type of work for the affected operating units has not changed as a result of the reorganization of certain business lines out of the
transferor operating unit into the transferee operating units during 2011.

 The predominant type of work of the transferee operating unit that
was reassigned into the electric power division was natural gas and pipeline infrastructure services at the time this operating unit was originally assigned to the natural gas and pipeline division upon the formation of the natural gas and pipeline
division. During recent years, this operating unit’s predominant type of work has shifted to be predominantly electric power infrastructure services, partially as a result of changes in management’s market strategies to utilize other
operating units to provide natural gas and pipeline infrastructure services.

•

 Please provide us with a list of the individual operating units the related goodwill was initially allocated to as well as the amount of goodwill
assigned to each operating unit. Please also provide us with the associated carrying values and fair values from your 2010 goodwill impairment test.

 The following table provides the amount of goodwill assigned to the transferor operating unit, as well as the transferee operating units, as of December 31, 2010 before any of the reorganizations
described above. The table also includes the associated carrying values and fair values of these operating units’ net assets as of December 31, 2010 ($ amounts in thousands).

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 4

 Operating Unit

Goodwill Value

Carrying Value
of Net Assets

Fair Value
of Net
Assets

Transferor Operating Unit

$
69,226

$
254,925

$
431,356

Transferee Electric Power Operating Unit

$
200,156

$
470,780

$
677,449

Transferee Telecommunications Operating Unit A

$
11,626

$
34,065

$
81,478

Transferee Telecommunications Operating Unit B

$
15,384

$
49,572

$
88,949

Transferee Telecommunications Operating Unit C

$
18,241

$
30,550

$
42,322

•

 Please provide us with a list of the individual operating units the related goodwill was allocated to subsequent to the reorganization as well as
the amount of goodwill assigned to each operating unit. Please also provide us with the associated carrying values and fair values from your 2011 goodwill impairment test.

The following table provides a list of the individual operating units to which the related goodwill was allocated subsequent to the reorganization and
the amount of goodwill so allocated, as well as the amount of total goodwill assigned to each operating unit as of December 31, 2011 and the associated carrying values and fair values of these operating units’ net assets as of December 31, 2011
($ amounts in thousands):

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 5

 Operating Unit

Goodwill
Value
Allocated from
Reorganization

Total
Goodwill
After
Reorganization

Carrying Value
of Net
Assets
Including
Transferred
Assets
From
Reorganization

Fair Value of
Net
Assets
Including
Transferred
Assets
From
Reorganization

 Transferor Operating Unit1

$
36,350

$
45,069

$
272,880

$
420,814

 Transferee Electric Power Operating Unit

$
15,934

$
216,090

$
505,713

$
708,543

 Transferee Telecommunications Operating Unit A2

$
8,401

$
15,618

$
35,993

$
66,974

 Transferee Telecommunications Operating Unit B

$
967

$
16,351

$
50,740

$
95,959

 Transferee Telecommunications Operating Unit C

$
7,574

$
25,815

$
36,963

$
44,833

1
 During 2011, goodwill assigned to the transferor operating unit increased subsequent to the reorganization as a result of an acquisition that occurred
during the third quarter and is organized as a part of the transferor operating unit.

2
 During 2011, a previously acquired entity that was organized as a part of the Transferee Telecommunications Operating Unit A at December 31, 2010 was
reorganized as a separate operating unit within the telecommunications division. The amount of goodwill attributable to this separate operating unit at December 31, 2011 was approximately $4.4 million. Accordingly, none of the amounts for Transferee
Telecommunications Operating Unit A as of December 31, 2011 include amounts attributable to this separate operating unit.

•

 Please provide us with a more specific and comprehensive discussion regarding how you used a relative fair value allocation approach to reassign
goodwill. In this regard, please explain how you determined which operating units were affected.

 The relative fair
value allocation approach was utilized to reassign goodwill to Quanta’s reorganized operating units, as required by Accounting Standards Codification (ASC) 350-20-35, by determining the fair value of each transferred component of the transferor
operating unit. As the reorganization was effective January 1, 2011, the same cash flow model assumptions that were used in Quanta’s 2010 goodwill impairment test were utilized in Quanta’s relative fair value allocation approach. This fair
value determination was performed using the expected future cash flows of the transferred components of the transferor operating unit as though they were each a stand-alone business to be disposed of. These component cash flows were then compared to
the total cash flows of the transferor operating unit to ensure that the entirety of the transferor operating unit’s business model was taken into consideration. A resulting mathematical percentage of the total transferor operating unit fair
value was then calculated based on this comparison for each transferred component. These percentages were

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 6

 then applied to the total balance of the transferor operating unit’s goodwill in order to determine
the amount of goodwill to be assigned to each transferred component of the transferor operating unit’s operations. In accordance with ASC 350-20-35-57, the goodwill remaining in the transferor operating unit was tested for impairment using its
adjusted carrying amount after the reorganizations.

 14. Commitments and Contingencies, page 114

Leases, page 115

2.
We have reviewed your response to our prior comment four. We note that certain of your master equipment lease agreements contain cross-default provisions. Please
provide us with a specific and comprehensive discussion of the underlying nature of these provisions and clarify what consideration you have given to whether the provisions are subjective. In addition, please tell us why you believe the provisions
are customary.

 Response:

 In response to the Staff’s comment, the Company respectfully advises the Staff that the cross-default provisions contained in certain of Quanta’s master equipment lease agreements will only be
triggered by a default under any other lease agreement(s) with the same specific lessor. Currently, all of Quanta’s master equipment lease agreements are with different lessors and each represents the only agreement with the applicable lessor.
Quanta does not have multiple master equipment lease agreements with any single lessor. As such, a cross default on any of Quanta’s master equipment lease agreements cannot presently occur and could not occur in the future unless Quanta enters
into additional leases with the same lessor. We respectfully note that the cross-default provisions in these lease agreements are not triggered by defaults under unrelated agreements, such as the Company’s credit facility.

Management acknowledges that if Quanta were to enter into multiple lease agreements with the same lessor such that cross-default provisions could
possibly be triggered, additional consideration would have to be given to whether any subjective default provisions apply in accordance with ASC 840-10-25-14.

 We note that, as stated in the April 10th Response letter, Quanta is a party to one specific master equipment lease agreement that contains a material adverse change clause, which we believe qualifies as
a subjective default provision. However, Quanta is not a party to any other lease agreements with this same lessor and therefore a default under this material adverse change clause could not trigger a cross default under any other lease agreement.
Quanta reaffirms that it has evaluated the material adverse change default provision within the context of applying ASC 840-10-25-14 and the maximum amount that Quanta could be required to pay upon such an event of default has been included in its
calculation of minimum lease payments for purposes of applying ASC 840-10-25-1(d). Such consideration did not have any impact on the classification of this agreement as an operating lease.

 Management of the Company believes cross-default provisions relating to defaults under other leases with the same lessor are customary within Quanta’s industry. Such provisions exist within many of
the Company’s master equipment lease agreements and are believed to be intended to manage the customary risks of counterparty default and credit concentration.

 ******

 U.S. Securities and Exchange Commission

 May 11, 2012

 Page 7

 We respectfully request an opportunity to discuss this response letter further with the
Staff if, following a review of this information, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (713)
985-6406 or by facsimile at (713) 629-7676.

Very truly yours,

/s/ James H. Haddox

James H. Haddox

Chief Financial Officer

cc:
Bernard Fried

 Chairman, Audit
Committee

 Mindy Hooker

 Tricia Armelin

 Securities and Exchange Commission

Ray R. Garcia

PricewaterhouseCoopers LLP

April 25, 2012
 Via E-mail

Mr. James H. Haddox, Chief Financial Officer Quanta Services, Inc. 2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 29, 2012 File No. 1-13831

Dear Mr. Haddox:
 We have reviewed your response to our co mment letter dated March 27, 2012 and have
the following comments.  If you disagree, we wi ll consider your expl anation as to why our
comments are inapplicable.  In some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.  Form 10-K for the year ended December 31, 2011

 Notes to the Consolidated Financial Statements

 5. Goodwill and Other Intangible Assets, page 97

 1. We have reviewed your response to our prior comment one and have the following
additional comments:
 We note you cite several fact ors that contributed to ma nagement’s decision to
reorganize certain of your operating units.  Pl ease provide us with a more specific
discussion of the nature of these fact ors and how and why they led to the
reorganization.
 Please clarify if the predominant type of  work for the related operating units has
changed.
 Please provide us with a list of the in dividual operating units the related goodwill
was initially allocated to as well as  the amount of goodwill assigned to each
operating unit.  Please also provide us with  the associated carrying values and fair
values from your 2010 goodwill impairment test.
 Please provide us with a list of the in dividual operating units the related goodwill
was allocated to subsequent to the re organization as well as the amount of
goodwill assigned to each operating unit.  Please also provide us with the

Mr. James H. Haddox Quanta Services, Inc. April 25, 2012 Page 2

 associated carrying values and fair values from your 2011 goodwill impairment
test.
 Please provide us with a more specific and comprehensive discussion regarding
how you used a relative fair value allocation approach to reassign goodwill.  In this
regard, please explain how you determined  which operating units were affected.
 14. Commitments and Contingencies, page 114

Leases, page 115
 2. We have reviewed your response to our prior comment four.  We note that certain of your
master equipment lease agreements contain cr oss-default provisions.  Please provide us
with a specific and comprehens ive discussion of the underlying nature of these provisions
and clarify what consideration you have given to whether the provisi ons are subjective.
In addition, please tell us why you be lieve the provisions are customary.
 You may contact Mindy Hooker at (202) 551-3732, Tricia Armelin at (202) 551-3747 or
me at (202) 551-3768 with any questions.
Sincerely,
   /s/ John Cash
John Cash Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 April 10, 2012

 John Cash

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
Quanta Services, Inc.

 Form 10-K
for the year ended December 31, 2011

 Filed February 29, 2012

File No. 1-13831

 Dear
Mr. Cash:

 We are providing the following responses to the comment letter dated March 27, 2012 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Form 10-K for the year ended December 31, 2011 (our “Form 10-K”) filed by Quanta Services, Inc. (the “Company” or
“Quanta”). The responses provided below are numbered to correspond to the Staff’s comments, which have been reproduced herein for ease of reference. Unless otherwise indicated, all page numbers in our responses refer to our Form 10-K.

 Form 10-K for the year ended December 31, 2011

 Notes to the Consolidated Financial Statements

 5. Goodwill and Other
Intangible Assets, page 97

1.
With a view towards future disclosure, please provide us with a specific and comprehensive discussion of the under lying reasons for and impact of your operating
unit reorganizations in fiscal 2011. In this regard, please discuss how the goodwill impairment testing for these units changed from 2010 to 2011. In addition, please clarify why the reorganization did not cause a reclassification of your segment
results in prior periods.

 Response:

 In response to the Staff’s request for a specific and comprehensive discussion of the underlying reasons for and impact of the Company’s operating unit reorganizations during the fiscal year
ended December 31, 2011, the Company respectfully advises the Staff that the Company

U.S. Securities and Exchange Commission

 April 10, 2012

Page 2

 periodically re-evaluates its
strategies to better align the Company’s operations as business environments evolve. During 2011, numerous factors contributed to management’s decision to reorganize certain of the Company’s operating units, including executive
turnover at one operating unit, strategic customer initiatives, streamlining and improving the coordination of operations and planned acquisition and business development strategies. The intended impact of these strategies and efforts is to improve
operating unit performance through cost reductions and better positioning of the Company’s operations to capitalize on future spending by its customers.

 Regarding changes to the Company’s goodwill impairment testing as a result of its operating unit reorganizations, the Company respectfully advises the Staff that, as described on page 84 of the Form
10-K, Quanta has determined that its individual operating units represent reporting units for the purpose of assessing goodwill impairments. The reorganizations required a reallocation between operating units of the goodwill amount associated with
the transferred operations. The Company utilized a relative fair value allocation approach in accordance with the requirements of Accounting Standards Codification (ASC) 350-20-35-45 to reassign goodwill to the operating units affected. As a result
of the reorganizations of business lines between operating units, Quanta’s goodwill impairment testing calculations changed for the operating units affected by these reorganizations to include a revised comparison of the fair values of the
reorganized operating units with their revised carrying values. The fair value assumptions used in this analysis, which are described in more detail in the disclosures presented in Note 2 to the Company’s consolidated financial statements on
pages 84-86 of the Form 10-K, reflected management’s revised expectations of cash flow to be generated from the budgeted and forecasted operating results of the reorganized entities. During the period prior to the 2011 reorganizations and in
connection with the Company’s 2010 goodwill impairment test, there were no goodwill impairment indicators noted. The reorganizations also changed the internal division to which certain operating units and/or business lines report for management
purposes, resulting in a reclassification between divisions of the goodwill amount associated with those operations, which has been presented as a reclassification between Quanta’s internal divisions in the caption “operating unit
reorganizations” in the table presented on page 97 in Note 5 to the Company’s consolidated financial statements included in the Form 10-K.

 In response to the Staff’s request for clarification regarding why the reorganizations did not cause a reclassification of the Company’s segment results in prior periods, the Company
respectfully advises that results of operations for its operating units are specifically classified according to the type of work performed and presented in the corresponding reportable segment based on that classification. The reorganizations of
certain operating units and/or business lines between divisions had no impact on the types of work performed by these operating units and/or business lines for segment reporting purposes, and thus had no effect on the Company’s segment results
in the prior periods presented.

 To the extent applicable in future periods, Quanta will consider additional disclosure regarding the reasons
for and impact of its internal reorganizations.

 U.S. Securities and Exchange Commission

 April 10, 2012

 Page 3

 12. Employee Benefit Plans, page 111

2.
We note that there have been fluctuations in the amount of your contributions to each plan year over year. In future filings please provide a description of the
nature and effect of any significant changes that affect the comparability of your contributions. Please refer to ASC Topic 715-80-50-6.

 Response:

 Quanta acknowledges the Staff’s comment with respect to the Company’s
future filings. The Company respectfully notes that page 112 of the Form 10-K provides the following disclosure, which management intended to be responsive to ASC 715-80-50-6: “Changes in annual contribution levels to these plans will vary
because the number of union employees, the duration of their employment and the plans in which they participate will vary from period to period based on the number and location of projects that Quanta has ongoing at any given time and the need for
union resources in connection with those projects.” In future filings, the Company will provide updated or additional disclosure to address significant changes affecting the comparability of Quanta’s contributions.

3.
We also note that you have made contributions to multi-employer defined contribution plans and these contributions have increased year over year. In future filings
please provide a description of the nature and effect of any significant changes that affect the comparability of your contributions. Please refer to ASC Topic 715-80-50-11.

 Response:

 Quanta acknowledges the Staff’s comment with respect to the Company’s
future filings. Additional disclosures similar to the Company’s response to the Staff’s comment 2 above will be included in Quanta’s disclosures regarding contributions to multi-employer defined contribution plans.

14. Commitments and Contingencies, page 114

 Leases, page 115

4.
We note that you lease land, buildings and equipment under operating leases. Please tell us how you evaluated the requirements of ASC Topic 840-10-25-14. In this
regard, please explain whether these leases contain nonperformance related default covenants, material adverse change clauses, cross-default provisions or subjective default provisions, and if so, how you evaluated such covenants and provisions.

 Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that Quanta’s process for evaluating the requirements of ASC
Topic 840-10-25-14 occurs first as part of its commercial review of all lease terms and conditions prior to executing a lease agreement, and

U.S. Securities and Exchange Commission

 April 10, 2012

Page 4

 subsequently as part of Quanta’s
ongoing processes for ensuring that all material operating lease agreements, including default provisions falling within the scope of ASC Topic 840-10-25-14, are identified, evaluated, accounted for and disclosed in accordance with ASC 840-10-25.
Quanta’s established business practices and administrative policies with regard to material leasing arrangements are designed to establish standard terms and conditions to which the Company is willing to be bound, and to avoid other terms and
conditions, including certain types of default provisions, that would create unacceptable risks for or commercial constraints on Quanta’s operations, including limitations on the incurrence of additional indebtedness outside of the
Company’s commercial lending arrangements.

 The default provisions contained in Quanta’s operating lease agreements are considered
by management to be customary in a financing arrangement and of a nature that is related solely to Quanta’s operations. Other than as described below, the default provisions included in Quanta’s facility lease agreements and master
equipment lease agreements are limited to matters involving nonperformance by the lessee, bankruptcy or declarations of insolvency by the lessee, requirements to maintain insurance coverage, dissolution or termination of existence of the lessee and
breaches of representations and warranties regarding the lessee’s ability to enter into the lease contract in good faith. As is typical in such contracts, Quanta’s facility lease agreements do not contain material adverse change clauses,
cross-default provisions or any other subjective default provisions. Certain of Quanta’s master equipment lease agreements do contain cross-default provisions that are tied to agreements with the same lessor. However, management considers such
terms to be customary and of a remote risk, as the Company has not entered into multiple master leasing arrangements with the same lessor.

 In
connection with the Company’s review of the default provisions included within its lease agreements, the Company considered the requirements set forth in ASC 840-10-25-14, noting that all required conditions were satisfied (except as described
below), resulting in no impact on the classification of Quanta’s leases.

 With regard to one specific master equipment lease agreement,
Quanta is subject to a material adverse change clause. This clause is limited to circumstances in which Quanta’s ability to perform its obligations under the agreement is impaired. Quanta evaluated this specific provision within the context of
applying ASC 840-10-25-14 and included the maximum amount that Quanta could be required to pay upon such an event of default in its calculation of minimum lease payments for purposes of applying paragraph 840-10-25-1(d), and such consideration did
not have any impact on the classification of this agreement as an operating lease.

 Litigation and Claims, page 115

5.
Your disclosure indicates that you are unable to estimate the amount of a possible loss or range of loss relating to both the California Fire Litigation and
California Fire Claim matters. We have the following comments related to this disclosure:

 U.S. Securities and Exchange Commission

 April 10, 2012

 Page 5

•

 Please provide us with a specific and comprehensive discussion regarding why you cannot estimate your reasonably possible loss or range of loss in
excess of amounts accrued for each matter. We remind you that ASC 450 does not require estimation with confidence or precision.

•

 If you conclude that you cannot estimate the reasonably possible loss or range of loss please: (1) explain to us the procedures you undertake
on a quarterly basis to attempt to develop an estimate disclosure and (2) what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and
potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosures, including determining which of the potential outcomes are reasonably possible and what the reasonably
possible range of losses would be for those reasonably possible outcomes.

•

 Please clarify if the amount the USDA may seek for past and future restoration and other damages could exceed $51.3 million.

•

 Future disclosures regarding reasonably possible losses in excess of amounts accrued may be provided on an aggregated basis.

 Response:

 As disclosed in the Form 10-K, with respect to lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be
reasonably estimated. In addition, the Company discloses matters for which management believes a material loss is at least reasonably possible. As noted in the Staff’s comment, with respect to the two referenced matters specifically disclosed
in the Form 10-K, the Company is currently unable to estimate the possible loss or range of possible losses in excess of applicable insurance coverage. Management reached this conclusion taking a number of factors into account, including:

•

 unspecified, unsubstantiated or indeterminate damages, including uncertainty with respect to the total damages that could be claimed and the claimed
allocation of responsibility for total damages;

•

 the availability of insurance and/or recourse against other parties, particularly in light of the litigation over whether insurance coverage exists in
respect of the California Fire Litigation;

•

 the early stage of proceedings, lack of discovery and incomplete factual record;

•

 uncertainties regarding the legal theories upon which claims have been brought and the defenses available to the Company;

•

 the number of parties involved, either in the referenced matter or in related litigation;

•

 the possibility of settlements prior to trial; and

•

 the likelihood of success at trial and the likelihood of success on appeal.

 U.S. Securities and Exchange Commission

 April 10, 2012

 Page 6

 The Company respectfully notes, in particular, that no litigation has been filed in connection with the California Fire Claim, and that only very preliminary discovery has occurred in the various matters
related to the California Fire Litigation. In addition, in the California Fire Litigation, the plaintiff has not made a claim for specific damages.

 In accordance with the procedures discussed below, the Company will continue to monitor developments on these matters and reassess whether it is able to estimate the possible loss or range of possible
losses in excess of applicable insurance coverage. However, due to the inherent unpredictability of such developments, the Company is currently unable to estimate when the factors discussed above will be alleviated.

With regard to the Staff’s comment regarding the Company’s quarterly procedures to develop estimate disclosure, the Company respectfully
advises the Staff that it undertakes a quarterly review process during which all current lawsuits, claims and proceedings in which the Company is involved are analyzed, taking into account the guidance of ASC Topic 450. During this process,
management confers with in-house and outside counsel to discuss the current status of all such matters, including with respect to procedural posture, factual issues, legal theories, substantive rulings and claimed damages. Following that discussion,
management meets internally to discuss the matters, and to determine whether accruals are required for each matter if the potential loss is determined to be probable and the amount of loss can be reasonably estimated and, if applicable, whether any
change to prior accruals is required for any matter based on new information. Management also considers w

March 27, 2012
 Via E-mail

Mr. James H. Haddox, Chief Financial Officer Quanta Services, Inc. 2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 29, 2012 File No. 1-13831

Dear Mr. Haddox:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances please tell us  why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Form 10-K for the year ended December 31, 2011

 Notes to the Consolidated Financial Statements

 5.  Goodwill and Other Intangible Assets, page 97

 1. With a view towards future disclosure, please provide us with a specific and
comprehensive discussion of the under lyi ng reasons for and impact of your operating
unit reorganizations in fiscal 2011.  In this regard, please discuss how the goodwill
impairment testing for these units changed fr om 2010 to 2011.  In addition, please clarify
why the reorganization did not cause a reclas sification of your segment results in prior
periods.
 12.  Employee Benefit Plans, page 111

 2. We note that there have been fluctuations in  the amount of your c ontributions to each
plan year over year.  In futu re filings please provide a descri ption of the nature and effect

Mr. James H. Haddox Quanta Services, Inc. March 27, 2012 Page 2

 of any significant changes that affect the comparability of your contributions.  Please
refer to ASC Topic 715-80-50-6.
 3. We also note that you have made contribu tions to multi-employer defined contribution
plans and these contributions have increased year over year.  In future filings please provide a description of the nature and effect  of any significant ch anges that affect the
comparability of your contributions.  Please refer to ASC Topic 715-80-50-11
 14. Commitments and Contingencies, page 114

 Leases, page 115

 4. We note that you lease land, buildings and equi pment under operating leases.  Please tell
us how you evaluated the requirements of ASC Topic 840-10-25-14.  In this regard,
please explain whether these leases contain nonperformance related default covenants,
material adverse change clauses, cross-defau lt provisions or subjective default provisions,
and if so, how you evaluated su ch covenants and provisions.
 Litigation and Claims, page 115

5. Your disclosure indicates that you are unable to estimate the amount of a possible loss or
range of loss relating to both the Californ ia Fire Litigation and California Fire Claim
matters.  We have the following comments related to this disclosure:
 Please provide us with a specific and co mprehensive discussion regarding why you
cannot estimate your reasonably possible loss or range of loss in excess of amounts
accrued for each matter.  We remind you that ASC 450 does not require estimation with confidence or precision.
 If you conclude that you cannot estimate the reasonably possible loss or range of
loss please: (1) explain to us the procedures you undertak e on a quarterly basis to
attempt to develop an estimate disclosure and (2) what specific factors are causing the inability to estimate and when you exp ect those factors to be alleviated.  We
recognize that there are a number of uncerta inties and potential outcomes associated
with loss contingencies.  None theless, an effort should be made to develop estimates
for purposes of disclosures, including dete rmining which of the potential outcomes
are reasonably possible and what the reas onably possible range of losses would be
for those reasonably possible outcomes.
 Please clarify if the amount the USDA may s eek for past and future restoration and
other damages could exceed $51.3 million.
 Future disclosures regarding reasonably  possible losses in excess of amounts
accrued may be provided on an aggregated basis.

Mr. James H. Haddox Quanta Services, Inc. March 27, 2012 Page 3

 Collective Bargaining Agreements, page 119

 6. We note your disclosure that th e amount of additional funds that you may be obligated to
contribute to plans that are in the “endangered,” “seriously  endangered” or “critical”
status cannot be estimated because such amount s will “likely” be based on future levels
of work.  With a view towards future disclo sure, please clarify if additional funds may be
based on past levels of work or past cont ributions and, if so, how you have estimated
your potential obligations.

7. We note your disclosure that the amount of  your withdrawal liab ility for the Central
States plan could increase substantially.  With  a view towards future disclosure, please
provide us with a specific and comprehens ive discussion regarding why the amount of a
potential increase cannot be determined.  Please tell us what consideration you have
given to the range of reasonably pos sible losses.  Reference ASC 450.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Mindy Hooker at (202) 551-3732, Tricia Armelin at (202) 551-3747 or
me at (202) 551-3768 with any questions.
Sincerely,
   /s/ John Cash
John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

May 25, 2010
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2009
File No. 1-13831

Dear Mr. Haddox:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any questions regarding our revi ew of your filing, please direct them to
Mindy Hooker, Staff Accountant, at (202) 551-3732, Tricia Armelin, Senior Staff Accountant, at
(202) 551-3747, or to the undersigned at (202) 551-3689.
Sincerely,    John Hartz Sr. Asst. Chief Accountant

CORRESP
1
filename1.htm

corresp

May 11, 2010

John Hartz

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-4631

    Re:

    Quanta Services, Inc.

Form 10-K for the year ended December 31, 2009

File No. 1-13831

Dear Mr. Hartz:

     We are providing the following response to the comment letter dated April 27, 2010 from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the
Form 10-K for the year ended December 31, 2009 (our “Form 10-K”) filed by Quanta Services, Inc.
(the “Company” or “Quanta”). The response provided below is numbered to correspond to the Staff’s
comment, which has been reproduced herein for ease of reference. Unless otherwise indicated, all
page numbers in our responses refer to our Form 10-K.

Form 10-K for the year ended December 31, 2009

Notes to the Consolidated Financial Statements

4. Acquisitions, page 89

    1.

    We note your response to our prior comment four and appreciate the additional
information you have provided. Please ensure that you revise future filings to include
disclosures regarding the key points you provided in your response.

Response:

We acknowledge the Staff’s comment and in future annual filings, the Company will revise its
disclosures to include the key points provided in our previous response to the Staff’s comment
referenced above, which were included in the Company’s previous response letter to the Staff dated
April 19, 2010.

U.S. Securities and Exchange Commission

May 11, 2010

Page 2

     We respectfully request an opportunity to discuss this response letter further with the Staff
if, following a review of this information, the Staff does not concur with our views. If you have
further questions or comments, or if you require additional information, please do not hesitate to
contact the undersigned by telephone at (713) 985-6406 or by facsimile at (713) 629-7676.

    Very truly yours,

    /s/      James H. Haddox

    James H. Haddox

    Chief Financial Officer

    cc:

    James R. Ball

Chairman, Audit Committee

Ray Garcia

Assurance Engagement Partner

PricewaterhouseCoopers LLP

1201 Louisiana

Suite 2900

Houston, Texas 77002

Mindy Hooker

Tricia Armelin

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

April 27, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2009
File No. 1-13831

Dear Mr. Haddox:

We have reviewed your response to our comm ent letter dated April 6, 2010 and have the
following comment.  Where indicated, we think you should revise your disclosures in response
to this comment. If you disagree, we will cons ider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Plea se understand that the purpose of our review
process is to assist you in your compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filing.  We look forward to working with you in these
respects.  We welcome any questions you may ha ve about our comments or on any other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2009

Notes to the Consolidated Financial Statements
 4. Acquisitions, page 89

1. We note your response to our prior comment  four and apprecia te the additional
information you have provided.  Please ensure that you revise future filings to include
disclosures regarding the key poi nts you provided in your response.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review.  Pl ease file your response letter on EDGAR.  Pl ease understand that
we may have additional comments after re viewing your responses to our comments.

Mr. James H. Haddox
Quanta Services, Inc.
April 27, 2010 Page 2

If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3689.
Sincerely,    John Hartz Sr. Asst. Chief Accountant

CORRESP
1
filename1.htm

corresp

April 19, 2010

John Hartz

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-4631

    Re:

    Quanta Services, Inc.

Form 10-K for the year ended December 31, 2009

File No. 1-13831

Dear Mr. Hartz:

     We are providing the following responses to the comment letter dated April 6, 2010 from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the
Form 10-K for the year ended December 31, 2009 (our “Form 10-K”) filed by Quanta Services, Inc.
(the “Company” or “Quanta”). The responses provided below are numbered to correspond to the
Staff’s comments, which have been reproduced herein for ease of reference. Unless otherwise
indicated, all page numbers in our responses refer to our Form 10-K.

Form 10-K for the year ended December 31, 2009

Critical Accounting Policies, page 53

Valuation of Goodwill, page 55

    1.

    We note your disclosure on page 18 that your results of operations could be adversely
affected as a result of goodwill impairments. We also note that your sales and operating
profits continue to suffer in the current economic environment. To the extent that any of
your reporting units have estimated fair values that are not substantially in excess of
their carrying values and goodwill for such reporting units, in the aggregate or
individually, if impaired, could materially impact your results or total shareholders’
equity, please identify and provide the following disclosures for each such reporting unit
in future filings:

    •

    The percentage by which fair value exceeds carrying value as of the most-recent
step-one test.

    •

    The amount of goodwill allocated to the unit.

    •

    A description of the material assumptions that drive estimated fair value.

    •

    A discussion of any uncertainties associated with each key assumptions.

U.S. Securities and Exchange Commission

April 19, 2010

Page 2

    •

    A discussion of any potential events, trends and/or circumstances that could have a
negative effect on estimated fair value.

    If you have determined that estimated fair values substantially exceed the carrying values
of your reporting units, please disclose that determination in future filings. Reference
Item 303 of Regulation S-K.

Response:

We acknowledge the Staff’s comment and note for the Staff that in connection with the Company’s
most recent goodwill impairment test, which was performed in the fourth quarter of 2009, all of the
Company’s reporting units had implied fair values that ranged from 23% to 155% in excess of their
carrying values, except for one reporting unit which had an implied fair value that was 2% in
excess of its carrying value. Although the percentage by which this reporting unit’s fair value
exceeded its carrying value was not as substantial in comparison to Quanta’s other reporting units,
management determined that this reporting unit was not reasonably likely to fail step one of the
two step impairment test required by Accounting Standards Codification (ASC)-350, and as a result,
would not be reasonably likely to recognize a goodwill impairment in future periods that could
materially impact the Company’s results or total shareholders’ equity.

This reporting unit, which was acquired in late 2007, carries a goodwill balance of approximately
$95 million and primarily provides electric power transmission infrastructure services. Noting that
Quanta reported increased revenues from electric transmission services in 2009 as compared to 2008
and 2007 (refer to page 41 of the Company’s 2009 Form 10-K), management continues to maintain a
positive performance outlook for this type of work in the future, as disclosed in management’s most
recent Outlook section of the Company’s 2009 Form 10-K, which stated:

“Over the past two years, many utilities across the country have begun to implement plans to
improve their transmission and distribution systems, with a more significant focus on the
upgrade and build-out of the transmission grid. As a result, new construction, structure
change-outs, line upgrades and maintenance projects on many transmission systems are occurring
or planned. We have seen a slowdown in spending by our customers on their distribution
systems, which we believe is due primarily to adverse economic and market conditions, and we
expect distribution spending to remain slow during 2010. We believe, however, that
utilities remain committed to the expansion and strengthening of their transmission
infrastructure, and we do not expect significant delays in most of the large transmission
projects.”

Regarding recently acquired reporting units, management does not always expect a step one
impairment test to indicate an implied fair value that is substantially different from a recently
acquired reporting unit’s carrying value. Such similarities in value are generally an indication
that management’s forward-looking expectations for a recently acquired reporting unit remain
relatively consistent with the assumptions that were used to derive its initial fair value. With
respect to the recently acquired reporting unit identified in the paragraphs above, management

U.S. Securities and Exchange Commission

April 19, 2010

Page 3

notes this to be the case, and accordingly, has concluded that the mere fact that this reporting
unit’s most recent implied fair value is not substantially in excess of its carrying value is not
an indication that an impairment of goodwill is reasonably likely to occur. When evaluating all of
the Company’s 2009 step one impairment test results, management considered the factors described in
the paragraphs above as well as other factors in determining whether or not an impairment of
goodwill for any reporting unit was reasonably likely to occur in future periods.

In future filings, the Company will provide the disclosures enumerated in the Staff’s comment above
regarding its reporting units, either individually or on an appropriately aggregated basis, that
have estimated fair values that are not substantially in excess of their carrying values and for
which failure of the Company’s step one impairment test is reasonably likely to occur, to the
extent that goodwill, if impaired, could materially impact the Company’s results of operations or
total shareholders’ equity. Additionally in future filings, the Company will include more specific
and comprehensive disclosure regarding factors that are considered in management’s evaluation of
its step one impairment test results, including a discussion of recently acquired reporting units
and factors that can influence changes in their implied fair value.

Valuation of Other Intangibles, page 57

    2.

    Please revise future filings to include a more specific and comprehensive discussion
regarding how you consider current events and circumstances in determining whether it is
necessary to test your intangible assets for recoverability. If an analysis is conducted
in a given period, please include a specific and comprehensive discussion regarding the
results of that analysis.

Response:

We acknowledge the Staff’s comment, and in future filings, the Company will include a more specific
and comprehensive discussion regarding current events and circumstances that management considers
in determining whether it is necessary to test the Company’s intangible assets for recoverability
or impairment. To the extent that such triggering events are identified in
a given period and an interim impairment test is performed, the Company will provide a specific and
comprehensive discussion, to the extent material, regarding such analysis.

Notes to the Consolidated Financial Statements

4. Acquisitions, page 89

    3.

    With a view towards future disclosure, please provide us with the following information
regarding your acquisition of Price Gregory:

U.S. Securities and Exchange Commission

April 19, 2010

Page 4

    •

    Please provide us with a specific and comprehensive discussion regarding how you
have incorporated market participant assumptions in your valuation. Reference ASC
820-10.

    •

    Please provide us with a more specific and comprehensive discussion regarding your
valuation approach and method related to the identifiable intangible assets.

    •

    Please tell us if the purchase was subject to any contingent consideration and, if
so, how the value of this consideration was determined.

Response:

Regarding the acquisition of Price Gregory, Quanta used the fair value premise as the primary basis
for its valuation procedures, with fair value being defined as “the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date” (ASC 820-10-20). As the definition of fair value within the current U.S.
generally accepted accounting standards is market based, management accordingly considered the
highest and best use of all tangible and intangible assets acquired as the valuation premise on
which to base its fair value measures. This methodology therefore excluded differences arising
from the Company’s actual intended use of the acquired assets, as they were not considered relevant
for purposes of measuring initial fair value.

In response to the Staff’s comment regarding the Company’s valuation approach and method related to
the identifiable intangible assets associated with the Price Gregory acquisition, we note for the
Staff that the Company continues to apply the fair value premise as the primary basis for
valuation procedures and that such procedures reflect assumptions that would be made by market
participants if these market participants were to buy or sell each identified intangible asset on
an individual basis. Quanta engaged the services of an independent valuation firm to assist
management with this valuation process, including the development of valuation assumptions,
selection of appropriate valuation methodologies, identification of comparable guideline companies
within the pipeline services industry, and identification of other market participant
benchmarks such as investor return rates and leverage ratios, completion of valuation calculations
and the preparation of a certified appraisal report in support of the valuation procedures
performed. Throughout this process, the Company identified comparable market participant
assumptions, where appropriate, which were used either as a benchmark against management’s
assumptions or as a guideline to develop appropriate valuation scenarios. For example, the Company
identified six guideline companies with operations similar to Price Gregory and developed a range
of industry based weighted average costs of capital, which was then used to determine an
appropriate weighted average cost of capital and discount rate for Price Gregory’s valuation
purposes. Additionally, the Company utilized various income method approaches to value its
intangible assets, which included forward cash flow estimates based on historical performance and
the use of a discount rate consistent with comparable companies. We believe such valuation methods
appropriately represent the methods that would be used by other market participants in determining
fair value. Where possible, the Company analyzed and compared its assumptions to available market
data, such as trade name royalty rates, public company valuation multiples and recent market
acquisition multiples. Based on this data,

U.S. Securities and Exchange Commission

April 19, 2010

Page 5

management considered if there were any buyer specific assumptions unique to Price Gregory and
determined that the valuation models only considered and reflected those factors that other market
participants would consider in determining fair value for all the acquired assets.

In identifying intangible assets that require separate recognition, management considered the
following specific criteria provided in ASC 805 related to the separate recognition of intangible
assets:

    •

    The intangible asset must arise from contractual or other legal rights, regardless of
whether those rights are transferable or separable from the acquired entity or from other
rights and obligations.

    •

    If the intangible asset does not arise from contractual or other legal rights, it should
be recognized as a asset apart from goodwill only if it is separable, that is, it is
capable of being separated or divided from the entity and sold, transferred, licensed,
rented or exchanged (regardless of whether there is an intent to do so). An intangible
asset that cannot be sold, transferred, licensed, rented or exchanged individually is
considered separable if it can be sold, transferred, licensed, rented or exchanged in
combination with a related contract, asset or liability.

    •

    Intangible assets include but are not limited to (i) trademarks, trade names, and
related intellectual property, (ii) patents, (iii) supply agreements, (iv) core technology,
(v) developed technology, (vi) in-process technology (also referred to as “purchased
research and development”), (vii) assembled work force (utilized as a contributory asset),
(viii)
customer relationships, (ix) internally developed software, (x) licenses and (xi) covenants
not-to-compete.

Further, management’s valuation assumptions related to the intangible assets acquired in connection
with the Price Gregory acquisition included factors specific to each identified asset, such as:

    •

    the value of economic or monetary benefit to its owners and the measurability of that
benefit;

    •

    the enhancement to other assets with which it may be associated;

    •

    the intention of future utilization;

    •

    the decay of the economic life; and

    •

    the relative risk profile.

Based on these considerations, management, with the assistance of the third party valuation
specialist, reviewed existing valuation methods, including the income approach, the market approach
and the cost approach, and selected methods based on the appropriateness of each in relation to the
type of asset being valued. For example, within the income approach, management notes that various
discounted cash flow methods exist including the multi-period excess earnings method (MPEE method)
and the relief from royalty method. The MPEE method

U.S. Securities and Exchange Commission

April 19, 2010

Page 6

was used to estimate the fair value of backlog, by first estimating the total cash flows to be
generated by the acquired business and then deducting from that amount an estimate of fair returns
on all of the other assets that contributed to the generation of the cash flow. Separately, the
relief from royalty method was used to value Price Gregory’s trade names, which is a method based
on the premise that a brand holding company owns the brand and licenses it to an operating company
in exchange for the payment of a notional price expressed as a royalty rate. Under this method,
the net present value of all forecasted royalty payments represents the fair value of the licensed
brand asset. These methods allowed management to specifically consider market participant
assumptions in the valuation process in the form of comparable rates of return and industry
benchmarks for brand royalty rates.

All identified intangible assets that existed at the valuation date were initially considered in
the valuation analysis. Potential intangible assets were identified through an assessment of the
economics of the transaction, a review of supporting documents and materials and discussions with
the management of Price Gregory. The following table enumerates the intangible assets that were
considered in Quanta’s analysis along with a discussion of the valuation methodology employed:

    Asset Identification

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

April 6, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2009
File No. 1-13831

Dear Mr. Haddox:

We have reviewed your filings and have th e following comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2009

Critical Accounting Policies, page 53
 Valuation of Goodwill, page 55

1. We note your disclosure on page 18 that your results of operations could be adversely
affected as a result of goodwill impairments.  We also note that your sales and operating
profits continue to suffer in the current economic  environment.  To the extent that any of
your reporting units have estimated fair values that are not substantia lly in excess of their
carrying values and goodwill for such reporting un its, in the aggregate or individually, if
impaired, could materially impact your resu lts or total sharehol ders’ equity, please
identify and provide the following disclosu res for each such reporting unit in future
filings:
• The percentage by which fair value exceeds carrying value as of the most-recent step-
one test.
• The amount of goodwill allo cated to the unit.
• A description of the material assumpti ons that drive estimated fair value.

Mr. James H. Haddox
Quanta Services, Inc.
April 6, 2010 Page 2
• A discussion of any uncertainties associated with each key assumptions
• A discussion of any potential events, trends  and/or circumstances that could have a
negative effect on estimated fair value.
If you have determined that estimated fair va lues substantially exceed the carrying values
of your reporting units, please disclose that de termination in future filings.  Reference
Item 303 of Regulation S-K.
 Valuation of Other Intangibles, page 57

2. Please revise future filings to include a more specific and comprehensive discussion
regarding how you consider current events and circumstances in determining whether it is
necessary to test your intangible assets for recoverability.  If an analysis is conducted in a
given period, please include a specific and comprehensive discussion regarding the
results of that analysis.
 Notes to the Consolidated Financial Statements

 4. Acquisitions, page 89

3. With a view towards future disclosure, plea se provide us with the following information
regarding your acquisiti on of Price Gregory:
• Please provide us with a specific and co mprehensive discussion regarding how you
have incorporated market pa rticipant assumptions in your valuation.  Reference ASC
820-10.
• Please provide us with a more specific a nd comprehensive discussion regarding your
valuation approach and method related to  the identifiable in tangible assets.
• Please tell us if the purchase was subject to  any contingent consideration and, if so,
how the value of this cons ideration was determined.
 13.  Employee Benefit Plans, page 109

4. We note your disclosure on page 49 that c ontributions to your multi-employer pension
plan cannot be determined in advance for fu ture periods.  With a view towards future
disclosure, please provide us with a mo re specific and comprehensive discussion
regarding why you cannot estimate these contri butions.  In addition, we note that you are
required to contribute additional funds to one of your plans in a “critical” status.  With a
view towards future disclosure, please provide us with an estimate of these contributions
or tell us why you cannot estimate these amounts.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review.  Pl ease file your response letter on EDGAR.  Pl ease understand that
we may have additional comments after re viewing your responses to our comments.

Mr. James H. Haddox
Quanta Services, Inc.
April 6, 2010 Page 3
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3689.
Sincerely,    John Hartz Sr. Asst. Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

November 6, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
  Form 10-K for the year ended December 31, 2007   Form 10-K for the year ended December 31, 2008
File No. 1-13831

Dear Mr. Haddox:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any questions regarding our review  of these filings, please direct them to
Mindy Hooker, Staff Accountant, at (202) 551-3732, Tricia Armelin, Senior Staff Accountant, at
(202) 551-3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

September 1, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-Q for the quarter ended June 30, 2009 File No. 1-13831

Dear Mr. Haddox:

We have reviewed your response to our le tter dated July 13, 2009 and the above noted
filings and have the following comment.  Wh ere indicated, we think you should revise your
document in response to this comment.  If you di sagree, we will consider your explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  We may ask you to provide us with supplemental information so we may
better understand your disclosure.  After reviewi ng this information, we may or may not raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-Q for the period ended June 30, 2009

Notes to the Consolidated Financial Statements
 Note 9.  Segment Information, page 23

 We have reviewed your response to our previous  comment one in our le tter dated July 13, 2009
as well as the disclosures in your Form 10-Q for the period ended June 30, 2009 and have the
following additional comments:

Mr. James H. Haddox
Quanta Services, Inc.
September 1, 2009 Page 2

• With a view towards future disclosure, plea se provide us with a detailed analysis to
support your conclusion that aggregation of your operating units base d on your divisional
structure is appropriate taki ng into consideration paragra ph 17 of SFAS 131.  We remind
you that operating segments can only be aggr egated if they are economically similar
historically and exhibit similar long-term trends , and thus can be expected to have similar
prospects in the future.  It appears to us  that your different industries may not be
exhibiting similar short-term trends as to num ber, size and duration of contracts.  We ask
that you please provide this analysis in a timely manner prior to filing your Form 10-Q
for the period ending September 30, 2009.
• In future filings please enhance your discus sion regarding how your business is managed
to include information you have previously provided to us such as:
o Each operating unit reports to one of two managers below the CODM;
o Operating units may compete against each  other for a particular job and an
entrepreneurial sprit is encouraged in the individual operating units; however, staff and other resources may be shared among operating units on particular jobs
or contracts;
o Operating units may serve customers in multiple industries but are grouped into
divisions based on their predominant of  type of contracts and customers;
o Work may be allocated among operating un its and divisions by the division
Presidents working together;
o Metrics in addition to reve nues, gross margin, operating income that are used to
evaluate performance, and;
o How you determine compensation and what factors the compensation committee
may utilize.
• We note your disclosure that the predominan t type of work by an individual operating
unit can change as the operating unit may e xpand its service capabilities or develop
market opportunities for different types of work.  In future filings pl ease clearly explain
and quantify, if meaningful, th e changes in predominant work by operating units to help
the reader better understand any changes in your segment results.
• We note your discussion of vari ous factors that can influe nce gross margins.  Please
revise future filings to in clude a more specific and comp rehensive discussion regarding
how changes in these factors impact changes in  your operating results.  Please ensure that
you provide quantified inform ation where practicable.
• We note your disclosure that differences in margins in certain  of your services
contributed to changes in your gross profit.  Please revise future filings to quantify the
impact of these margin differences where practicable.
• We note that revenues in th e electric power services se gment were impacted by a
decrease in revenues from emergency restoration services.  In future filings please further explain why this type of variance occurre d by specifically discussing the underlying
events that led to the emer gency restoration services.
 With regard to the above comments, please provide  us with your proposed future disclosures.

Mr. James H. Haddox
Quanta Services, Inc.
September 1, 2009 Page 3

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review.  Pl ease file your response letter on EDGAR.  Pl ease understand that
we may have additional comments after re viewing your responses to our comments.

If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

CORRESP
1
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corresp

August 6, 2009

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    RE:

    Quanta Services, Inc.

Form 10-Q for the quarter ended September 30, 2008

Form 10-K for the year ended December 31, 2008

Form 8-K filed May 6, 2009

File No. 1-13831

Dear Mr. Cash:

     We are providing the following response to the comment letter dated July 13, 2009 from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form
10-Q for the quarter ended September 30, 2008, the Form 10-K for the year ended December 31, 2008,
and the Form 8-K filed May 6, 2009 by Quanta Services, Inc. (“Quanta” or the “Company”). The
following response is keyed to the Staff’s comment, and unless otherwise stated, all page numbers
in our response refer to the respective page numbers in the relevant filing. For purposes of this
letter, references to Quanta’s operating units are intended to mean those 25 operating segments
that comprise Quanta’s Infrastructure Services segment. This response has been prepared with the
expectation that the Company will have the opportunity to discuss with the Staff information
submitted in this response if, following a review of the information, the Staff has further
questions or comments.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Consolidated Financial Statements

Note 9. Segment Information, page 25

    1.

    We have reviewed your response to our previous comment in our letter dated May 26,
2009 and appreciate the additional information you have provided. However, we continue to
note that your operating segments are aggregated into sub-totals by division in reports
used by your CODM and your Board of Directors. It appears to us that this divisional
reporting structure coincides with your organizational structure and therefore meets the
criteria for separate reporting. Please revise future filings to include this
information.

1

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. We will revise
future filings to include segment information based upon Quanta’s organizational structure. Per
the Staff’s additional request, we have assessed our disclosure controls and procedures and
concluded they are adequate and effective.

Form 10-K for the period ended December 31, 2008

Critical Accounting Policies, page 50

Valuation of Intangibles and Long-Lived Assets, page 52

    2.

    We note in your response letter dated December 11, 2008, that you intended to
consider the comments in our letter dated November 26, 2008 when preparing your financial
disclosures regarding accounting for goodwill. We note that you have made some additional
disclosures here as well as in your Form 10-Q for the quarterly period ended March 31,
2009. However, given that your goodwill balance represents a significant percentage of
your assets as well as the fact that any impairment of your goodwill may have a
significant impact on your results, we continue to believe that your disclosures should be
further expanded in order to provide investors with better insight into management’s
judgments. Therefore, please revise future filings to disclosure the following items:

    •

    The reporting unit level at which you test goodwill for impairment and your
basis for that determination.

    •

    A quantitative discussion of the material assumptions used and a sensitivity
analysis of those assumptions based upon reasonably likely changes.

    •

    A qualitative and quantitative discussion of any reporting units that are at
risk for impairment, including the amount of goodwill allocated to those units.

    •

    How the assumptions and methodologies used for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.

    •

    Quantitative information regarding any significant know trends;

    •

    Any material and useful information that you gather and analyze regarding the
risks of recoverability of your assets.

Item 303 of Regulation S-K requires MD&A disclosure of material uncertainties unless
management has concluded that the uncertainty is not reasonably likely to materially
impact future operating results. This could include uncertainties regarding the
recoverability of goodwill. We caution you that, to the extent you gather and analyze
information regarding the risks of recoverability of goodwill, such information may be

2

required to be disclosed if it would be material and useful to investors. We believe
that it is important to provide investors with information to help them evaluate the
current assumptions underlying your impairment assessment relative to your current
market conditions and your peers to enable them to attempt to assess the likelihood of
potential future impairments. We believe that detailed rather than general disclosures
regarding these risks and exposures would provide investors with the appropriate
information to make this evaluation. In this regard, we urge you to consider what
additional quantitative disclosures can be provided to convey the risk that impairment
charges may be recorded.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. In future
filings, we will further consider each of the Staff’s comments above when preparing the Company’s
financial disclosures regarding accounting for its goodwill.

Form 8-K filed May 6, 2009

    3.

    We note your presentation of cash earnings per diluted share, a non-GAAP measure.
This per share measurement is prohibited by Item 2.02 of Form 8-K and Item 10 of
Regulation S-K. Please revise future disclosures to delete this presentation.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. In our most
recent disclosure furnished in the Company’s Form 8-K dated August 5, 2009, we removed, and in
future disclosures we will remove from our Form 8-K filings, the reference to “cash earnings per
diluted share.” To the extent that we include any non-GAAP financial measure in any future
disclosures, we will appropriately identify such non-GAAP measure and will comply with Item 2.02 of
Form 8-K, which incorporates the requirements of Item 10(e)(i)(1) of Regulation S-K.

*****

3

     If you have further questions or comments, or if you require additional information or further
dialogue with the Company’s management regarding any of the matters addressed above, please contact
the undersigned by telephone at (713) 985-6406 or by facsimile at (713) 629-7676.

    Very truly yours,

/s/  James H. Haddox

James H. Haddox

Chief Financial Officer

    cc:

    James R. Ball

Chairman, Audit Committee

    Mindy Hooker, Staff Accountant

Tricia Armelin, Senior Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

    Kenneth Miller, National Professional Services Partner

Ray Garcia, Houston Market Assurance Leader

David Carroway, Assurance Partner

PricewaterhouseCoopers LLP

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

July 13, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-Q for the quarter ended September 30, 2008
Form 10-K for the year ended December 31, 2008
Form 8-K filed May 6, 2009
File No. 1-13831

Dear Mr. Haddox:
We have reviewed your response to our letter dated May 26, 2009 and the above noted
filings and have the following comments.  Wher e indicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-Q for the period ended September 30, 2008

Notes to the Consolidated Financial Statements
 Note 9.  Segment Information, page 25

1. We have reviewed your response to our pr evious comment in our letter dated May 26,
2009 and appreciate the additional informa tion you have provided.  However, we
continue to note that your ope rating segments are aggregated  into sub-totals by division
in reports used by your CODM a nd your Board of Directors.  It  appears to us that this
divisional reporting st ructure coincides with your organi zational structure and therefore
meets the criteria for separate reporting.  Pl ease revise future filings to include this
information.

Mr. James H. Haddox
Quanta Services, Inc.
July 13, 2009 Page 2
Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies, page 50
 Valuation of Intangibles a nd Long-Lived Assets, page 52

2. We note in your response letter dated Decem ber 11, 2008 that you intended to consider
the comments in our letter dated Novemb er 26, 2008 when preparing your financial
disclosures regarding accounting for goodwill.   We note that you have made some
additional disclosures here as well as in your Form 10-Q for the quarterly period ended
March 31, 2009.  However, given that your goodwill balance represents a significant
percentage of your assets as well as the fact that any impairment of your goodwill may
have a significant impact on your results, we continue to believe that your disclosures
should be further expanded in order to pr ovide investors with better insight into
management’s judgments.  Therefore, please revise future filings to disclose the
following items:
• The reporting unit level at which you test goodwill for impairment and your basis for
that determination.
• A quantitative discussion of the material assumptions used and a sensitivity analysis
of those assumptions based upon reasonably likely changes.
• A qualitative and quantitative discussion of any reporting units that are at risk for
impairment, including the amount of goodwill allocated to those units.
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.
• Quantitative information regardi ng any significant known trends;
• Any material and useful information that you gather and analyze regarding the risks
of recoverability of your assets.

Item 303 of Regulation S-K requires MD&A di sclosure of material  uncertain ties unless
management has concluded that the uncertainty  is not reasonably likely to materially
impact future operating results. This c ould include uncertainties regarding the
recoverability of goodwill. We caution you that , to the extent you gather and analyze
information regarding the risks of recovera bility of goodwill, such information may be
required to be disclosed if it would be material  and useful to investors. We believe that it
is important to provide invest ors with information to help  them evaluate the current
assumptions underlying your impairment asse ssment relative to your current market
conditions and your peers to enable them to attempt to assess the likelihood of potential
future impairments. We believe that detailed rather than general disclosures regarding these risks and exposures would provide inve stors with the appropriate information to
make this evaluation. In this regard, we urge  you to consider what additional quantitative
disclosures can be provided to convey the risk  that impairment charges may be recorded.

Mr. James H. Haddox
Quanta Services, Inc.
July 13, 2009 Page 3
Form 8-K filed May 6, 2009

3. We note your presentation of cash earnings per diluted share, a non-GAAP measure.
This per share measurement is prohibited by Item 2.02 of Form 8-K and Item 10 of Regulation S-K.  Please revi se future disclosures to delete this presentation.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review.  Pl ease file your response letter on EDGAR.  Pl ease understand that
we may have additional comments after re viewing your responses to our comments.

If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

CORRESP
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June 25, 2009

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    RE:

    Quanta Services, Inc.

    Form 10-K for the year ended December 31, 2007

    Definitive Proxy Statement, April 18, 2008

    Form 10-Q for the quarter ended September 30, 2008

    File No. 1-13831

Dear Mr. Cash:

          We are providing the following response to the comment letter dated May 26, 2009 from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form
10-K for the year ended December 31, 2007, the Definitive Proxy Statement dated April 18, 2008 and
the Form 10-Q for the quarter ended September 30, 2008 filed by Quanta Services, Inc. (“Quanta” or
the “Company”). The following response is keyed to the Staff’s comment, and unless otherwise
stated, all page numbers in our response refer to the respective page numbers in the relevant
filing. For purposes of this letter, references to Quanta’s operating units are intended to mean
those 25 operating segments that comprise Quanta’s Infrastructure Services segment. This response
has been prepared with the expectation that the Company will have the opportunity to discuss with
the Staff information submitted in this response if, following a review of the information, the
Staff has further questions or comments.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Consolidated Financial Statements

Note 9. Segment Information, page 25

    1.

    We have reviewed your response to our previous comment in our letter dated February
2, 2009 and appreciate the additional information you have provided. However, it continues
to appear to us that you have not fully demonstrated how you determined it was appropriate
to aggregate the 25 operating units that comprise your Infrastructure Services reportable
segment. Therefore, please address the following items:

1

    •

    Please clarify for us what measures or group of measures is used by your CODM
to evaluate the economic performance of your operating segments. In addition,
please provide us with an analysis of these measures for each quarter in the past
two fiscal years as well as the most recent interim period with an explanation of
how you have considered the similarities and differences in these measures when
determining it was appropriate to aggregate your operating segments.

Response:

The primary measures that are used by Quanta’s CODM to evaluate the performance of Quanta’s
operating units are monthly, quarterly and year-to-date revenues, gross profit and operating income
by operating unit and detailed analyses of revenue and gross profit by project at each operating
unit for the applicable reporting period. Each operating unit performs and provides to Quanta a
project-by-project analysis describing the various items impacting project performance for the
period and their effect on billed and unbilled revenue, project costs incurred and estimated to be
incurred and overall project profitability compared to previous expectations. As reflected in our
January 9, 2009 response letter to the Staff, we have previously provided to the Staff, under a
confidential treatment request, various reports provided to Quanta’s CODM labeled Category A,
including a July 2008 example of the monthly CODM package, which evidences that a significant
amount of the information included within Quanta’s CODM package is this type of project level data.
This information provides management’s basis for understanding the overall performance of each
operating unit and its variations from expectations for the applicable reporting period. We note
for the Staff that the monthly CODM package does not include aggregated information by type of work
or geographic location, and also does not include any measures of operating income by project, or
of EBITDA either by operating unit, by geographic location, by project or by type of work, or any
other data that might indicate that a different methodology currently exists for managing Quanta’s
operations other than that currently used for analysis of results by operating unit.

The project-by-project performance measures of revenues and gross profit are key to management’s
analysis of each operating unit’s performance in any given reporting period and we note that
examples of this information are included in the examples of Quanta’s CODM packages that were
previously provided to the Staff on a confidential basis in our January 9, 2009 response to the
Staff. However, for purposes of responding to the Staff’s request for additional information
regarding management’s analysis of performance measures, we believe that such project level
information for each quarter in the past two fiscal years and the most recent interim period would
be too voluminous (e.g., it would present information covering thousands of projects) to provide to
the Staff. In response to the Staff’s request, we have prepared a summary schedule of each of the
measures of revenue, gross profit and operating income by operating unit for each quarter in the
past two fiscal years and the most recent interim period, which we have

2

provided as Attachment A to the Staff supplementally by hand delivery and under separate cover,
pursuant to a confidential treatment request under the Freedom of Information Act and applicable
regulations of the Commission (the “Confidential Treatment Request”). Further, we have also
provided to the Staff an analysis of these performance measures in the detailed discussion in
Attachment B to this letter.

The information provided supplementally as Attachment A and the discussion included in Attachment B
illustrates the substantial variability in gross margins and operating income margins that
routinely occurs at the operating unit level. In addition, it illustrates that the variability
occurs between reporting periods for the same operating unit, among operating units that have
similar mixes of services and between operating units with different mixes of services. These
variations also exist whether analyzing margins over sequential periods or on a year-over-year
basis. This variability is a function of the project-by-project nature of the services that each
of Quanta’s operating units provide.

The analyses described in Attachment B are not exhaustive, and their relevance is not limited to
the discussion presented. However, we do believe they provide representative examples of the
variability that exists among all operating units, by type of work and in period-to-period
comparisons. These examples also support the conclusions reached in considering the similarities
and differences in these measures when determining it was appropriate to aggregate Quanta’s
operating segments and why we believe that Quanta’s current enterprise-wide disclosure of revenues
by type of work enhance the financial statement user’s understanding. We believe that the analyses
in Attachment B illustrate that the fundamental similarities underlying Quanta’s operating units
cannot be measured in a simplistic comparison of operating margins. Such an approach would not
lend itself to consideration of the more relevant economic characteristic that is similar across
all operating units, which is the project-by-project performance risk at each of Quanta’s operating
units. Inherent to each project within the specialty contracting industry is a unique set of
performance risks which are associated with, among other things, the complexity of the individual
project requirements, the location and physical conditions of the project site, the need to
coordinate with other contractors, the labor pool involved, the risks of customer outages, the use
of subcontractors, right-of-way requirements, permitting and licensing requirements, the level of
customer change orders, production time frames and completion deadlines as well as the capabilities
of the individual project management teams. These types of project-specific performance risks
represent the similar economic characteristics associated with Quanta’s specialty contracting
services that management considers in evaluating Quanta’s operating units for aggregation.

    •

    Please further explain the statement contained in your response letter dated
December 11, 2008 that, in determining that it was appropriate to aggregate the 25
operating segments into your Infrastructure Services reportable segment, you
concluded that the economic characteristics will be similar over the long-term in
the sense that they are expected to vary.

3

Response:

We note the full statement made in our previous letter was as follows: “Accordingly, Quanta
anticipates that its operating units’ economic characteristics will be similar over the long-term
in the sense that they are expected to vary among the operating units and between periods due to
the nature of the work performed.”

The context of this statement was closure to a point discussing that the similarity in long-term
average gross margins is an important factor for aggregation. In this discussion, we noted that
“similarity of gross margins has frequently been discussed as being within 5% or 10%.” The
statement the Staff refers to was included to illustrate that pricing and production risk are
inherent to Quanta’s industry due to the project-by-project nature of Quanta’s work and that the
narrow definition of this economic characteristic was not meaningful in Quanta’s case due to the
significant fluctuations in margins that frequently result from these risks. The intention of this
statement in our previous response was to succinctly convey the same conclusion that is discussed
under the response included in this letter to the first bullet point of the Staff’s comment: that
the project-level risk among all operating units is what creates the similar economic
characteristic associated with margins, which is also what is expected to be similar in both the
near-term and long-term for Quanta’s operating units.

    •

    Tell us how the geographic location of the operating units impacts the results
of the operating unit by addressing the location of each unit, the impact that the
difference in local labor costs may have on your units and the impact of the
region on your revenue stream.

Response:

The geographic location of the operating unit itself does not impact the revenue stream or the
results of the operating unit. As discussed in the above responses, an operating unit’s results
are impacted by the performance and associated risk on each of its individual projects. The aspect
of the geographic location that impacts the projects is not the geographic region within the United
States where each unit is located, but rather the geographic characteristics associated with the
physical location where the work is being performed. Such characteristics include urban versus
rural settings, mountainous versus open terrain, rock versus dirt, or even a location’s
susceptibility to inclement weather. These types of geographic factors are evaluated as a part of
the overall risk that may impact project productivity, which are then considered when pricing the
work to be performed. However, their impacts on productivity vary from project to project, and
therefore the margins on projects can vary significantly due to the inherent risks of performance,
including risks associated with specific locations.

Additionally, in response to the Staff’s request, we have provided to the Staff a listing of the
location of each of Quanta’s operating units in Attachment C. This listing indicates the
location of each of the corporate offices of the operating units, which has minimal correlation
with where the contracted work is actually performed by that operating unit.

4

In addition, we have indicated each of the operating unit’s operating locations, some of which may
be used for project-specific purposes. As noted in the listing, most of Quanta’s operating units
have multiple offices and many of them have a presence in numerous states. Many of these offices
overlap the geographic areas of operation for other operating units. To further illustrate how the
geographic location of each operating unit does not impact the results of an operating unit, we
note that all but one of Quanta’s operating units performed work in multiple states during 2008.
Of the total number of operating units, seven performed work in over twenty states and fifteen
performed work in over ten states. Many of those operating units that performed services in less
than ten states performed a significant amount of work across a broad geographic area. For
example, one operating unit whose corporate office is located in Colorado performed work in five
states: Colorado, California, Nevada, Massachusetts and Rhode Island. Another operating unit whose
corporate office is located in California performed work in six states: California, Florida,
Maryland, New Mexico, Nevada and Texas.

Regarding the Staff’s inquiry about the impact that the difference in local labor costs may have on
operating units, Quanta does have variable labor costs that may be impacted by the geographic
location of the work. However, factors other than the geographic location of the work also impact
labor costs such as the mix of skill levels required for a particular project. None of these
factors directly impact the margins for the work that Quanta performs. Numerous factors are
considered when deriving the pricing for a particular project such as equipment, subcontractors,
and materials, with labor costs being just one of the many factors considered when deriving the
costs and risks associated with performing a particular type of project. Local operating unit
management considers all such factors, along with customer expectations, to determine the pricing
for each project.

We note for the Staff that financial information is not aggregated by geographic region on a
regular basis by Quanta, and it is not provided to the CODM or any other level of management for
the purpose of allocating resources or managing Quanta’s operations. We believe that the above
analysis supports Quanta’s aggregation considerations in that it indicates how the management of
Quanta’s organization by some defined geographic region is not supportable as each operating unit
functions independently and throughout numerous geographic areas.

    •

    Provide us with a quantified discussion regarding the degree to which your
operating units earn revenue across industry lines. It appears that each of your
operating units is concentrated in one predominant industry.

Response:

As discussed in detail in our response letter to the Staff dated April 20, 2009, Quanta considers
that all of its operating units operate in one industry, which is the specialty contracting service
industry. However, given the Staff’s comment, we presume that the Staff’s reference to “industry”
means a specific type of work or the industry in which

5

Quanta’s customers operate. Under that assumption, we respectfully disagree that “each of
[Quanta’s] operating units is concentrated in one predominant industry.” Nineteen of Quanta’s 25
operating units aggregated within the Infrastructure Services segment routinely report revenues
from multiple types of work. However, to address the Staff’s comment under the expressed
assumption, the following discussion focuses on the types of work or contracting services that
Quanta provides to its customers in different industries. Quanta agrees that certain operating
units earn a majority of their revenues from one type of work; however, numerous operating units
exist that have large amounts of revenues from multiple types of work other than the predominant
type of work, which precludes the meaningful segregation of the operating units on the basis of
their predominant type of

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 26, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2007 Definitive Proxy Statement, April 18, 2008 Form 10-Q for the quarter ended September 30, 2008
File No. 1-13831

Dear Mr. Haddox:
We have reviewed your response to our letter dated April 20, 2009 and have the
following comment.  We ask that you  respond within ten business days.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Conso lidated Financial Statements

 Note 9.  Segment Information, page 25

1. We have reviewed your response to our previo us comment in our le tter dated February 2,
2009 and appreciate the additional information you have provided.  However, it continues
to appear to us that you have not full y demonstrated how you determined it was
appropriate to aggregate the 25 operating units that comprise your Infrastructure Services
reportable segment.  Therefore, pl ease address the following items:
• Please clarify for us what measure or gr oup of measures is us ed by your CODM to
evaluate the economic performance of your operating segments.  In addition, please
provide us with an analysis of these measur es for each quarter in the past two fiscal
years as well as the most recent interim period with an explanation of how you have
considered the similarities and differences in these measures when determining it was appropriate to aggregat e your operating segments.
• Please further explain the statement containe d in your response le tter dated December
11, 2008 that, in determining that it was a ppropriate to aggregate the 25 operating

Mr. James H. Haddox
Quanta Services, Inc.
May 26, 2009 Page 2
segments into your Infrastructure Services  reportable segment, you concluded that the
economic characteristics will be similar over the long-term in the sense that they are
expected to vary.
• Tell us how the geographic lo cation of the operating units impacts the results of the
operating unit by addressing the location of each  unit, the impact that the difference
in local labor costs may have on your units and the impact of the region on your revenue stream.
• Provide us with a quantified discussion rega rding the degree to which your operating
units earn revenue across industry lines.  It  appears that each of your operating units
is concentrated in one predominant industry.
• Provide us with a more detailed explanati on of how your Company bids on contracts.
Tell us if the bidding is done at the operati ng unit level or at the corporate level.  If
the bidding is done at the operating unit leve l, tell us whether multiple operating units
may compete against each other for bids.  If the bidding is done at the corporate level,
please explain to us how the contracts are allocated to the operating units.
• Tell us how you account for revenues and e xpenses at the opera ting unit level if
support from one operating unit is lent to another.  For example, please explain
whether the revenue and costs remain with the original operating unit or transfers to
the unit which was borrowed from.
• Provide us with a more specific and compre hensive discussion regarding the degree
and frequency of the interchangeability of your  labor.  We note from your letter dated
April 20, 2009 that individuals can  be utilized on portions of work in other industries.
It therefore appears that th ere may be limits on the interchangeability of your labor
based on the skill sets of the individuals.
• Please provide to us your most recent organization chart.
• We note the reports you have provided to us.  Please tell us what level of detail is
provided to your boa rd of directors.

As appropriate, please amend your filing a nd respond to these comments within ten
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

CORRESP
1
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corresp

April 20, 2009

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    Re:

    Quanta Services, Inc.

Form 10-K for the year ended December 31, 2007

Definitive Proxy Statement, April 18, 2008

Form 10-Q for the quarter ended September 30, 2008

File No. 1-13831

Dear Mr. Cash:

     We are providing the following response to the comment letter dated February 6, 2009 from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form
10-K for the year ended December 31, 2007, the Definitive Proxy Statement dated April 18, 2008 and
the Form 10-Q for the quarter ended September 30, 2008 filed by Quanta Services, Inc. (“Quanta” or
the “Company”). The following response is keyed to the Staff’s comment, and unless otherwise
stated, all page numbers in our response refer to the respective page numbers in the relevant
filing. This response has been prepared with the expectation that the Company will have the
opportunity to discuss with the Staff information submitted in this response, if, following a
review of the information, the Staff has further questions or comments.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Consolidated Financial Statements

Note 9. Segment Information, page 25

    1.

    We have read your response to our comment in our previous letter dated December 23, 2008 and
appreciate the additional information you have provided. We note that you have aggregated 26
operating segments into your Infrastructure Services reporting segment. Paragraph 17 of SFAS
131 states that two or more operating segments may be aggregated into a single operating
segment if the aggregation is consistent with the objectives and basic principles of SFAS 131.
As outlined in paragraph 3 of SFAS 131, segment disclosures are intended to help users of

1

    financial statements better understand a company’s performance. Based on the information you
have presented in your response letters as well as the information contained in your
periodic reports, it appears that your 26 operating segments do not all have similar
characteristics. For example, we note differences in your operating segments based on the
type of work performed and the industry in which the segments operate. Therefore it appears
that by aggregating all 26 operating segments into your Infrastructure Services reporting
segment, you may not meet the basic principles and objectives of SFAS 131 since a more
disaggregated approach would provide users with more specific information to assess your
performance. Please reconsider your approach or tell us why you believe your aggregation
policy complies with SFAS 131.

Response:

We acknowledge the Staff’s comment regarding Quanta’s segment information and appreciate the
opportunity to provide the Staff with additional discussion of our segment aggregation and
reporting considerations. In the course of preparing this and previous communications with the
Staff, and with the assistance of Quanta’s operational leadership, its audit committee and its
independent auditors, we have comprehensively evaluated Quanta’s policies regarding segment and
enterprise-wide disclosures under SFAS 131. Based on these evaluations, which are discussed in
more detail below, we respectfully submit that Quanta’s aggregation policies and segment reporting
disclosures meet the objectives and basic principles of SFAS 131. Quanta’s segment reporting
policies were developed to provide financial statement users with information that is consistent
with how its business is organized and on the same basis as that used by its chief operating
decision maker (“CODM”) with regard to operating matters. We do not believe that a presentation of
Quanta’s reportable segments on a basis other than that which is used by its CODM would meet the
objectives and basic principles of SFAS 131.

We note the Staff’s comment that Quanta has aggregated 26 operating segments in its Infrastructure
Services segment and that all 26 operating segments may not have similar characteristics. To
clarify, in our response to comment 8 in our response letter dated December 11, 2008 to the Staff’s
comment letter dated November 26, 2008 (the “December 2008 Response Letter”), we discussed our
evaluation of Quanta’s 26 operating segments and concluded under our aggregation analysis that
Quanta has two reportable segments: the Infrastructure Services segment, consisting of 25 operating
segments, and the Dark Fiber segment, consisting of one operating segment. Accordingly, we agree
that not all 26 operating segments share similar characteristics, which is why we have not
aggregated Quanta’s Dark Fiber operating segment with those in Quanta’s Infrastructure Services
segment. However, as discussed below, we do believe that all 25 operating segments comprising the
Infrastructure Services segment (which we refer to in the balance of this response as the
“operating segments” unless the context otherwise provides) share similar characteristics and meet
the criteria for aggregation in accordance with the objectives and basic principles of SFAS 131.

Quanta’s reportable segments have been derived from a detailed assessment of the information
provided to its CODM and the characteristics of its operating segments, as defined in paragraph 10
of SFAS 131 and which are acknowledged in the Staff’s comment above. This assessment considered
all of the applicable criteria set forth in SFAS 131. The facts supporting our

2

conclusions in this response regarding the nature of Quanta’s infrastructure service activities,
the aggregation of its operating segments and the relevance and comparability of Quanta’s
reportable segments and enterprise-wide disclosures generally remain unchanged from our previous
response letter to the Staff’s September 2003 inquiry about the Company’s compliance with
paragraphs 10 and 17 of SFAS 131. These facts include:

- Our operating activities comprise two reportable segments: Infrastructure Services and Dark
Fiber. Segment selection is based on the organizational structure we use to evaluate performance
and make decisions on resource allocation, as well as availability and materiality of separate
financial results consistent with that structure, as described in our December 2008 Response
letter.

- Quanta’s CODM is John Colson, the Company’s Chief Executive Officer. Quanta’s CODM does not make
operating decisions other than at the individual operating segment level or on a consolidated
basis.

- All of Quanta’s operating segments in its Infrastructure Services segment operate in one
industry, which is the specialty contracting service industry, providing comprehensive specialty
contracting services, including design, installation, repair and maintenance to owners or operators
of network transmission and distribution infrastructure.

- All of Quanta’s operating segments in its Infrastructure Services segment operate in a similar
economic environment by providing the services described above on a project by project basis,
primarily utilizing bid contracts and interchangeable labor and asset resources to meet the demands
of customers that operate in different industries.

- Information that would support an alternative method for allocating resources, managing risk and
assessing performance and future net cash flows is not obtained by the Company on any basis other
than at the individual operating segment level.

We note that multiple segment reporting concepts are identified in the Staff’s comment above, and
our response is intended to provide additive discussion of each of these items within the framework
of Quanta’s overall segment reporting considerations. On pages 13 and 14 of our December 2008
Response Letter, we provided the Staff with a discussion of the similarity of services provided by
Quanta’s operating segments to customers in different industries, the labor resources and equipment
used by its operating segments to provide infrastructure services, the regulatory environment in
which its segments operate and the contractual terms of project specific work at each of its
operating segments. Given that the Staff did not comment on these items in its February 6, 2009
letter, we have assumed that this previous discussion has adequately supported the view that
similar characteristics are shared by Quanta’s Infrastructure Services operating segments with
regard to the criteria in paragraphs 17(b), (d) and (e) of SFAS 131, specifically:

Interchangeability of equipment. Quanta’s primary equipment is rolling
stock including trucks, trailers, support vehicles and specialty construction
equipment, such as backhoes, excavators, trenchers, generators, boring machines and
cranes. This equipment is utilized throughout Quanta in delivering its services across
customer industries served and is not specific to any one provided service.

3

Interchangeability of labor. Much of Quanta’s workforce is interchangeable
among the different specialty contracting services its operating segments provide.
For example, individuals who might normally work on telecommunications projects can
be utilized to work on portions of electric and gas utility work as well as cable.
Individuals who normally work on electric utility projects can perform cable
television make-ready work on electric utility poles and string fiber optic cable on
electric transmission and electric distribution structures. In addition,
individuals that work on commercial and industrial projects can be utilized to
construct solar arrays in the electric industry.

Similarities in regulatory environments among operating units. All of
Quanta’s operations are subject to various federal, state and local laws and
regulations including licensing requirements applicable to electricians and
engineers, building and electrical codes, permitting and inspection requirements
applicable to construction projects, regulations relating to worker safety and
environmental protection and special bidding and procurement requirements on
governmental projects. However, none of Quanta’s operating units are subject to
unique industry specific regulatory requirements.

Additionally, we have considered the Staff’s most recent inquiry regarding Quanta’s aggregation
policy and the examples of differences cited by the Staff in Quanta’s operating segments based on
the type of work performed and the industry in which its segments operate, and without a more
specific description from the Staff as to how these characteristics indicate a lack of similarity
among Quanta’s operating segments, we have prepared our response with primary consideration being
given to the requirements of paragraphs 3, 17(a) and 17(c) of SFAS 131. In reference to paragraph 3
of SFAS 131, we have presented a discussion of the industry in which Quanta’s Infrastructure
Services segment operates, which we believe is key to establishing fundamental similarities in the
business activities and economic environment of these operating segments, and the foundation for
all other aggregation considerations under paragraph 17.

The Industry in which Quanta’s Infrastructure Services Segment Operates

As noted above, all of Quanta’s operating segments included within the Infrastructure Services
segment operate in one industry, which is the specialty contracting service industry, providing
comprehensive specialty contracting services to owners and/or operators of different network
infrastructures. Management’s description and disclosure of the industry in which this segment
operates has, since inception, remained consistent as providing specialized contracting services,
offering end-to-end network solutions to the electric power, gas, telecommunications and cable
television industries, including designing, installing, repairing and maintaining network
infrastructure. This description is aligned with the other specialty contracting service providers
in Quanta’s disclosed peer group. Specifically, we have reviewed the disclosures of Pike Electric
Corporation, Dycom Industries Inc. and MasTec, Inc., all of whom make similar reference to the
industry of specialty services, network infrastructure services or contracting services. Industry

4

demand for the design, installation, repair and maintenance of network infrastructure assets comes
from customers conducting transmission and distribution activities in multiple industries. These
activities are primarily conducted using electric power transmission and distribution networks,
natural gas transmission and distribution networks, and telecommunication transmission and
distribution networks (inclusive of voice, video, IP and data) via hard-line telephone networks,
coaxial cable networks, fiber optic networks and wireless communication networks. Quanta’s
business model is based on providing adequate resources to meet these network infrastructure
demands on a project by project basis at competitively bid or negotiated prices. Each of Quanta’s
operating segments participates similarly in this economic environment by providing a range of
infrastructure design, installation, repair and maintenance services to the specialty contracting
industry customer base and competing with other companies who perform similar industry services.
These factors support our conclusion that all of Quanta’s Infrastructure Services operating
segments operate within the same industry and share a similar economic environment. Our
aggregation considerations are premised on this conclusion.

Aggregation Criteria (a) and (c) of Paragraph 17 of SFAS 131

As stated above, the fact that all of Quanta’s operating segments operate in one industry and
conduct similar business activities in a shared economic environment supports management’s
conclusion that additional aggregation considerations under SFAS 131 are appropriate.

SFAS 131, paragraph 17, criteria (a) and (c), provides that aggregation is appropriate if (in
addition to the other criteria) there is similarity across the segments in the nature of services
provided and the type or class of customer for those services. As discussed above, each of
Quanta’s Infrastructure Services operating segments provides a range of design, installation,
repair and maintenance services to owners or operators of infrastructure transmission and
distribution assets. Because each of Quanta’s operating segments and their competitors serve
customers in multiple industries, the degree to which an operating segment allocates resources to
projects for these different types of services and the portion of its operating results derived
from each type of service is constantly changing. Resource allocation decisions are made in
similar fashion at all operating segments based on an evaluation of current project performance
risks, anticipated project opportunities and the constraints placed on an operating segment from
unscheduled demand, such as storm damage to area power and telecommunication networks.
Accordingly, all of Quanta’s operating segments share a similar business model to achieve success
in the same economic environment. This model is designed, in part, to provide each operating
segment leader with an entrepreneurial platform to develop service relationships across the
industry customer base. Competition exists between operating segments and other industry
participants at both a local and nationwide level, and is evidenced on occasions where multiple
Quanta operating segments will participate in bid competitions for the same customer project.
Additionally, operating segments have the ability to market their services on a nationwide level by
leveraging local relationships with customers that have nationwide infrastructure investments, and
by combining resource capacities with other operating segments to achieve the competitive scale
necessary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 6, 2009
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2007 Definitive Proxy Statement, April 18, 2008 Form 10-Q for the quarter ended September 30, 2008
File No. 1-13831

Dear Mr. Haddox:
We have reviewed your response to our letter dated December 23, 2008 and have the
following comment.  We ask that you  respond within ten business days.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. James H. Haddox
Quanta Services, Inc.
February 6, 2009 Page 2

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Conso lidated Financial Statements
 Note 9.  Segment Information, page 25

1. We have read your response to our commen t in our previous letter dated December 23,
2008 and appreciate the additional informati on you have provided.  We note that you
have aggregated 26 operating segments into  your Infrastructure  Services reporting
segment.  Paragraph 17 of SFAS 131 states th at two or more operating segments may be
aggregated into a single operating segment if  the aggregation is consistent with the
objectives and basic principles of SFAS 131.  As outlined in paragraph 3 of SFAS 131,
segment disclosures are intended to help users of financial st atements better understand a
company’s performance.  Based on the inform ation you have presented in your response
letters as well as the information contained in  your periodic reports, it appears that your
26 operating segments do not all have simila r characteristics.  For example, we note
differences in your operating segments base d on the type of work performed and the
industry in which the segments operate.  Ther efore it appears that by aggregating all 26
operating segments into your Infrastructure  Services reporting segment, you may not
meet the basic principles and objective s of SFAS 131 since a more disaggregated
approach would provide users with more  specific information to assess your
performance.   Please reconsider your a pproach or tell us why you believe your
aggregation policy complies with SFAS 131.

As appropriate, please amend your filing a nd respond to these comments within ten
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

CORRESP
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December 11, 2008

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    Re:

     Quanta Services, Inc.

Form 10-K for the year ended December 31, 2007

Definitive Proxy Statement dated April 18, 2008

Form 10-Q for the quarter ended September 30, 2008

File No. 1-13831

Dear Mr. Cash:

     We are providing the following responses to the comment letter dated November 26, 2008 from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Form 10-K for the year ended December 31, 2007, the Definitive Proxy Statement dated April 18, 2008
and the Form 10-Q for the quarter ended September 30, 2008 filed by Quanta Services, Inc. (the
“Company” or “Quanta”). The following responses are keyed to the Staff’s comments. All page
numbers in our responses refer to the respective page numbers in the relevant filing.

Form 10-K for the year ended December 31, 2007

Critical Accounting Policies, page 47

Valuation of Intangibles and Long-Lived Assets, page 48

    1.

    With a view towards future disclosure, please confirm to us that the second step of your
goodwill impairment test considers the notion of implied fair value. Reference paragraph 20
of FAS 142.

Response:

We acknowledge the Staff’s
comment with respect to the Company’s future filings. We confirm that the second step of the Company’s
goodwill impairment test does consider the notion of implied fair value. We note that on page 48
of the Company’s Form 10-K under Valuation of Intangibles and Long-Lived Assets, the first
paragraph of the disclosure states as follows: “The second step compares the carrying amount of the
reporting unit’s goodwill to the fair value of the goodwill.” When preparing this disclosure, we
considered the term “implied fair value” as defined in paragraph 20

1

of FAS 142 and determined that the term “implied” was technical in nature. In keeping with the
standards of plain English, we believed that including “implied” may confuse the reader in that it
could potentially lead the reader to understand this to be different from fair value. However, we
confirm that the Company’s application of fair value in its goodwill impairment test is in fact
consistent with the notion of implied fair value.

Liquidity and Capital Resources, page 38

Debt Instruments, page 40

    2.

    Your disclosures indicate that the credit facility limits certain acquisitions, mergers and
consolidations, capital expenditures, asset sales and prepayment of indebtedness and, subject
to certain exceptions, prohibits liens on material assets. Given your significant expected
future capital expenditures and your reliance on your credit facility to help fund such
expenditures, please revise future filings to provide a more detailed discussion of how these
limitations may impact your current and future operations.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. In the future,
should the provisions in the Company’s credit facility limiting certain acquisitions, mergers and
consolidations, capital expenditures, asset sales and prepayment of indebtedness or prohibiting
certain liens materially impact its current operations, or be expected to materially impact its
future operations, Quanta will provide a more detailed discussion of such impact. In light of the
Company’s current financial condition, as disclosed in its Form 10-Q for the quarter ending
September 30, 2008, we do not consider that these restrictions currently materially impact the
Company’s ability to conduct its operations or fund its capital expenditures, debt service
requirements or acquisition costs. Specifically, we refer the Staff to the Company’s disclosures
in its Form 10-Q for the quarter ending September 30, 2008 in Management’s Discussion and Analysis
of Financial Condition and Results of Operations (“MD&A”) — Liquidity and Capital Resources
regarding its expectations that its cash and cash equivalents, borrowing capacity under its credit
facility and future cash flows from operations would be sufficient to fund its operating needs,
debt service requirements, capital expenditures and possible acquisitions. As described in further
detail under Sources and Uses of Cash in MD&A, for the nine months ended September 30, 2008, the
Company funded its operating activities, capital expenditures and acquisitions through internally
generated cash flows and available cash on hand, without the requirement of any borrowings under
its credit facility. Additionally, as of September 30, 2008, the Company had cash and cash
equivalents of $266.4 million and working capital of $602.4 million. We also confirm to the Staff that each year, in connection
with the preparation and filing of the Company’s Form 10-K, and each quarter, in connection with
the preparation of the Company’s Form 10-Q, as applicable, careful consideration is given to all
factors for disclosure impacting the Company’s liquidity, capital resources and known material
trends.

    3.

    We note that your credit facility contains certain covenants and that your credit facility
carries cross-default provisions with your subordinated notes. With a view towards future
disclosure, please provide us with a more specific and comprehensive

2

    discussion of the terms of your significant covenants. In addition, please revise future
filings to include a tabular presentation of your actual ratios and other actual amounts
versus the minimum/maximum ratios/amounts permitted on all of your debt instruments. Such
presentation will allow an investor to easily understand your current status in meeting your
financial covenants. Such disclosure should only be excluded if you believe that the
likelihood of default is remote. Refer to Section 501.03 of the Financial Reporting
Codification for guidance.

Response:

We acknowledge the Staff’s comments with respect to the Company’s future filings. With respect to
the first part of the Staff’s comment regarding the need for a more specific and comprehensive
discussion of the terms of the Company’s significant covenants under its credit facility, we
respectfully submit that the Company’s disclosures regarding the terms of its significant covenants
under its credit facility, including the various restrictive covenants and compliance ratios, are
sufficient for an understanding of the
Company’s operations and financial condition. We believe the credit facility contains covenants
and ratios customary for a fully-secured credit facility, and in particular, a more detailed
description of the various ratios, which are defined in the Company’s disclosures by reference to
the credit facility itself, would not be beneficial to an investor’s understanding of our financial
condition and could be confusing. The various ratios include complicated formulas for the
calculations of each of the components of the ratios, and the components represent, in most cases,
non-GAAP data that may not be readily available or capable of being derived
from the Company’s financial statements.
Accordingly, an investor would not be able to calculate such ratios on an on-going basis. The
Company does, of course, monitor and calculate all the ratios required under the credit facility
and confirm in its filings its compliance with all covenants. We also note for the Staff that the
credit facility agreement and the amendments thereto have been filed with the Company’s previous
public filings (refer to Exhibits 10.24, 10.25 and 10.26 of the Company’s Form 10-K for the year
ended December 31, 2007) and are available for review in detail by any investor through the SEC’s
website.

With respect to the second part of the Staff’s comment regarding the need to provide tabular
presentation of the Company’s actual ratios and other actual amounts versus the minimum/maximum
ratios/amounts in all of its debt instruments, we respectfully submit that we believe this detailed
disclosure is not currently needed or required. We hereby confirm that the likelihood
of default was
remote at the time of filing of the Company’s Form 10-K for the year ended December 31, 2007 and at
the time of the filing of each of the Company’s Forms 10-Q filed during 2008. We refer the Staff
to the disclosure included in Liquidity and Capital Resources — Debt Instruments — Credit
Facility in MD&A of the Company’s Form 10-K and each of its Forms 10-Q filed
during 2008, that states the Company was in compliance with all
of the debt covenants contained in the credit facility as of the end of the period covered by
the respective filing. We also note for the Staff that the
Company has no other material debt instruments that contain restrictive covenants and compliance ratios
such as those
included in the credit facility, and therefore this disclosure is not necessary with respect to any
other debt instrument, including the Company’s 4.5% and 3.75% convertible subordinated notes that
were outstanding at December 31, 2007 and at September 30, 2008.

3

We also refer the Staff to the detailed discussions that the Company provides in Liquidity and
Capital Resources — Cash Requirements in MD&A of its Form 10-K for the year ended December 31,
2007, regarding the Company’s expectation that sufficient sources of funds will be available to
fund the Company’s cash needs for operations, debt service, capital expenditures and
acquisitions. Such sources include cash and cash
equivalents on hand, cash generated through operating activities and available borrowing capacity
under the Company’s credit facility. Please also refer to our response to Comment 2 in this letter
describing the Company’s expectations regarding sources of funds at September 30, 2008 and the
financial data supporting those expectations.

For the reasons described above, we do not currently believe that detailed disclosures regarding
the Company’s actual ratios and amounts versus the credit facility covenants are needed or
required. Should we become concerned in the future regarding the Company’s ability or expected
ability to comply with its debt covenants, we confirm that the Company will include appropriate
disclosures in future filings regarding the impact on its financial condition and operating
activities resulting from such inability to comply with its debt covenants.

Management’s Report on Internal Control Over Financial Reporting, page 57

    4.

    Please confirm for us, if appropriate, that there were no changes in internal control over
financial reporting that occurred in the fourth quarter and disclose this in future filings.
Please refer to Item 308(c) of Regulation S-K.

Response:

We acknowledge the Staff’s comment
with respect to the Company’s future filings. The Company confirms that there were no changes in internal control over financial reporting that
occurred in the fourth quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial
reporting, and
we will continue to include similar language in future filings.

We note for the Staff’s reference that Item 9A on page 102 of the Company’s Form 10-K for the year
ended December 31, 2007 includes the following sentence:

“There has been no change in our internal control over financial reporting that
occurred during the quarter ended December 31, 2007, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial
reporting.”

Proxy filed April 18, 2008

Use of Compensation Benchmarking Studies and Published Compensation Survey Data, page 17

    5.

    In future filings, please explain how your compensation for named executive officers measures
against the peer companies.

4

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. As disclosed
on page 17 of the Company’s proxy statement, consistent with the Compensation Committee’s guiding
principle to attract, motivate and retain the best possible executive officers, the Compensation
Committee establishes pay standards for named executive officers (NEOs) generally targeted at
median market levels, although the Compensation Committee can, and does, exercise discretion to
deviate from such targets. While investors have the ability to obtain compensation information for
any of the Company’s peers, the Compensation Committee’s determination of overall compensation, as
well as the specific components of compensation, for the Company’s executive officers is based on a
thorough analysis and determination that is unique to the Company and each executive officer’s
position within the Company. Because the Compensation Committee does not use specific targets from
the peer group analysis with respect to its executive compensation decisions, but considers peer
group compensation as only one element in its determination of compensation, we do not believe that
any further explanation of how the Company’s compensation for NEOs measures against peer companies
is required, meaningful or material to investors.

    6.

    In future filings, please disclose whether you target each element of compensation against
the peer companies. If so, please disclose how the actual compensation payments to each named
executive officer fall within those targets. To the extent actual compensation was outside a
targeted percentile range, please explain why.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. Although the
Compensation Committee is apprised of the compensation practices of the Company’s peer group, it
does not target each element of compensation against the peer companies. The Company’s position
relative to its peers is only one of several factors that the Compensation Committee considers in
setting executive compensation, and it does not attempt to set the various components of the
Company’s compensation arrangements to target a particular point or benchmark along the spectrum of
compensation practices of the Company’s peer group. As disclosed on page 17 of the filing, the
Company utilizes compensation benchmarking studies and published compensation survey data to
establish the overall compensation levels for NEOs, the significance of individual components of
compensation and the allocation of compensation between long-term and short-term compensation and
cash and non-cash compensation. However, as stated on page 18 of the filing, the Compensation
Committee believes that compensation benchmarking studies should only be considered as a point of
reference for measurement, and not the determinative factor of our NEO’s compensation.

We believe that the disclosure on pages 17 through 25 of the filing includes the material
information about the nature and extent of the Compensation Committee’s use of information it
obtains about the compensation practices of peer companies. While the Compensation Committee may
consider compensation levels for similarly situated executives at peer companies as a point of
reference for its compensation analysis, the Committee currently does not utilize a target
percentile within the peer group in making overall compensation decisions or analyzing the
components of the NEOs compensation.

5

Further, because information provided by compensation benchmark studies is only one piece of
information that is used in setting executive compensation, as the Company discloses on page 18 of
the filing, the Compensation Committee has discretion in determining the nature and extent of its
use. As disclosed on page 22 of the filing, base salaries for NEOs are determined annually by the
Compensation Committee, taking into account not only competitive industry salaries, but also an
assessment of the nature of the position, contribution, experience and level of responsibility of
t

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January 9, 2009

John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    Re:

    Quanta Services, Inc.

    Form 10-K for the year ended December 31, 2007

    Definitive Proxy Statement, April 18, 2008

    Form 10-Q for the quarter ended September 30, 2008

    File No. 1-13831

Dear Mr. Cash:

     We are providing the following response to the comment letter dated December 23, 2008 from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form
10-Q for the quarter ended September 30, 2008 filed by Quanta Services, Inc. (the “Company” or
“Quanta”). The following response is keyed to the Staff’s comment. All page numbers in our
response refer to the respective page numbers in the relevant filing.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Consolidated Financial Statements

Note 9. Segment Information, page 25

    1.

    We have read your response to our previous comment eight of our letter dated November 26,
2008 and appreciate the additional information. In order to help us more clearly understand
your operating units and reportable segments, please provide us with the actual reports for
the fiscal year end December 31, 2007 and the year-to-date quarter ended September 30, 2008
which are reviewed by your chief operating decision maker. Such reports should be actual, and
provided at the lowest level of detail as provided to the CODM. Additionally, we note your
reference to the recent aggregation of certain measures by type of work and the fact that
certain presidents and vice-presidents have been named to oversee companies with similar
operations. Please further explain these changes and provide us with the actual reports for
these measures for the same periods noted above. We may have further comment.

1

Response:

In response to the Staff’s comment, we have provided supplementally by hand delivery and under
separate cover, pursuant to a confidential treatment request under the Freedom of Information Act
and applicable regulations of the Commission, copies of (i) the actual reports for the fiscal year
ended December 31, 2007 and the year-to-date quarter ended September 30, 2008 that are reviewed by
Quanta’s CODM and represent the lowest level of detail as provided to the CODM and (ii) the actual
reports for revenues by type of work for the same periods noted above. We have also provided, as
additional information, the actual reports provided to Quanta’s CODM for the month ended July 31,
2008, which are representative of the reports reviewed by the CODM on a monthly basis.

The following provides a summary description of the various supplemental reports provided to assist
you in your review:

    •

    The reports labeled Category A, which are those provided to you in binders, include
financial information by operating unit for the fiscal year ended December 31, 2007, the
year-to-date quarter ended September 30, 2008 and the month ended July 31, 2008. These
reports include data for the month, quarter-to-date and year-to-date for the respective
periods. On certain reports, the operating unit information is sub-totaled by management
division (e.g. electric power), but that does not correspond to information by type of
work. The data presented by operating unit includes income statement, balance sheet, cash
flow, capital expenditure and backlog data, as well as detailed information by project.
Reports consistent with Category A reports are reviewed on a monthly basis by the CODM.

    •

    The reports labeled Category B include supplemental operating and financial data
reviewed by the CODM for the fiscal year ended December 31, 2007 and for the year-to-date
quarter ended September 30, 2008. These supplemental reports include data by operating
unit such as employee count, summaries by contract type and strategic alliances as well as
various summary comparisons of operating performance to forecasted and prior period
information. They also include the type of work data that we are providing separately as
Category C below. Reports consistent with Category B reports are only prepared and
provided for review by the CODM on a quarterly basis.

    •

    The reports labeled Category C provide revenue and gross margin data by type of work.
Reports consistent with Category C reports are also, like Category B, only prepared and
provided for review by the CODM on a quarterly basis.

Quanta’s CODM utilizes the monthly, quarterly and year-to-date data included in reports consistent
with those we have provided to you as the Category A reports, which provide key financial and
operating information at the operating unit level, to make decisions regarding the allocation of
resources, assessment of performance and management of risk. We believe that the information that
is provided consistently throughout all monthly periods is most indicative of the operating results
utilized by our CODM in his decision-making. The limited information in the Category B and C
reports is not sufficient to independently facilitate decision-making by our CODM.

2

With regard to the Staff’s request for further explanation to our reference to recent changes for
the aggregation of certain data by type of work, these changes were made in order to conform the
presentation of information between Quanta and InfraSource Services, Inc. (“IFS”) following the
acquisition of IFS in August 2007. Prior to the acquisition of IFS, Quanta had historically
gathered and discussed revenues by type based on the customer’s industry rather than by the type of
work being performed. IFS, however, had been aggregating and disclosing revenues by type of work
being performed. Quanta management evaluated information for the purposes of combining the two
companies and concluded that disclosure of revenues by type of work may be more understandable by
investors, and therefore Quanta began to aggregate and disclose revenues by type of work beginning
with the third quarter of 2007, which was the first quarter subsequent to the IFS acquisition.

The reference that we made in our response to Comment 8 in our letter dated December 11, 2008 to
the fact that certain presidents and vice-presidents oversee companies with similar operations
relates to management for organizational purposes and not to any recent changes in Quanta’s
approach to analysis of financial information, and no changes have occurred within the management
structure of the organization as a result of the aggregation of revenue by type of work which began
in the third quarter of 2007. The reference to the various presidents and vice-presidents who
oversee certain operating units serves to recognize that these personnel exist in management
positions; however, they are not identified as Quanta’s CODMs as discussed in our response to
Comment 8 in our December 11, 2008 letter regarding criteria (b) of paragraph 10 of SFAS 131.

We respectfully request an opportunity to discuss this response letter further with the Staff if,
following a review of this information, the Staff does not concur with our views. If you have
further questions or comments, or if you require additional information, please do not hesitate to
contact the undersigned by telephone at (713) 985-6406 or by facsimile at (713) 629-7676.

    Very truly yours,

/s/ James H. Haddox

James H. Haddox

Chief Financial Officer

    cc:

    James R. Ball

    Chairman, Audit Committee

    David Carroway

    Assurance Partner

    PricewaterhouseCoopers LLP

    1201 Louisiana

    Suite 2900

    Houston, Texas 77002

    Mindy Hooker

    Tricia Armelin

    Division of Corporation Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-7010

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 23, 2008
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2007 Definitive Proxy Statement, April 18, 2008 Form 10-Q for the quarter ended September 30, 2008
File No. 1-13831

Dear Mr. Haddox:
We have reviewed your response to our letter dated November 26, 2008 and have the
following comment.  We ask that you  respond within ten business days.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Conso lidated Financial Statements

 Note 9.  Segment Information, page 25

1. We have read your response to our previous comment eight of our letter dated November
26, 2008 and appreciate the additional informati on.  In order to help us more clearly
understand your operating units and reportable segments, please provide us with the
actual reports for the fiscal year end D ecember 31, 2007 and the year-to-date quarter
ended September 30, 2008 which are reviewed  by your chief operating decision maker.
Such reports should be actual, a nd provided at the lowest level of detail as provided to the
CODM.  Additionally, we note your referen ce to the recent aggregation of certain
measures by type of work and the fact that certain presidents and vice-presidents have
been named to oversee companies with simila r operations.  Please further explain these
changes and provide us with the actual repo rts for these measures for the same periods
noted above.  We may have further comment.

Mr. James H. Haddox
Quanta Services, Inc.
December 23, 2008 Page 2

As appropriate, please amend your filing a nd respond to these comments within ten
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

November 26, 2008
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2007 Definitive Proxy Statement, April 18, 2008 Form 10-Q for the quarter ended September 30, 2008
File No. 1-13831

 Dear Mr. Haddox:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2007

Critical Accounting Policies, page 47

Valuation of Intangibles a nd Long-Lived Assets, page 48

1. With a view towards future disclosure, please  confirm to us that the second step of your
goodwill impairment test considers the notion of implied fair value.  Reference paragraph
20 of FAS 142.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 2

Liquidity and Capital Resources, page 38
Debt Instruments, page 40

2. Your disclosures indicate that the credit f acility limits certain acquisitions, mergers and
consolidations, capital expend itures, asset sales and prep ayment of indebtedness and,
subject to certain exceptions, prohibits liens  on material assets.  Given your significant
expected future capital expend itures and your relian ce on your credit facility to help fund
such expenditures, please revise future filings to provide a more detailed discussion of how these limitations may impact your current and future operations.

3. We note that your credit facility contains certain covenant s and that your credit facility
carries cross-default provisi ons with your subordinated not es.  With a view towards
future disclosure, please provi de us with a more specific and comprehensive discussion
of the terms of your significant covenants.  In addition, please revise future filings to
include a tabular presentation of your actual ratios and other actual amounts versus the
minimum/maximum ratios/amounts permitted on all of your debt instruments. Such presentation will allow an investor to eas ily understand your current status in meeting
your financial covenants. Such disclosure s hould only be excluded if  you believe that the
likelihood of default is remote. Refer to  Section 501.03 of the Financial Reporting
Codification for guidance.
 Management’s Report on Internal Cont rol Over Financial Reporting, page 57

4. Please confirm for us, if appropr iate, that there were no changes in internal control over
financial reporting that occurred in the fourth quarter and disclose this  in future filings.
Please refer to Item 308(c) of Regulation S-K.

Proxy filed April 18, 2008

Use of Compensation Benchmarking Studies and Published Compensation Survey Data, page 17

5. In future filings, please explain how your  compensation for named executive officers
measures against the peer companies.

6. In future filings, please disclose whether you target each element of compensation against
the peer companies.  If so, please disclose how the actual compensation payments to each
named executive officer fall within those target s.  To the extent actual compensation was
outside a targeted percentile range, please explain why.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 3

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Conso lidated Financial Statements
 Note 3. Goodwill and Intangible Assets, page 15

7. We note that your goodwill balance represents a significant percentage of your assets.  In
the interest of providi ng readers with better insight in to management’s judgments in
accounting for goodwill, please consider disclo sing the following in future filings:
• The reporting unit level at which you test  goodwill for impairment and your basis
for that determination.
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the goodwill
impairment analyses.
• How you weight each of the methods used  including the basis for that weighting
(if multiple approaches are used).
• A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumpti ons based upon reasonably likely changes.
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.
Please tell us you intentions with regard to this matter.
 Note 9. Segment Information, page 25

8. We note that you have two reportable segments: Dark Fiber and Infrastructure Services.
It appears from your disclosures elsewhere in the filing, including the introduction to
MD&A on page 31, the analysis of your business in MD&A and your discussion of
contract margins by industry on page 48 that  you may have aggregated multiple operating
segments into your reportable segments.  Please provide us with a detailed explanation of
how you determined both your operating segmen ts and your reportable segments.  Your
response should specifically identify each of your operating segments.  If you have
aggregated any operating segments, please te ll us why you believe this aggregation is
appropriate based on the guidance found in  paragraph 17 of SFAS 131 and EITF 04-10.

Results of Operations, page 34

9. We note your discussion of the numerous fact ors that have impacted changes in your
revenues and gross margins.  Please revise future filings to include more quantified
information regarding the impact of these f actors where practicable.  In this regard,
please also expand your discussi on of your revenues derived from the various industries
served to include more specific disclosure regarding the factors that impacted these revenues.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 4

Sources and Uses of Cash, page 37
Operating Activities, page 37

10. We note your disclosure that certain cust omers have experienced invoice processing
issues.  With a view towards future disclosure , please tell us how th ese issues have been
considered in your revenue recognition po licy as well as your bad debt expense.

Debt Instruments, page 38

11. We note your disclosure that under current market conditions it is unlikely that you
would be able to obtain additional commitments necessary to increase your credit facility.
With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of how and why cu rrent market conditions limit your ability to
increase your credit facility.  Please also discuss how the absence of this additional borrowing may impact your current and future operations.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 5

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at ( 202) 551-3732, Tricia Armelin, Senior  Staff Accountant, at (202)
551-3747, Sherry Haywood, Attorney, at (202) 551- 3345, Andrew Schoeffler, Attorney, at (202)
551-3748 or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

July 25, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713) 629-7676

Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056

Re:  Quanta Services, Inc.
 Amendment No. 3 to Registrati on Statement on Form S-4
Filed July 23, 2007
 File No. 333-142279

Dear Ms. Pool:

We have reviewed your filings and have the following comments.  We welcome
any questions you may have about our comments or any other aspect of  our review.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Q: What are the tax consequen ces of the merger?, page 3

1. Please identify counsel.  In addition, please disclose the tax consequences to the
security holders.  In this regard, we note that you removed this disclosure in the
latest amendment.  Please also comply with this comment under “Material U.S.
Federal Income Tax Consequences  of the Merger” on page 14.

Material U.S. Federal Income Tax C onsequences of the Merger, page 62
General, page 63

2. We note your response to comment 4 of  our letter dated July 19, 2007.
Nonetheless, we note discussion of various  tax consequences “generally” in the
fifth and sixth bullet points and in the paragraph immediately following the bullet
points and under the heading “U.S. Information Reporting and Backup Withholding” on page 64.  We also note the use of the phrase “may be.”  Please revise accordingly.

Tana L. Pool
Quanta Services, Inc.
July 25, 2007 Page 2
3. The statement in the first sentence of the third paragraph appear s to assume that
the merger will be treated as a reorganization.  In this regard, we note the statement “such that the merger is treate d as a reorganization . . . .”  We note
disclosure in the forepart of the regist ration statement indicating that counsel is
providing an opinion as to whether the merg er will be treated as a reorganization.
Please revise to provide counsel’s opinion.

4. With respect to tax consequences appearing in this section other than those contained in the bullet-point list on pages 63-64, we are unable to determine
whether the consequences discussed are the opinion of Ballard Spahr or Akin
Gump.  Please revise to clarify.  Please also confirm that every tax consequence
contained in the bullet point list on pages 63-64 constitutes the opinion of each law firm.

Exhibit 8.2

5. Please have counsel revise its opinion to  consent to the prospectus discussion.

You may contact Mindy Hooker, Staff Acc ountant, at (202) 551-3732 or Jennifer
Thompson, Senior Staff Account ant, at (202) 551-3737 if yo u have questions regarding
comments on the financial statements and rela ted matters.  Please contact Matt Franker,
Staff Attorney, at (202) 551-3749  or Andy Schoeffler, Senior  Staff Attorney, at (202) 551-
3748 with any other questions.  Alternativel y, you may contact me  at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: Christine B. LaFollette ( via facsimile  713/236-0822)
 Mark Zvonkovic
 John Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002

CORRESP
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[Letterhead of Quanta Services, Inc.]

ACCELERATION REQUEST

July 24, 2007

Via EDGAR and Facsimile (202) 772-9368

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0407

    Attn:

    Pamela Long

Assistant Director

Division of Corporation Finance

                        Re:

    Quanta Services, Inc.

Registration Statement on Form S-4

File No. 333-142279

Dear Ms. Long:

     Quanta Services, Inc., a Delaware corporation (the “Company”), pursuant to Rule 461 under the
Securities Act of 1933, as amended, respectfully requests the effective date for the
above-captioned Registration Statement be accelerated to July 26, 2007 at 3:00 p.m. Washington,
D.C. time or as soon thereafter as practicable.

     The Company hereby acknowledges that:

    1.

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    2.

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the accuracy and adequacy of the disclosure in the filing; and

    3.

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     If you have any questions, or require any additional information, please do not hesitate to
call me at (713) 985-6412 or Christine B. LaFollette at Akin Gump Strauss Hauer & Feld LLP at (713)
220-5896.

    Very truly yours,

    /s/ Tana L. Pool

    Tana L. Pool

    Vice President and General Counsel

    cc:

    Christine B. LaFollette

Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana St.

44th Floor

Houston, TX 77002

Fax: 713-236-0822

CORRESP
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[Letterhead
of Quanta Services, Inc.]

ACCELERATION REQUEST

July 23, 2007

Via EDGAR and Facsimile (202) 772-9368

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0407

    Attn:

    Pamela Long

Assistant Director

Division of Corporation Finance

                         Re:

    Quanta Services, Inc.

Registration Statement on Form S-4

File No. 333-142279

Dear Ms. Long:

     Quanta Services, Inc., a Delaware corporation (the “Company”), pursuant to Rule 461 under the
Securities Act of 1933, as amended, respectfully requests the effective date for the
above-captioned Registration Statement be accelerated to July 26, 2007 at 3:00 p.m. Washington,
D.C. time or as soon thereafter as practicable.

     The Company hereby acknowledges that:

    1.

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    2.

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the accuracy and adequacy of the disclosure in the filing; and

    3.

    the Company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

     If you have any questions, or require any additional information, please do not hesitate to
call me at (713) 985-6412 or Christine B. LaFollette at Akin Gump Strauss Hauer & Feld LLP at (713)
220-5896.

    Very truly yours,

    /s/ Tana L. Pool

    Tana L. Pool

Vice President and General Counsel

    cc:

    Christine B. LaFollette

Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana St.

44th Floor

Houston, TX 77002

Fax: 713-236-0822

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

July 19, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713) 629-7676

Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056

Re:  Quanta Services, Inc.
 Amendment No. 2 to Registrati on Statement on Form S-4
Filed July 9, 2007
 File No. 333-142279

Dear Ms. Pool:

We have reviewed your filings and have the following comments.  We welcome
any questions you may have about our comments or any other aspect of  our review.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

General

1. We note your response to comment 1 of our letter dated June 22, 2007, including
the statement that the forecasts prepared by each party were not relied upon by
either party “as a key determinative f actor in approving the Merger” and that
neither board’s recommendation “was continge nt on such forecasts . . . .”  Please
confirm your view that the financial pr ojections provided by each party to the
other party were not material to eith er recipient’s decision to approve the
proposed merger and that such informa tion would not affect the total mix of
information made available to inve stors of the respective companies.

Material U.S. Federal Income Tax C onsequences of the Merger, page 62

2. Delete reference to the disclosure under this heading being a “general discussion.”

3. We note that you have obtained two shor t-form tax opinions, which are included
as Exhibits 8.1 and 8.2 to the registration statement.  We have the following comments:

Tana L. Pool
Quanta Services, Inc.
July 19, 2007 Page 2
• The disclosure in this section must be the opinion of counsel with respect
to all material tax consequences and not merely a summary of the opinion
of such tax consequences.  Please revise accordingly and clearly identify those portions of the discussion that  constitute the opinion of counsel.

• Counsel rendering its opinion with  respect to each material tax
consequence must be specifically id entified.  Please revise accordingly.

• The short form tax opinions filed as e xhibits to the registration statement
must speak as of the date of effec tiveness of the regi stration statement,
rather than the date they are filed with the Commission.  Please revise
accordingly

Please also revise the applicable disclo sure in the Q&A and Summary sections
accordingly.

4. You must clearly disclose the tax consequen ces of the transaction to investors. If
doubt exists because of a lack of auth ority addressing the tax consequences,
please explain why counsel cannot give a “w ill” opinion, describe the degree of
uncertainty in the opinion and provide risk factor disclosure se tting forth the risk
to investors. Alternatively, please dele te words such as “we believe,” “we
expect,” “we anticipate” or “the followi ng discussion assumes” that transaction
will be treated as a reorganization or words that describe tax consequences
“generally.”

Signatures

5. Please provide the conforming signature  of your Chief Accounting Officer.

Exhibits
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the securities

6. Please file a revised opinion of counsel that does not contain an assumption that
the terms under which the shares will be issued were established in conformity
with your certificate of incorporation, as it makes a legal conclusion underlying the opinion.  In addition, such opinion must speak as of the date of effectiveness
of the registration statement, rather than as of the date  the opinion is provided to
you or filed with the Commission.  Please revise accordingly.

7. Please explain the qualification set forth in  paragraph B. that you are registered
limited liability partnership under th e laws of the State of Texas.

Tana L. Pool
Quanta Services, Inc.
July 19, 2007 Page 3
Exhibits 8.1 and 8.2

8. The opinions set forth in E xhibits 8.1 and 8.2 must indi cate that the discussion in
the prospectus is the opinion of couns el, and not merely a fair summary or
materially accurate.  Plea se revise accordingly.

You may contact Mindy Hooker, Staff Acc ountant, at (202) 551-3732 or Jennifer
Thompson, Senior Staff Account ant, at (202) 551-3737 if yo u have questions regarding
comments on the financial statements and rela ted matters.  Please contact Matt Franker,
Staff Attorney, at (202) 551-3749  or Andy Schoeffler, Senior  Staff Attorney, at (202) 551-
3748 with any other questions.  Alternativel y, you may contact me  at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: Christine B. LaFollette ( via facsimile  713/236-0822)
 Mark Zvonkovic
 John Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002

CORRESP
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[Letterhead of Akin Gump Strauss Hauer & Feld LLP]

July 9, 2007

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-0407

    Attn.:

    Pamela A. Long

Assistant Director

Division of Corporation Finance

Re: Quanta Services, Inc.

         Re:

    Responses to Comments on Amendment No. 1 to the Registration Statement on Form
S-4 filed by Quanta Services, Inc. on May 29, 2007 (File No. 333-142279) and Quanta
Services, Inc. Form 10-K for the year ended 12/31/2006 Filed February 28, 2007 (File
No. 001-13831)

Dear Ms. Long:

     Quanta Services, Inc. (“Quanta”) today filed Amendment No. 2 to its Registration
Statement on Form S-4 (File No. 333-142279) (as amended, the “Registration Statement”). This
letter, which is being submitted on behalf of Quanta and InfraSource Services, Inc.
(“InfraSource”), responds to your letter, dated June 22, 2007, relating to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with
the above-referenced filings.

     The responses to the Staff’s comments are numbered to relate to the corresponding comments in
your letter of June 22, 2007. For your convenience, we have also included the text of each of the
comments in bold. In general, the information contained in this letter with respect to Quanta has
been furnished by Quanta and the information contained in this letter with respect to InfraSource
has been furnished by InfraSource. All page references contained in the responses in this letter
are to the pages of the Registration Statement in the form filed today with the Commission.
References in this letter to the “Merger Agreement” are to the Agreement and Plan of Merger, dated
as of March 18, 2007 by and among Quanta, Quanta MS Acquisition, Inc. (“Quanta MS”) and
InfraSource, and references to the “Merger” are to the transactions contemplated by the Merger
Agreement pursuant to which InfraSource will merge with and into Quanta MS and become a wholly
owned subsidiary of Quanta.

General

    1.

    We note your response to comment 2 of our letter dated May 17, 2007. Please advise us as to
why the projections are not material.

    Response:

    Quanta and InfraSource each believes that the forecasts prepared by it are not material and
would not assist its stockholders in making an informed decision regarding, in the case of
the Quanta stockholders, approving the issuance of Quanta common stock in the Merger and, in
the case of the InfraSource stockholders, adopting the Merger Agreement for the following
reasons:

    A.

    Numerous factors and information were considered by the boards of directors of
Quanta and InfraSource in connection with their respective reviews of the Merger. In
connection with the approval of the Merger, neither Quanta nor InfraSource prepared
specific projections of the combined entity resulting from the Merger that analyzed in
detail the actual future estimates of financial results that might be expected to be
achieved by the combined entity. Instead, each party provided to the other party, for
due diligence purposes, existing forecasts of its own business on a stand-alone basis
that had been previously prepared for such party’s internal budgeting purposes. Each
party considered the other party’s forecasts as reasonably prepared for the purposes of
due diligence in the transaction but did not necessarily view or intend any aggregation
of the separate forecast information to be deemed as actual estimates or projections of
the future performance of the combined entity.

    B.

    As noted above, the Quanta board of directors considered multiple factors in
its decision-making process that were deemed material by it and are described and set
forth on pages 42-44. Likewise, the InfraSource board of directors considered multiple
factors in its decision-making process that were deemed material by it and are also
described and set forth on pages 44-46. Relative weights to any of the multiple
factors considered were not assigned by either of the boards of directors. While the
forecasts of the other party, including the more reliable 2007 information that was
prepared for current year budgeting purposes, were utilized as an indicator of whether
the Merger would serve the best interests of a party’s stockholders, neither the Quanta
board of directors nor the InfraSource board of directors relied on the forecasts of
the other party as a key determinative factor in approving the Merger. Consequently,
neither board’s recommendation to its stockholders was contingent on such forecasts and
the exclusion of the forecasts from the Registration Statement would not deprive the
stockholders of either Quanta or InfraSource from information that was specifically
material to their board of directors in approving the Merger. Furthermore, based on
the advice of each company’s antitrust counsel to maintain confidentiality of
competitive information regarding its customers, neither company was able to review
specific pending, proposed or anticipated bids for projects, existing or pending
contracts or detailed customer information of the other party, which information is
critical

2

    to understanding the assumptions for bidding, estimated future project awards and
timing and implementation of future projects on which the forecasts were based.
Without the ability to verify this information and, therefore, to evaluate many of
the key assumptions underlying the forecasts, it would have been difficult for
either company’s board of directors to give material determinative weight to such
forecasts prepared by the other party or information aggregating the separate
forecasts of the two parties. Moreover, given the nature of the businesses of
Quanta and InfraSource, the forecasts prepared by each party are subject to inherent
uncertainty and numerous risks (including the success rate for bid projects, the
timing and implementation of projects and contracts, the impact of weather
conditions and adverse changes in the markets served by Quanta or InfraSource or in
the businesses of either company) that were beyond the ability of either company to
control or predict. The information did, however, give each board a valid
perspective in its due diligence of the transaction.

    C.

    The companies believe that the inclusion of any forecasts would be misleading
to the stockholders of Quanta and InfraSource because of the significant number of
assumptions made in creating such forecasts and because of the risk that stockholders
would be misled by combining the separate forecasts of the two companies and would deem
such combined information as projections of future results. Based on its integration
plans, however, Quanta believes that the only useful forward looking information
prepared in connection with the Merger is the expected cost savings and operational
synergies, including approximately $20 million in 2008 related to the Merger, which is
disclosed on page 43. While these expectations and synergies are subject to risks and
uncertainties as described under “Risk Factors”, including those associated with the
ability to realize the anticipated benefits of combining the two companies, Quanta is
comfortable with such disclosure of this forward looking statement based on its near
term expectations and quantifiable integration plans.

Comparative Quanta and InfraSource Market Price Data, page 23

    2.

    Please provide equivalent per share data for InfraSource stock as of March 16, 2007, as
required by Item 3(g) of Form S-4.

    Response:

    In response to the Staff’s comment, the disclosure on page 23 has been revised.

3

The Merger, page 33

Background of the Merger, page 33

    3.

    We note your response to comment 17 of our letter dated May 17, 2007. Please revise your
disclosure regarding the December 8, 2005, meeting to clarify that no specific acquisition
proposal was made at that time. Please also revise your discussion to disclose the parameters
of the “possible acquisition of InfraSource by Quanta” that were discussed at the board
meeting.

    Response:

    In response to the Staff’s comment, the disclosure on pages 33-34 has been revised.

    4.

    We note your response to comment 19 of our letter dated May 17, 2007. Please revise your
discussion to disclose that you were not involved in discussions with any alternative parties
to Quanta after February 2006.

    Response:

    In response to the Staff’s comment, the disclosure on page 34 has been revised.

Opinion of Quanta’s Financial Advisor, page 46

Selected Company Analysis, page 50

    5.

    We note your response to comment 26 of our letter dated May 17, 2007. Please revise your
discussion to disclose whether other companies meeting the stated criteria (publicly traded,
similar industry with similar lines of business, and market value between $550 million and
$1.1 billion) were identified by Credit Suisse in its analysis. If so, please revise to name
these companies and to disclose why each was determined to be incomparable to InfraSource or
Quanta.

    Response:

    In response to the Staff’s comment, the disclosure on page 50 has been revised.

Opinion of InfraSource’ s Financial Advisor, page 51

Analysis of InfraSource, page 53

Comparable Public Companies Analysis, page 54

    6.

    Please respond to prior comment 26 with respect to the comparable public companies analysis
performed by Citigroup in its evaluation of InfraSource.

    Response:

    In response to the Staff’s comment, the disclosure on page 54 has been revised.

4

Analysis of Quanta, page 55

Comparable Public Companies Analysis, page 55

    7.

    We note your response to comment 26 of our earlier comment letter with respect to Citigroup’s
comparable public companies analysis of Quanta. Please briefly expand the discussion of
Quanta’s unique characteristics that set it apart from the companies included in Citigroup’s
analysis of InfraSource. In addition, please briefly discuss the utility of a comparable
public companies analysis that evaluates only the parties to the transaction.

    Response:

    In response to the Staff’s comment, the disclosure on page 56 has been revised.

Discounted Cash Flow Analysis, page 56

    8.

    We note the statement that the selected terminal EBITDA multiple range “was based on the
historical and current range of multiples for publicly traded companies.” Please revise to
clarify whether the companies included in calculating the range were the same as in the
Comparable Public Companies Analysis or in another analysis performed by Citigroup. If
companies other than InfraSource and Quanta were used, please briefly address why such
companies terminal 2011E EBITDA multiples were useful to this analysis in light of such
companies’ exclusion from the Comparable Public Companies Analysis due to “Quanta’s unique
growth characteristics, operations profile and end markets served.”

    Response:

    In response to the Staff’s comment, the disclosure on page 55 has been revised to disclose
that information of the four other comparable public companies was used in the discounted
cash flow analysis of InfraSource and the disclosure on page 56 has been revised to clarify
that only information of InfraSource and Quanta was used in the discounted cash flow
analysis of Quanta.

Financial Statements

Notes to Unaudited Pro Forma combined Financial Statements

Note 2(a)— Purchase Price, page F-6

    9.

    We note your response to our previous comment 38 and appreciate the additional information
about acquired backlog. We have the following additional comments:

    •

    Pro forma Note 2(f) states that the acquired backlog has a weighted average
life of 2.28 years. However, we read on page 6 of InfraSource’s December 31, 2006 Form
10-K that they expected to complete about two- thirds of their backlog during 2007.
Please tell us whether your calculation of weighted average life for backlog differs
from what InfraSource relied upon in creating its 10-K disclosure, and if so, please
explain how and why. In this regard, we read in your response that you assigned a 19
year useful life to

5

    acquired backlog related to Telecommunications Services, and it is unclear to us why
such a long life would be appropriate.

    •

    Please explain to us in more detail how you considered InfraSource’s master
service agreements in calculating acquired backlog. If your methodology differs from
the disclosures on page 6 of InfraSource’s 10-K, please explain how and why. In this
regard, we note your response to our prior comment 42.

    •

    Please provide us with a more detailed explanation of how you calculated
the future cash flows associated with InfraSource’s backlog. If your valuation
included any consideration of whether the acquired backlog contracts were favorable or
unfavorable compared to the market or compared to “normal” margins, please explain this
to us in reasonable detail. Refer to paragraphs B17l through B174 of SFAS 141.

Response:

Please note that Quanta is responding to each sub-request asked by the Staff by providing
its answer following each bullet point below.

    •

    Pro forma Note 2(f) states that the acquired backlog has a weighted average
life of 2.28 years. However, we read on page 6 of InfraSource’s December 31, 2006 Form
10-K that they expected to complete about two-thirds of their backlog during 2007.
Please tell us whether your calculation of weighted average life for backlog differs
from what InfraSource relied upon in creating its 10-K disclosure, and if so, please
explain how and why. In this regard, we read in your response that you assigned a 19
year useful life to acquired backlog related to Telecommunications Services, and it is
unclear to us why such a long life would be appropriate.

InfraSource determined the amount disclosed as backlog in its December 31, 2006 Form 10-K by
estimating the amount of revenue expected from work to be performed on uncompleted
contracts. Alternatively, Quanta valued the intangible asset associated with the
InfraSource backlog to be acquired in the Merger based on the present value of the expected
net cash flows produced by the backlog.

The longer weighted average life for the acquired backlog is attributable to the impact of
the higher margins earned by the InfraSource Telecommunication Services segment as compared
to the InfraSource Infrastructure Construction Services segment. As calculated from
information disclosed on page 87 of InfraSource’s December 31, 2006 Form 10-K,
Telecommunication Services had operating margins of 46.3% compared to 5.1% for the
Infrastructure Construction Services for the year ended December 31, 2006. Additionally,
Telecommunication Services current revenue projections are through the year 2025 based on
contractual obligations existing as of March 31, 2007. The higher margins and longer
contractual terms of the Telecommunication Services backlog extended the weighted average
life of the total acquired backlog as Telecommunication Services contributes a

6

higher percentage of cash flows relative to the total acquired backlog than the percentage
of revenue it contributes for total revenue backlog disclosed by InfraSource.

As stated above, the Telecommunication Services current revenue projections are through the
year 2025, or nineteen years, based on contractual obligations existing as of March 31,
2007. Quanta therefore concluded that the amortization of the backlog intangible asset
associated with Telecommunication Services will be over a nineteen year useful life based
upon the economic consumption of the backlog.

    •

    Please explain to us in more detail how you considered InfraSource’s master
service agreements in calculating acquired backlog. If your methodology differs from
the disclosures on page 6 of In

UNITED STATES
SECURITIES AND E XCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

June 22, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713) 629-7676

Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056

Re:  Quanta Services, Inc.
 Amendment No. 1 to Registrati on Statement on Form S-4
Filed May 29, 2007
 File No. 333-142279
  Quanta Services, Inc., Form  10-K for the year ended 12/31/2006
Filed February 28, 2007
File No. 001-13831

Dear Ms. Pool:

We have reviewed your filings and have the following comments.  We welcome
any questions you may have about our comments or any other aspect of  our review.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

General

1. We note your response to comment 2 of our letter dated May 17, 2007.  Please
advise us as to why the pr ojections are not material.

Comparative Quanta and Infrasource Market Price Data, page 23

2. Please provide equivalent per share data  for InfraSource stock as of March 16,
2007, as required by Item 3(g) of Form S-4.

The Merger, page 33
Background of the Merger, page 33

3. We note your response to comment 17 of our letter dated May 17, 2007.  Please
revise your disclosure regarding the December 8, 2005, meeting to clarify that no

Tana L. Pool
Quanta Services, Inc.
June 22, 2007 Page 2
specific acquisition proposal was made at  that time.  Please also revise your
discussion to disclose the parameters of the “possible acquisition of InfraSource by Quanta” that were discu ssed at the board meeting.

4. We note your response to comment 19 of our letter dated May 17, 2007.  Please revise your discussion to disclose that you were not involved in  discussions with
any alternative parties to Quanta after February 2006.

Opinion of Quanta’s Financial Advisor, page 46
Selected Company Analysis, page 50

5. We note your response to comment 26 of our letter dated May 17, 2007.  Please revise your discussion to disclose whet her other companies meeting the stated
criteria (publicly traded, similar indust ry with similar lines of business, and
market value between $550 million and $1.1 billion) were identified by Credit
Suisse in its analysis.  If so, please revise to name these companies and to disclose
why each was determined to be inco mparable to InfraSource or Quanta.

Opinion of InfraSource’s Financial Advisor, page 51
Analysis of InfraSource, page 53
Comparable Public Companies Analysis, page 54

6. Please respond to prior comment 26 with  respect to the comparable public
companies analysis performed by Citigroup in its evaluation of InfraSource.

Analysis of Quanta, page 55
Comparable Public Companies Analysis, page 55

7. We note your response to comment 26 of our  earlier comment letter with respect
to Citigroup’s comparable public companie s analysis of Quanta.  Please briefly
expand the discussion of Quanta’s unique characteristics that set it apart from the
companies included in Citigroup’s analysis  of InfraSource.  In addition, please
briefly discuss the utility  of a comparable public companies analysis that
evaluates only the part ies to the transaction.

Discounted Cash Flow Analysis, page 56

8. We note the statement that the selected  terminal EBITDA multiple range “was
based on the historical and current ra nge of multiples for publicly traded
companies.”  Please revise to clarif y whether the companies included in
calculating the range were the same as in the Comparable Public Companies Analysis or in another analysis perfor med by Citigroup.  If companies other than
InfraSource and Quanta were used, pleas e briefly address why such companies

Tana L. Pool
Quanta Services, Inc.
June 22, 2007 Page 3
terminal 2011E EBITDA multiples were useful to this analysis in light of such companies’ exclusion from the Comparable Public Companies Analysis due to “Quanta’s unique growth characteristic s, operations profile and end markets
served.”

Financial Statements
Notes to Unaudited Pro Forma combined Financial Statements
Note 2(a) – Purchase Price, page F-6

9. We note your response to our previous co mment 38 and appreciate the additional
information about acquired backlog.  We have the following additional comments:
• Pro forma Note 2(f) states that the acquired backlog has a weighted
average life of 2.28 years.  However, we read on page 6 of InfraSource’s
December 31, 2006 Form 10-K that they expected to complete about two-
thirds of their backlog during 2007.  Please tell us whether your
calculation of weighted average lif e for backlog differs from what
InfraSource relied upon in creating its 10-K disclosure, and if so, please
explain how and why.  In this regard , we read in your response that you
assigned a 19 year useful life to acquired backlog related to Telecommunications Services, and it is  unclear to us why such a long life
would be appropriate.
• Please explain to us in more detail how you considered InfraSource’s
master service agreements in calc ulating acquired backlog.  If your
methodology differs from the disclosure s on page 6 of InfraSource’s 10-K,
please explain how and why.  In this regard, we note your response to our
prior comment 42.
• Please provide us with a more detail ed explanation of how you calculated
the future cash flows associated w ith InfraSource’s backlog.  If your
valuation included any consideratio n of whether the acquired backlog
contracts were favorable or unfavor able compared to the market or
compared to “normal” margins, pleas e explain this to us in reasonable
detail.  Refer to paragraphs B171 through B174 of SFAS 141.

10. We note your response to prior co mments 38 and 39 concerning acquired
customer relationships and have the following comments:
• We read in your response that you exp ect the estimated attrition rates of
InfraSource’s customers to be “relatively low.”  Please explain to us in
more detail how you estimated this at trition rate, including whether it is
based on InfraSource’s historic attrition rate.
• Please provide us with a more detail ed explanation of how you calculated
the future cash flows associated with InfraSource’s customer relationships.
If your valuation included any consider ation of whether the resulting cash
flows were favorable or unfavorable compared to the market or compared

Tana L. Pool
Quanta Services, Inc.
June 22, 2007 Page 4
to “normal” margins, please explai n this to us in more detail.
• Please tell us whether you and InfraS ource have any overlap in customers,
and if so, please tell us how or if th is overlap affected your valuation of
acquired customer relationships.  Plea se refer to the guidance on valuing
customer related intangible assets in  Chad Kokenge’s speech at the 2003
AICPA National Conference on Curren t SEC Developments, available on
our website at www.sec.gov/news/speech/spch121103cak.htm, and Pam Schlosser’s speech at the 2005 AICP A National Conference on Current
SEC and PCAOB Developments, available on our website at www.sec.gov/news/speech/spch120505ps.htm.

11. We read in Note 1 to InfraSource’s D ecember 31, 2006, financial statements that
InfraSource’s historic intangible assets include acquired volume agreements.
Please tell us if or how these volume agr eements are included in your valuation of
InfraSource’s backlog or other customer relationships.

Item 22. Undertakings, page II-3

12. We note your response to comment 41 of our letter dated May 17, 2007.  Please revise to also provide the undertaking re quired by Items 512(a)(5)(ii) and (6) of
Regulation S-K.

Quanta Services, Inc., Form 10-K for the year ended 12/31/2006
Management’s Discussion and Analysis
Results of Operations, page 27

13. We note your response to our prior comme nt 44.  Since you state that you do not
separately track gross margins for each of  your electric power and gas customers,
telecommunications and cable television cu stomers, and ancillary services, if you
provide disclosure in future filings similar to that provided in your 10-K such that you separately address the gross margin s for these types of customers and
services, please revise to briefly explain how you derived your information on gross margins.  We believe this provid es important context to your readers.

Critical Accounting Policies – Valuation of Intangibles and Long-Lived Assets, page 36

14. We note your response to our prior comment  47.  Please refer to paragraph 47 of
SFAS 142 and to our Release 33-8350.  Your 2006 impairment of goodwill had a
significant impact on your income statemen t and therefore merits a reasonably
detailed explanation to your investors.  Revise future filings, either here or in the
footnotes to your financial statements, to provide greater context around this
impairment and more insight into whether or how this impairment impacts the likelihood of future impairments.  We continue to believe that it provides useful

Tana L. Pool
Quanta Services, Inc.
June 22, 2007 Page 5
information to your readers to disclose  that $30.2 million of goodwill remains at
this reporting unit and to briefly ex plain why that goodwill balance was not
impacted by the current impairment.  Give n your disclosure at the top of page 37
and in Note 2 to your financial statemen ts that the impairment was associated
with a business that has hi storically served the ca ble television industry, we
continue to believe that it provides useful information to your readers to provide
context as to whether management belie ves the current impairment signals an
increased likelihood of future similar im pairments at your other businesses that
serve the cable television i ndustry.  In this regard, information similar to that
provided in your response concerning the other industries served by these
reporting units would appear appr opriate for this disclosure.

Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounti ng Policies – Revenue Recognition, page 52

15. We note your response to our prior comment  49 and the disclosures in your 10-K.
Based on your response, it a ppears that you recognize re venue for non-fixed price
design and/or installation contracts as  services are provided and not under the
percentage of completion method.  Furt hermore, the final sentence of your
response appears to indicat e that when you recognize re venue as services are
provided, you may calculate the amount of revenue to be recognized using some
form of input-based approach, such as co sts or time and materials.  Since you are
not accounting for these non-fixed pri ce construction contracts under the
percentage of completio n method, please help us to understand how you
determined that it was appropriate to use an input-based approach to measure
revenue recognition, and the accounting guidance that you are relying upon.
Refer to Section 2(F)(2) of our Outline  of Current Accounting and Disclosure
Issues, available on our website at
www.sec.gov/divisions/corpfin /cfacctdisclosureissues.pdf .

16. Your response to our prior comment 49 also appears to indicate that you
recognize revenue from maintenance contra cts as services are provided, and that
you may measure this using some form of input-based approach, such as costs or
time and materials.  It is unclear to us how you determin ed that it was appropriate
to use an input-based approach to measure revenue recognition for maintenance services.  Refer to Section 2(F)(2) of  our Outline of Current Accounting and
Disclosure Issues, available on our website at
www.sec.gov/divisions/corpfin /cfacctdisclosureissues.pdf .  Please advise, or
demonstrate to us that there is no mate rial difference between this method and
measuring revenues using proportional performance or output-based measures, and revise your accounting policy in future filings.

17. We read in your response to our prior comment 49 that you enter into contracts
that contain both installation and maintenan ce obligations.  Please explain to us in

Tana L. Pool
Quanta Services, Inc.
June 22, 2007 Page 6
more detail how you determine the amount  of revenue related to each and the
accounting guidance that you are relying upon.

18. We read in your response to our pr ior comment 50 that substantially all
significant materials on contracts th at you account for under percentage of
completion are provided by the customer.  Please revise your accounting policy in future filings to disclose this fact and to clarify whether these customer-furnished materials are included in your contract revenues and costs.  Refer to paragraph 60 of SOP 81-1.

You may contact Mindy Hooker, Staff Acc ountant, at (202) 551-3732 or Jennifer
Thompson, Senior Staff Account ant, at (202) 551-3737 if yo u have questions regarding
comments on the financial statements and rela ted matters.  Please contact Matt Franker,
Staff Attorney, at (202) 551-3749  or Andy Schoeffler, Senior  Staff Attorney, at (202) 551-
3748 with any other questions.  Alternativel y, you may contact me  at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: Christine B. LaFollette ( via facsimile  713/236-0822)
 Mark Zvonkovic
 John Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

May 17, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713) 629-7676

Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056

Re:  Quanta Services, Inc.
 Registration Statement on Form S-4
Filed April 20, 2007
 File No. 333-142279
  Quanta Services, Inc., Form 10-K for the period ended 12/31/2006
Filed February 28, 2007
File No. 001-13831
Infrasource Services, Inc. Form 10-K for the period ended 12/31/2006
Filed March 13, 2007
 File No. 001-32164

Dear Ms. Pool:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 2
General

1. Please provide for staff review all materials prepared by the parties’ financial advisors and provided to their respective boa rds, or their representatives.  Provide
the board books and all transcripts, summar ies, and video presentation materials.
We may have further comment based on our review of these materials.

2. Please also provide us with all financia l projections and forecasts that were
prepared by the parties or their advisors and exchanged with the other party to the
transaction.  Please note that any such material exchanged forecasts must be
disclosed in the joint proxy statement/prospectus.

3. Please note that all written soliciting mate rials, including emails or scripts to be
used in soliciting proxies over the te lephone, must be filed under cover of
Schedule 14A.  Please refer to Item  14a-6(b) and (c) and confirm your
understanding.

4. We note that each solicitation will seek discretion to vote on other business that
may come before the meeting or any ad journment, including an adjournment for
the purpose of soliciting additional proxies.  We note disclosure on pages 86 and 89 that the parties contemplate adjourni ng their respective meetings to solicit
additional proxies.  This action must app ear as a separate item for shareholder
approval, as it is not an incidental matte r as contemplated by Exchange Act Rule
14a-4(c)(7).  Refer also to Rule 14a-4(a)(3).

5. A summary term sheet setting forth the pr incipal terms of th e transaction should
precede the Table of Contents of the joint proxy statement/prospectus.  The summary term sheet should concisely desc ribe the most material terms of the
proposed transaction and include cross-re ferences to more detailed discussion
contained in the registration statement.  For further guidance, refer to Item 1001
of Regulation M-A and Section II.F.2.a of Securities Act Release 7760 (January
24, 2000).

6. Please provide updated financial statements and related disclosures, as necessary,
to comply with Article 3-12 of Regulation S-X.

7. Please provide updated consents from your  independent accountants in each
amendment to your registration statement.

Cover Page of Registration Statement

8. We note the disclosure in f ootnote (1) to the fee regist ration table.  Please be
advised that counsel’s lega lity opinion should also cover the preferred stock
purchase rights.

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 3
Summary, page 7

9. Please disclose the outstanding common stock of Quanta before and after the proposed merger, on a fully-diluted basis,  and taking into account Quanta’s
assumption of InfraSource’s equity award plans.  In addition, please disclose the percentage of Quanta’s common stock th at Quanta and InfraSource stockholders
will own following the completion of the merger.  In this regard, we note the disclosure in the first risk factor on page 25.

The Merger, page 7

10. Please disclose the aggregate market value of the consideration to be received in the merger on the last trading day prior to the public announcement, and disclose
that this amount will fluctuate.  In add ition, please disclose the aggregate market
value as of the most recent practicable date.

Opinions of the Financial Advisors, page 9

11. Please revise your disclosure under this he ading to specify the fees payable to
each financial advisor.  Please include disclosure regarding the fee that is
contingent upon completion of the merger.

Selected Historical Financial Data of InfraSource, page 16

12. The periods presented for InfraSource’s predecessor and successor entities during
2003 appear to overlap by several months.  Please revise your introductory paragraph to clarify this matter by disclo sing, if true, that the successor entity had
no operating activity prio r to September 24, 2003.

Comparative Per Share Data, page 20

13. Please delete the statement in the fourth  sentence of the introductory paragraph
that the disclosure in this section is pr ovided for “illustrative purposes.”  Please be
advised that you are responsible for the en tire content of your filing and may not
include language that may be interpreted as a disclaimer of that content.

14. We note that Quanta will issue to Infra source stockholders 1.223 shares of Quanta
common stock for each share of Infrasource common stock.  Please provide equivalent pro forma per share data for Infrasource stock as required by Item 3(f)
of Form S-4, or tell us why you do not think this is applicable.

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 4
Risk Factors, page 23

15. We note the disclosure on page 40 rega rding the potential customer overlap.
Please add a risk factor that descri bes this risk in reasonable detail.

The Merger, page 31
Background of the Merger, page 31

16. Please briefly expand your discussion to disclose the reason(s) the principal
stockholders retained Citigroup in Augus t 2005 to assess strate gic alternatives.

17. Please revise the disclosure regarding the December 8, 2005, meeting of Quanta’s
board of directors to discuss the proposal  made on behalf of InfraSource.  Please
disclose the party that initiated disc ussions and the content of the proposal.

18. Please disclose the number of parties with which InfraSource entered into
confidentiality agreem ents in December 2005.

19. Your discussion under this heading make s no reference to negotiations between
IntraSource and alternative parties after December 2005.  Please revise
throughout your discussion to provide inve stors with a sense of alternative
strategic options and negotiations with pa rties besides Quanta.  In this regard,
please clearly explain the st rategic alternatives contem plated throughout the entire
period from December 2005 through the si gning of the merger agreement and
why those alternatives were not expl ored or completed.  For example, you
indicate that InfraSource’s management met with its financial advisor on November 16, 2006 to discuss various strategic alternatives, but you do not indicate the substance of those discus sions or indicate wh ether you were in
discussions with any other parties.

20. We note the disclosure in the third to last paragraph on page 33 regarding the
negotiation of the letter of in tent.  Please revise your di scussion to clearly disclose
the substance of those negotiations, incl uding the material terms discussed, how
the parties differed in thei r positions, and the outcome of the negotiations.  Please
also comply with this comment with respect to the disclosure regarding the negotiation of the merger agreement.   In  this regard, please clearly explain the
negotiations concerning the exchange ratio.

Recommendation of the Quanta Board of Dir ectors and Its Reasons for the Merger, page
38

21. The disclosure in the bullets points li sts the factors considered, but does not
explain why those factors either were favorable, neutral, or negative.  Please

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 5
revise accordingly.  Please also comply with this comment with respect to the “Other Factors” considered by InfraS ource’s board of directors on page 42.

Opinion of Quanta’s Financial Advisor, page 42

22. Please review the disclosure in this s ection, the section enti tled “Opinion of
InfraSource’s Financial Advisor” begi nning on page 47, and discussion of the
merger agreement beginning on page 61 to remove all disclosure that indicates that the summary in these sections is not  complete.  A summary by its nature is
not complete.  Your language suggests that  the disclosure in your filing does not
include all of the material information regarding the opinions.  For example, we
note the statements in the second sentence of the first paragraph under the heading
“Financial Analysis” on page 44 and in the first sentence of the second paragraph under the heading “General” on page 54.

23. Please remove the last sentence of the s econd paragraph.  In this regard, we note
that stockholders are entitled to rely solely  on the disclosure in your filing.  Please
also comply with this comment with respect to the sec ond paragraph under the
heading “Opinion of InfraSource’s Financial Advisor” on page 47.

24. Please disclose the basis for Credit Suisse’s assumption that the financial
projections provided by the parties were  reasonably prepared.  Also, in an
appropriate place in this disclosure, pleas e indicate whether the respective boards
reviewed, for accuracy and completeness, this financial information and whether
the boards found Credit Suisse’s reliance upon those materials to be reasonable.
Make similar revisions to the discus sion on page 48 of the opinion provided by
Citigroup to InfraSource.

Discounted Cash Flows Analyses, page 45

25. Please revise the disclosure of the disc ounted cash flow analysis performed for
each company to briefly disclose the basis for the selected forward terminal EBITDA multiples and discount rates.  Sim ilarly revise the disclosure of the
discounted cash flow analyses performed by Citigroup to disclose the basis for the
selected WACC range and terminal 2011E EBITDA multiple range.

Selected Company Analysis, page 45

26. Please briefly revise to disclose the criter ia utilized by Credit Suisse in selecting
the three companies evaluated.  Please also disclose whether any companies satisfying these criteria were  nonetheless excluded from the analysis and, if so,
disclose the basis for such exclusion.  Pr ovide similar disclosu re with respect to
the premiums paid and comparable p ublic companies analyses performed by
Citigroup.  With respect to the comparable  public companies analysis of Quanta

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 6
performed by Citigroup, please revise to  indicate whether the peer group of
selected companies is the same as the group selected for its comparable
companies analysis of InfraSource.

Miscellaneous, page 46

27. Revise to disclose the amount of fees Cr edit Suisse received in connection with
acting as an underwriter of InfraSource’s April 2006 and September 2006 secondary offerings.  Please also revise to disclose the fees Credit Suisse will receive in conjunction with the propose d merger, both as an aggregate amount
and the amount that is contingent upon consummation of the proposed merger.
Similarly revise the discussion of fees  payable to Citigroup on pages 54-55.

Interests of InfraSource Directors . . ., page 55

28. Please disclose the amount of each benef it to be received by InfraSource’s
directors and officers.

Certain Material U.S. Federal Income Ta x Consequences of the Merger, page 57

29. Revise this subheading as well as the disc ussion under this heading as well as that
appearing in the Summary on page 12 and in the Table of Contents to clarify that you are discussing all “material,” rather th an “certain” or “certain material” tax
considerations.

30. Please revise the first sentence of the last paragraph of this s ection to remove the
statement that the discussion in this s ection is for “general information only.”

The Merger Agreement, page 61

31. We note the statements in the second  introductory paragr aph regarding the
representations and warranties contained in  the merger agreemen t.  We have the
following comments:
• Please revise to remove any implication that the merger agreement does not constitute disclosure under the federal securities laws.  In this regard,
please delete the fourth and fift h sentences of this paragraph.
• Please be advised that, notwith standing your statements, you are
responsible for considering whether a dditional disclosure may be required
to make the statements included in your proxy statement not misleading.

Comparison of Rights of Quanta’s Stockholde rs and InfraSource’s St ockholders, page 84

32. Please revise the discussion of Quanta’s post-merger capital stock to include the
shares being issued as consideration.

Tana L. Pool
Quanta Services, Inc.
May 17, 2007 Page 7
Unaudited Pro Forma Combined Stat ement of Operations, page F-4

33. Please revise the line titled “income from continuing operations” on your pro
forma statement of operations to clarify, if true, that this is income from
continuing operations before nonrecurring char ges or credits dire ctly attributable
to the transaction.  Refer to Arti cle 11-02(b)(5) of Regulation S-X.

Notes to Unaudited Pro Forma Combined Financial Statements
Note 2(a) – Purchase Price, page F-5

34. We note your discussion of the treatment of InfraSour ce’s stock options in the
first paragraph of Note 2(a) and in Se ction 2.3 of your Agreement and Plan of
Merger.  Please tell us what considera tion you gave to the impact of the stock
options you will issue on InfraSource’s aggregate purchase price.

35. We read that your calculation of the aggr egate purchase price is based upon the
average closing price of Quanta common stock for the five trading days ended
March 20, 2007.  It appears that you public ly announced this merger on March
19, 2007.  Please tell us what consider ation you gave to EITF 99-12 in
determining the measurement date for the market price of Quanta’s stock.

36. Your calculation of the aggregate purchase  price states that it is presented in
thousands, except ratios and per share info rmation.  However, it appears that your
total purchase price and the allocation of that total purchase price to acquired
assets and liabilities may be presented in millions.  Please advise or revise.

37. We note that your preliminary purchase price allocation a ssumes that the book
value of InfraSource’s net tangible assets approximates their fair value based upon your initial evaluations.  Please revise your disclosure  to provide more detail
about the status of these evaluations a nd when you expect to complete them.
Please supplementally provide us with more information about why you believe
the book value of InfraSource’s net tangible a ssets approximates their fair value.

38. We note that your preliminary purchase price allocation has assigned the vast
majority of your purchase price for In frasource to goodwill.  While we recognize
that this allocation is preliminary, it is not  clear to us from the current level of
disclosure that you have identified all of the other intangible assets t