| FORWARD-LOOKING STATEMENT DISCLAIMER This presentation includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "project," "forecast," "may," "will," "should," "could," "expect," "believe," and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:Projected operating or financial results, including Price Gregory's expected revenues, operating results and cash flow;Quanta's and Price Gregory's expected combined financial and operating results;Accretion to Quanta's earnings per share arising from the contemplated transaction;The economic conditions and expected trends in the industries we serve; andThe timing of the consummation of the transactions contemplated by the merger agreement.Such forward-looking statements are not guarantees of future performance and involve or rely on a number of risks, uncertainties, and assumptions that are difficult to predict or beyond our control. We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements and that any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions and by known or unknown risks and uncertainties, including the following: Failure of the acquisition to be accretive to Quanta's earnings or add significant cash flow;The effect on the businesses of Quanta and Price Gregory from the decline in economic and financial conditions; Failure of the natural gas industry to grow in the future and the timing of any such growth;The impact on the pipeline construction industry from various factors, such as the price of natural gas or oil, the demand for power generation from natural gas, the discovery and development of natural gas and oil resources and legislative developments affecting the energy industry overall; Our ability to effectively integrate the operations of businesses acquired in connection with the contemplated transaction and realize potential synergies such as cross-selling opportunities;The inability to obtain approvals from, and the results of the review of the proposed transaction by, various regulatory agencies;Unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated;Th e effects of purchase accounting, including the determination of amortizable intangibles, on the combined companies' future operating results; The potential adverse impact to the businesses of the companies as a result of uncertainty surrounding the transaction, including the inability to retain key personnel; The potential adverse effect of any conditions imposed on Quanta or Price Gregory in connection with consummation of the merger; The possibility that dissenting stockholders will delay or increase the costs associated with the merger;The failure to satisfy various conditions to the closing of the merger contemplated by the merger agreement;The termination of the merger agreement in accordance with its terms;Future regulatory or legislative actions that could adversely affect the companies;The ability to effectively compete for new projects and market share;Estimates and assumptions in determining financial results;The successful negotiation, execution and performance and completion of existing pipeli ne transmission projects;Delays, reductions in scope or cancellations of existing pipeline transmission projects;Cancellation provisions within contracts and the risk that contracts are not renewed or are replaced on less favorable terms;The potential adverse effect of other economic, business, and/or competitive factors on the combined companies or their respective businesses; andThe other risks and uncertainties as described under "Risk Factors" in Quanta's Annual Report or Form 10-K for the fiscal year ended December 31, 2008, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, and as may be detailed from time to time in Quanta's other public filings with the Securities and Exchange Commission. All our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this presentation. In addition, we do not undertake and expressly disclaim any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this presentation or otherwise. |
