TUTOR PERINI CORP

Previous wording

The following discussion and analysis of our financial position as of June 30, 2025 and the results of our operations for the three and six months ended June 30, 2025 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10‑K for the year ended December 31, 2024, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2024 and in Part II, Item 1A below.

Current wording

The following discussion and analysis of our financial position as of September 30, 2025 and the results of our operations for the three and nine months ended September 30, 2025 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10‑K for the year ended December 31, 2024, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2024 and in Part II, Item 1A below.

Previous wording

This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statement that refers to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events, outcomes or circumstances, or the timing of those events, outcomes or circumstances, are forward-looking statements. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable security laws. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, but are not limited to, the following:

Current wording

This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statement that refers to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events, outcomes or circumstances, or the timing of those events, outcomes or circumstances, is a forward-looking statement. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, but are not limited to, the following:

Previous wording

•Decreases in the level of federal, state and local government spending for infrastructure and other public projects;

Current wording

•Decreases or delays in the level of federal, state and local government spending for infrastructure and other public projects;

Previous wording

•Client cancellations of, delays in, or reductions in scope under contracts reported in our backlog, as well as prospective project opportunities, including as a result of potential impacts from recently implemented tariffs or other government-related mandates;

Current wording

•Client cancellations of, delays in, or reductions in scope under contracts reported in our backlog, as well as prospective project opportunities, including as a result of government-related mandates;

Previous wording

•Risks related to government contracts and related procurement regulations;

Current wording

•Risks related to government contracts (including government shutdowns) and related procurement regulations;

Previous wording

•Impairment of our goodwill or other indefinite-lived intangible assets; and

Current wording

•Impairment of our goodwill or other indefinite-lived intangible assets;

Previous wording

Consolidated revenue for the three and six months ended June 30, 2025 was $1.4 billion and $2.6 billion, up 21.8% and 20.4% respectively, compared to $1.1 billion and $2.2 billion for the same periods in 2024. The Company experienced strong year-over-year growth in all three segments, primarily driven by increased project execution activities on certain newer, higher-margin projects, all of which have significant scope of work remaining. These projects included a detention facility in New York, which contributed to the revenue growth across all three segments, a Civil segment mass-transit project in Hawaii and increased project execution activities on certain other Civil segment mass-transit projects in California and the Northeast.

Current wording

Consolidated revenue for the three and nine months ended September 30, 2025 was $1.4 billion and $4.0 billion, up 30.7% and 23.8% respectively, compared to $1.1 billion and $3.3 billion for the same periods in 2024. The Company experienced strong growth in all three segments through the first nine months of 2025 compared to the same period last year, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects, all of which have significant scope of work remaining. These projects are in the early stages and are expected to ramp up substantially over the next several years. The improvement for both periods of 2025 was also due to the absence of certain prior-year unfavorable adjustments, as discussed in more detail below in Results of Segment Operations.

Previous wording

Income from construction operations for the three and six months ended June 30, 2025 was $76.4 million and $141.8 million, up 88.7% and 58.7% respectively, compared to $40.5 million and $89.3 million for the same periods in 2024. For both periods of 2025, the increase was primarily driven by contributions related to the increased project execution activities discussed above and by current-period favorable adjustments totaling $28.0 million due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a Civil segment mass-transit project in the Midwest. Both periods of 2025 were negatively impacted by a significant increase in share-based compensation expense of $38.5 million and $39.5 million, respectively, as compared to the same periods in 2024. The increase in share-based compensation expense was primarily due to a substantial increase in the Company’s stock price for both periods of 2025 as compared to the same periods of 2024, which impacted the fair value of liability-classified awards. These awards are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings.

Current wording

Income from construction operations for both periods of 2025 was negatively impacted by a significant increase in share-based compensation expense of $42.2 million and $81.7 million, respectively, as compared to the same periods in 2024. The increase in share-based compensation expense was primarily due to a substantial increase in the Company’s stock price for both periods of 2025 as compared to the same periods of 2024, which impacted the fair value of liability-classified awards. These awards are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings.

Previous wording

Income tax expense was $22.0 million and $34.9 million for the three and six months ended June 30, 2025, respectively, compared to $7.3 million and $14.6 million for the same periods in 2024. See Corporate, Tax and Other Matters below for a discussion of the changes in the effective tax rate.

Current wording

Income tax expense was $15.2 million and $50.0 million for the three and nine months ended September 30, 2025, respectively, compared to income tax benefit of $33.9 million and $19.4 million for the same periods in 2024. See Corporate, Tax and Other Matters below for a discussion of the changes in the effective tax rate.

Previous wording

Diluted earnings per common share for the three and six months ended June 30, 2025 was $0.38 and $0.90, respectively, compared to diluted earnings per common share of $0.02 and $0.31 for the same periods in 2024. Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes share-based compensation expense (and the associated tax benefit)for the three and six months ended June 30, 2025 was $1.41 and $2.06, respectively. The improvement for both periods in 2025 was primarily due to the factors discussed above that resulted in the positive change in income from construction operations for such periods. Refer to the Non-GAAP Financial Measures section below for further information and a reconciliation of the Company's financial results reported under generally accepted accounting principles in the United States (“GAAP”) to the reported adjusted results.

Current wording

Diluted earnings per common share for the three and nine months ended September 30, 2025 was $0.07 and $0.97, respectively, compared to diluted loss per common share of $1.92 and $1.61 for the same periods in 2024. Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes share-based compensation expense (and the associated tax benefit), for the three and nine months ended September 30, 2025 was $1.15 and $3.22, respectively, compared to adjusted diluted loss per common share of $1.61 and $0.88 for the same periods in 2024. The improvement for both periods in 2025 was primarily due to the factors discussed above that resulted in the positive change in income from construction operations for such periods. Refer to the Non-GAAP Financial Measures section below for further information and a reconciliation of the Company's financial results reported under generally accepted accounting principles in the United States (“GAAP”) to the reported adjusted results.

Previous wording

Consolidated new awards for the three and six months ended June 30, 2025 totaled $3.1 billion and $5.0 billion, respectively, compared to $1.6 billion and $2.4 billion for the same periods in 2024. The Civil segment was the primary contributor to the new awards activity in the second quarter of 2025. The most significant new awards and contract adjustments in the second quarter of 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York, a $538 million healthcare project in California; two civil works projects in the Midwest collectively valued at $127 million; $90 million of additional funding for a mass-transit project in California; and $54 million of additional funding for another healthcare project in California. The Company has been successful in winning its share of major new project opportunities due to a combination of its strategic bidding approach and favorable market dynamics, including limited competition in select markets for some of the larger projects. This environment, which is supported by strong public funding and demand, has allowed the Company to differentiate itself and deliver compelling proposals that align with the customer’s goals and expectations. The Company expects that this environment will continue for the foreseeable future.

Current wording

Consolidated new awards for the three and nine months ended September 30, 2025 totaled $2.0 billion and $7.0 billion, respectively, compared to $4.7 billion and $7.1 billion for the same periods in 2024. The Building segment was the primary contributor to the new awards activity in the third quarter of 2025. The most significant new awards and contract adjustments in the third quarter of 2025 included a healthcare facility project in California valued at approximately $1 billion; a $182 million military defense project in Guam; a $155 million education facility project in California; four mechanical projects in Florida collectively valued at $123 million; $53 million of additional funding for a mass-transit project in California; and $51 million of additional funding for another healthcare project in California. The Company has continued to be successful in winning its share of major new project opportunities due to a combination of its strategic bidding approach and favorable market dynamics, including limited competition in select markets for some of the larger projects. This environment, which is supported by strong public funding and demand, has allowed the Company to differentiate itself and deliver compelling proposals that align with the customer’s goals and expectations. The Company expects that this environment will continue for the foreseeable future.

Previous wording

Consolidated backlog as of June 30, 2025 was a record $21.1 billion, up 9% over the previous record backlog of $19.4 billion at the end of the first quarter of 2025. As of June 30, 2025, the mix of backlog by segment was approximately 53% for Civil, 33% for Building and 14% for Specialty Contractors. Backlog for the Civil and Specialty Contractors segments as of June 30, 2025 also set new records.

Current wording

Consolidated backlog as of September 30, 2025 was a record $21.6 billion, up 3% compared to the previous record backlog of $21.1 billion at the end of the second quarter of 2025 and up 54% compared to the backlog at the end of the third quarter of 2024. As of September 30, 2025, the mix of backlog by segment was approximately 49% for Civil, 36% for Building and 15% for Specialty Contractors. Backlog for the Building and Specialty Contractors segments as of September 30, 2025 also set new records.

Previous wording

With respect to potential concerns regarding the U.S. government’s increased scrutiny and curtailment of various federal spending programs, as well as varying new tariff policies that have recently been implemented, the Company does not currently anticipate any significant impacts to its business related to these factors. From a project funding perspective, the Company does not currently foresee the risk of any of its major projects in backlog being cancelled, delayed or defunded. Most of the Company’s major projects are funded at the state or local level, or with some combination of federal, state and local funding. For projects that are wholly or partially funded with federal dollars, the funding for those projects has already been committed and/or those projects are strategically important to the United States.

Current wording

With respect to potential concerns regarding the U.S. government’s increased scrutiny and curtailment of federal funding for certain projects, as well as concerns about the recent federal government shutdown and varying new tariff policies that have been and may continue to be implemented, the Company does not currently anticipate any significant impacts to its business related to these factors. From a project funding perspective, the Company does not currently foresee any of its major projects in backlog being cancelled, delayed or defunded. Most of the Company’s major projects are funded at the state or local level, or with some combination of federal, state and local funding. For projects that are wholly or partially funded with federal dollars, the funding for those projects has already been committed and/or those projects are strategically important to the United States.

Previous wording

Specifically related to potential tariff impacts, the Company utilizes a pre-award and post-award strategy. As part of its pre-award strategy, the Company’s detailed estimating process includes consideration of anticipated cost increases over the performance period of the contract, as well as additional contingencies to address other potential incremental costs related to unforeseen risks. Prior to its bid or proposal submission, the Company also works to negotiate favorable contract provisions that provide entitlement for certain compensable events, which may include price escalations and allowances. Once the project is awarded, the Company’s strategy shifts to entering into purchase orders or “buy-outs” of materials, such as steel and concrete, as well as large pieces of equipment at the onset of projects, which mitigate the risk of future equipment and commodity price increases. Also at that time, the Company enters into fixed-price contracts with its key project subcontractors whereby the risk of unforeseen escalation is transferred to the subcontractor. The Company benefits from its long-term relationships with key suppliers, vendors and subcontractors, which minimize supply chain disruptions that could arise as a result of tariffs. While the Company believes this strategy appropriately mitigates the current risk of potential tariff impacts, there could be other unforeseen future developments. The Company will continue to monitor and assess its exposure to the economic environment.

Current wording

Specifically related to potential tariff impacts, the Company utilizes a pre-award and post-award strategy. As part of its pre-award strategy, the Company’s detailed estimating process includes consideration of anticipated cost increases over the performance period of the contract, as well as additional contingencies to address other potential incremental costs related to unforeseen risks. Prior to its bid or proposal submission, the Company also works to negotiate favorable contract provisions that provide entitlement for certain compensable events, which may include price escalation and allowances. Once the project is awarded, the Company’s strategy shifts to entering into purchase orders or “buy-outs” of materials, such as steel and concrete, as well as large pieces of equipment at the onset of projects, which mitigate the risk of future equipment and commodity price increases by passing that risk to vendors. Also at that time, the Company enters into fixed-price contracts with its key project subcontractors whereby the risk of unforeseen escalation is transferred to the subcontractors. The Company benefits from its long-term relationships with key suppliers, vendors and subcontractors, which minimize supply chain disruptions that could arise as a result of tariffs. While the Company believes this strategy appropriately mitigates the current risk of potential tariff impacts, there could be other unforeseen future developments. The Company will continue to monitor and assess its exposure to the economic environment.

Previous wording

The outlook for the Company’s revenue growth over the next several years remains highly favorable due to strong new award bookings of large, long-duration projects over the past two years, as well as other significant new awards that are expected to be booked over the remainder of 2025. For example, the Company has various building projects in California, mostly in the healthcare sector, that are in the preconstruction phase. These projects are expected to move from preconstruction to construction later this year or in 2026, and they include a large healthcare project that is anticipated to be awarded the construction phase later in 2025 at a value of nearly $1 billion. Many of the Company’s newer projects are design-build projects that have an initial design phase over the first six to eighteen months during which smaller revenue and earnings are generated prior to the start of a multi-year construction phase that generates substantially larger revenue and earnings. We anticipate that we will continue to win our share of significant new project awards resulting from long-term, well-funded capital spending plans by state, local and federal customers, as well as limited competition for many of the larger project opportunities.

Current wording

The outlook for the Company’s revenue growth over the next several years remains highly favorable due to strong new award bookings of large, long-duration projects over the past two years, as well as other new awards that are expected to be booked over the remainder of 2025 and beyond. For example, the Company has certain building projects in California, mostly in the healthcare sector, that are in the preconstruction phase. A few of these projects are expected to move from preconstruction to construction later this year, and others are expected to do so in 2026 and 2027. Many of the Company’s newer projects are design-build projects that have an initial design phase over the first six to eighteen months during which smaller revenue and earnings are generated prior to the start of a multi-year construction phase that generates substantially larger revenue and earnings. We anticipate that we will continue to win our share of significant new project awards resulting from long-term, well-funded capital spending plans by state, local and federal customers, as well as limited competition for many of the larger project opportunities.

Previous wording

Nationally, support for transportation-related ballot measures has remained high over the last decade. Since 2014, voters in 43 states approved 84 percent of nearly 3,000 state and local measures on general election ballots. The largest of these was in Los Angeles County, where in 2016 Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. Funding from this measure is supporting, and is expected to continue to support, several of the Company’s current and prospective projects. More recently, in the November 2024 elections, voters approved 77 percent of 370 transportation funding measures on state and local ballots throughout the country. These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure. Additionally, interest rates were lowered in the fall of 2024, and some economists expect further rate reductions in 2025, though the actual timing and extent of any future rate reductions remains uncertain. Lower interest rates could support additional demand for continued infrastructure spending. In contrast, should interest rates rise, they could reach levels that may negatively impact demand, especially for certain types of Building segment projects that have already been experiencing such impacts, such as commercial offices and tenant improvement projects, which tend to be more economically sensitive than projects handled by our Civil segment.

Current wording

Nationally, support for transportation-related ballot measures has remained high over the last decade. Since 2014, voters in 43 states approved 84 percent of nearly 3,000 state and local measures on general election ballots. The largest of these was in Los Angeles County, where in 2016 Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. Funding from this measure is supporting, and is expected to continue to support, several of the Company’s current and prospective projects. More recently, in the November 2024 elections, voters approved 77 percent of 370 transportation funding measures on state and local ballots throughout the country. These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure. Additionally, interest rates were lowered in the fall of 2024 and have been further reduced twice in the fall of 2025, and some economists expect continued rate reductions in 2025 and 2026, though the actual timing and extent of such rate reductions remains uncertain. Lower interest rates could support additional demand for continued general construction spending. In contrast, should interest rates rise, they could reach levels that may negatively impact demand, especially for certain types of Building segment projects that have already been experiencing such impacts, such as commercial offices and tenant improvement projects, which tend to be more economically sensitive than projects handled by our Civil segment.

Previous wording

The bipartisan Infrastructure Investment and Jobs Act (enacted in 2021) provides for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The law initiated the largest federal investment in public transit ever, the single largest dedicated bridge investment since the construction of the interstate highway system and the largest federal investment in passenger rail since the creation of Amtrak, all in addition to providing for regular annual spending for numerous infrastructure projects. The Company anticipates that this significant incremental funding will continue to be allocated through the end of 2026 with the funds spent over the 10 years from the law’s enactment (through 2031), and much of the funding is allocated for investments in end markets that are directly aligned with the Company’s market focus. Accordingly, the Company believes that this significant level of sustained, incremental funding has benefited, and will continue to favorably impact, the Company’s current work and prospective opportunities over the next decade.

Current wording

The bipartisan Infrastructure Investment and Jobs Act (enacted in 2021) provides for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The law initiated the largest federal investment in public transit ever, the single largest dedicated bridge investment since the construction of the interstate highway system and the largest federal investment in passenger rail since the creation of Amtrak, all in addition to providing for regular annual spending for numerous infrastructure projects. The Company anticipates that this significant incremental funding will continue to be allocated through the end of 2026 with the funds spent over the 10 years from the law’s enactment (through 2031), and much of the funding is allocated for investments in end markets that are directly aligned with the Company’s market focus. The Company believes that Congress is working on continuation funding for various critical infrastructure programs through annual appropriations and extensions. Accordingly, the significant level of sustained funding has benefited, and should continue to favorably impact, the Company’s current work and prospective opportunities over the next decade.

Previous wording

These non-GAAP financial measures, which exclude share-based compensation expense for the three and six months ended June 30, 2025 and 2024 (as well as the tax benefit associated with the expense), include adjusted net income attributable to the Company and adjusted earnings per share. We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company’s common stock. By adjusting for share-based compensation, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. Our non-GAAP measures are intended to offer a consistent basis for evaluating the Company’s performance, which management believes is meaningful to stakeholders.

Current wording

These non-GAAP financial measures, which exclude share-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (as well as the tax benefit associated with the expense), include adjusted net income (loss) attributable to the Company and adjusted earnings (loss) per share. We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company’s common stock. By adjusting for share-based compensation, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. Our non-GAAP measures are intended to offer a consistent basis for evaluating the Company’s performance, which management believes is meaningful to stakeholders.

Previous wording

(a)The amount represents share-based compensation expense recorded during the three and six months ended June 30, 2025 and 2024. This includes expense associated with certain long-term incentive compensation awards that have payouts indexed to the Company’s common stock. As such, significant fluctuations in the price of the Company’s common stock during any reporting period have caused and could continue to cause significant fluctuations in the reported expense. The increase in the expense for the three and six months ended June 30, 2025 as compared to the prior-year periods was driven by the substantial increase in the price of the Company’s stock during the 2025 period.

Current wording

(a)The amount represents share-based compensation expense recorded during the three and nine months ended September 30, 2025 and 2024. This includes expense associated with certain long-term incentive compensation awards that have payouts indexed to the Company’s common stock. As such, significant fluctuations in the price of the Company’s common stock during any reporting period have caused and could continue to cause significant fluctuations in the reported expense. The increase in the expense for the three and nine months ended September 30, 2025 as compared to the prior-year periods was driven by the substantial increase in the price of the Company’s stock during the 2025 periods.

Previous wording

Revenue and income from construction operations for the Civil segment are summarized as follows:

Current wording

Revenue and income (loss) from construction operations for the Civil segment are summarized as follows:

Previous wording

Income from construction operations for the three and six months ended June 30, 2025 was $140.1 million and $219.7 million, up 85.4% and 50.2%, respectively, compared to $75.6 million and $146.3 million for the same periods in 2024. The significant increase for both periods was primarily due to contributions related to the increased project execution activities discussed above and current-period favorable adjustments totaling $28.0 million due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a mass-transit project in the Midwest.

Current wording

Income from construction operations for the nine months ended September 30, 2025 was $318.9 million compared to $133.8 million for the same period in 2024. The significant increase was due to the same factors discussed above for the third quarter of 2025 and favorable adjustments in the second quarter of 2025 totaling $28.0 million due to the settlement of certain change orders and changes in estimates due to improved performance on a mass-transit project in the Midwest.

Previous wording

Operating margin was 19.1% and 16.3% for the three and six months ended June 30, 2025, respectively, compared to 13.8% and 14.4% for the same periods in 2024. The increased operating margins were principally due to the above-mentioned factors that drove the increases in revenue and income from construction operations.

Current wording

Operating margin was 12.9% and 15.1% for the three and nine months ended September 30, 2025, respectively, compared to (2.3)% and 8.6% for the same periods in 2024. The increased operating margins were principally due to the above-mentioned factors that drove the increases in revenue and income (loss) from construction operations.

Previous wording

Backlog for the Civil segment was $11.2 billion as of June 30, 2025, up 156% compared to $4.4 billion as of June 30, 2024, and set a new all-time record for the segment. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, supported by substantial anticipated funding from various voter-approved transportation measures, the bipartisan Infrastructure Investment and Jobs Act, and by public agencies’ long-term spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects, with the majority of near-term opportunities on the West Coast, in the Midwest, and in the Indo-Pacific region.

Current wording

Backlog for the Civil segment was $10.5 billion as of September 30, 2025, up 52% compared to $6.9 billion as of September 30, 2024. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, and supported by substantial anticipated funding from various voter-approved state and local transportation measures, the bipartisan Infrastructure Investment and Jobs Act, and by public agencies’ long-term spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects, with the majority of near-term opportunities on the West Coast, in the Midwest, and in the Indo-Pacific region.

Previous wording

Revenue and income from construction operations for the Building segment are summarized as follows:

Current wording

Revenue and income (loss) from construction operations for the Building segment are summarized as follows:

Previous wording

Operating margin was 4.9% and 3.6% for the three and six months ended June 30, 2025 compared to 1.2% and 2.6% for the same periods in 2024. The increased operating margins were principally due to the above-mentioned factors that drove the increases in revenue and income from construction operations.

Current wording

Operating margin was 3.4% and 3.5% for the three and nine months ended September 30, 2025 compared to (0.9)% and 1.4% for the same periods in 2024. The increased operating margins were principally due to the above-mentioned factors that drove the changes in revenue and income (loss) from construction operations.

Previous wording

New awards in the Building segment totaled $664.0 million and $806.1 million for the three and six months ended June 30, 2025 compared to $436.7 million and $841.0 million for the same periods in 2024. The most significant new awards and contract adjustments in the second quarter of 2025 included a $538 million healthcare project in California and $54 million of additional funding for another healthcare project in California.

Current wording

New awards in the Building segment totaled $1.4 billion and $2.2 billion for the three and nine months ended September 30, 2025, level with the new awards in the same periods in 2024. The most significant new awards and contract adjustments in the third quarter of 2025 included a healthcare facility project in California valued at approximately $1 billion; a $155 million education facility project in California; and $51 million of additional funding for another healthcare facility project in California.

Previous wording

Certain Building segment end markets, such as healthcare, education, industrial/manufacturing, and hospitality and gaming, continue to show strong demand for new and renovated facilities. However, continued elevated interest rates and potential increases in materials and equipment costs due to recently implemented tariff policies could negatively impact this demand.

Current wording

Certain Building segment end markets, such as healthcare, education, industrial/manufacturing, and hospitality and gaming, continue to demonstrate strong demand for new and renovated facilities. However, the current level of interest rates combined with increases in materials and equipment costs due to recently implemented or future tariff policies could negatively impact this demand.

Previous wording

Backlog for the Building segment was $6.9 billion as of June 30, 2025 up 65% compared to $4.2 billion as of June 30, 2024. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations. In addition, there are various healthcare and education projects underway in California that are in the preconstruction phase, with only a portion of their full anticipated value included in our reported backlog. These projects are expected to soon advance to the construction phase — most of them later this year and a few in 2026, and consequently we anticipate that we will book significant additional backlog for these projects in 2025 and 2026.

Current wording

Backlog for the Building segment was $7.9 billion as of September 30, 2025 up 54% compared to $5.1 billion as of September 30, 2024, and set a new all-time record for the segment. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations. In addition, there are certain healthcare and education projects underway in California that are in the preconstruction phase, with only a portion of their full anticipated value included in our reported backlog. A few of these projects are expected to advance to the construction phase later this year, and others are expected to do so in 2026 and 2027. Consequently, we anticipate that we will book additional backlog for these projects during those periods.

Previous wording

Revenue and loss from construction operations for the Specialty Contractors segment are summarized as follows:

Current wording

Revenue and income (loss) from construction operations for the Specialty Contractors segment are summarized as follows:

Previous wording

Revenue for the three and six months ended June 30, 2025 increased 8.8% and 8.0%, respectively, compared to the same periods in 2024, primarily due to increased project execution activities on the electrical and mechanical components of certain newer projects in the Northeast, California and Florida, all of which have substantial scope of work remaining.

Current wording

Revenue for the three and nine months ended September 30, 2025 increased 123.8% and 35.3%, respectively, compared to the same periods in 2024, primarily due to increased project execution activities on the electrical and mechanical components of various newer projects across diverse end markets, all with substantial scope of work remaining and driven by overall strong market demand.

Previous wording

Operating margin was (10.2)% and (7.1)% for the three and six months ended June 30, 2025 compared to (4.8)% and (8.0)% for the same periods in 2024. The changes in operating margin were principally due to the aforementioned factors that drove the changes in revenue and loss from construction operations.

Current wording

Operating margin was 2.7% and (3.3)% for the three and nine months ended September 30, 2025 compared to (56.2)% and (19.4)% for the same periods in 2024. The changes in operating margin were principally due to the aforementioned factors that drove the changes in revenue and income (loss) from construction operations.

Previous wording

Backlog for the Specialty Contractors segment was $3.0 billion as of June 30, 2025, up 61% compared to $1.9 billion as of June 30, 2024, and set a new all-time record for the segment. The Specialty Contractors segment continues to be primarily focused on servicing the Company’s current and prospective large Civil and Building segment projects, particularly in the Northeast and California. We believe that the segment remains well-positioned to continue capturing its share of other new projects, leveraging the strong reputation held by the business units in this segment for high-quality work on large, complex projects.

Current wording

Backlog for the Specialty Contractors segment was $3.2 billion as of September 30, 2025, up 63% compared to $2.0 billion as of September 30, 2024, and set a new all-time record for the segment. The Specialty Contractors segment continues to be primarily focused on servicing the Company’s current and prospective large Civil and Building segment projects, particularly in the Northeast and California. We believe that the segment remains well-positioned to continue capturing its share of other new projects, leveraging the strong reputation held by the business units in this segment for high-quality work on large, complex projects.

Previous wording

Corporate general and administrative expenses were $68.1 million and $85.7 million during the three and six months ended June 30, 2025, respectively, compared to $31.5 million and $51.3 million for the same periods in 2024. The increase in corporate general and administrative expenses in 2025 compared to 2024 was primarily due to a substantial increase in share-based compensation expense that resulted from a higher stock price, which impacted the fair value of certain liability-classified awards. The Company expects share-based compensation expense tobe higher than previously anticipated for the full year of 2025, but it is projected to decrease considerably in 2026 and further in 2027 once certain awards have vested.

Current wording

Corporate general and administrative expenses were $79.7 million and $165.4 million during the three and nine months ended September 30, 2025, respectively, compared to $32.5 million and $83.8 million for the same periods in 2024. The increase in corporate general and administrative expenses in 2025 compared to 2024 was primarily due to a substantial increase in share-based compensation expense that resulted from a higher stock price, which impacted the fair value of liability-classified awards. The Company expects share-based compensation expense to be higher than previously anticipated for the full year of 2025, but it is projected to decrease considerably in 2026 and further in 2027 once certain awards have vested. Going forward, the Company intends to issue equity-classified, rather than liability-classified, long-term incentive compensation awards, which should help to reduce future earnings volatility.

Previous wording

Other Income, Net, Interest Expense and Income Tax Expense

Current wording

Other Income, Net, Interest Expense and Income Tax (Expense) Benefit

Previous wording

Interest expense for the three and six months ended June 30, 2025 decreased $9.5 million and $14.5 million compared to the same periods in 2024 primarily due to lower outstanding debt driven by the payoff of the Term Loan B in the first quarter of 2025, as discussed further in Liquidity and Capital Resources.

Current wording

Interest expense for the three and nine months ended September 30, 2025 decreased $7.7 million and $22.1 million compared to the same periods in 2024 primarily due to lower outstanding debt driven by the early payoff of the Term Loan B in the first quarter of 2025, as discussed further in Liquidity and Capital Resources.

Previous wording

The Company recognized income tax expense of $22.0 million and $34.9 million for the three and six months ended June 30, 2025 resulting in an effective income tax rate was 31.8% and 28.0%, respectively. The effective income tax rate for the three and six months ended June 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of the federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

Current wording

The Company recognized income tax expense of $15.2 million and $50.0 million for the three and nine months ended September 30, 2025 resulting in an effective income tax rate of 44.6% and 31.5%, respectively. The effective income tax rate for the three and nine months ended September 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of the federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

Previous wording

The Company recognized income tax expense of $7.3 million and $14.6 million for the three and six months ended June 30, 2024, respectively. The effective income tax rate was 31.3% and 25.1% for the three and six months ended June 30, 2024, respectively. The effective income tax rate for both the three and six months ended June 30, 2024 was higher than the 21.0% federal statutory rate primarily due to non-deductible expenses and state income taxes (net of the federal tax benefit), partially offset by the earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company).

Current wording

The Company recognized an income tax benefit of $33.9 million and $19.4 million for the three and nine months ended September 30, 2024, respectively. The effective income tax rate was 27.5% and 29.6% for the three and nine months ended September 30, 2024, respectively. The effective income tax rate for both the three and nine months ended September 30, 2024 was higher than the 21.0% federal statutory income tax rate primarily due to earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and state income taxes (net of the federal tax benefit), partially offset by non-deductible expenses.

Previous wording

Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $170.0 million, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of June 30, 2025, will be sufficient to fund working capital needs and debt maturities for the next 12 months and beyond, as discussed further below in Debt below. During the first quarter of 2025, we voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B. We generated a record amount of operating cash in the first six months of 2025, as discussed below in Cash and Working Capital. We expect strong operating cash flow to continue for the remainder of 2025 based on projected cash collections, both from project execution activities and the resolution of outstanding claims and change orders. In addition, we expect to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes.

Current wording

Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $170.0 million, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of September 30, 2025, will be sufficient to fund working capital needs and debt maturities for the next 12 months and beyond, as discussed further below in Debt below. During the first quarter of 2025, we voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B. We generated a record amount of operating cash in the first nine months of 2025, as discussed below in Cash and Working Capital. We expect strong annual operating cash flow to continue well beyond 2025, both from project execution activities and the resolution of outstanding claims and change orders. In addition, we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes.

Previous wording

Cash and cash equivalents were $526.1 million as of June 30, 2025 compared to $455.1 million as of December 31, 2024. Cash immediately available for general corporate purposes was $231.1 million and $265.6 million as of June 30, 2025 and December 31, 2024, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $178.4 million as of June 30, 2025 compared to $149.1 million as of December 31, 2024. Restricted cash and restricted investments at June 30, 2025 were primarily held to secure insurance-related contingent obligations and deposits.

Current wording

Cash and cash equivalents were $695.7 million as of September 30, 2025 compared to $455.1 million as of December 31, 2024. Cash immediately available for general corporate purposes was $201.7 million and $265.6 million as of September 30, 2025 and December 31, 2024, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $235.8 million as of September 30, 2025 compared to $149.1 million as of December 31, 2024. Restricted cash and restricted investments at September 30, 2025 were primarily held to secure insurance-related contingent obligations and deposits.

Previous wording

Cash flow from operating activities for the first six months of 2025 increased $133.9 million compared to the same period in 2024. The increase in cash flow from operating activities for the first six months of 2025 compared to 2024 primarily reflects higher cash generated by earning sources in the current period compared to the prior-year period, as well as a larger decrease in net project working capital in the current period compared to the prior-year period. The decrease in net project working capital in the 2025 period was primarily due to a current-year increase in BIE compared to a decrease last year, partially offset by a larger current-year increase in accounts receivable compared to last year, and a current-year increase in other current assets compared to a decrease last year. While both periods were positively impacted by collections associated with previously disputed matters as mentioned above, such collections in the 2024 period were significant whereas such collections in 2025 were lower relative to total operating cash flow.

Current wording

Cash flow from operating activities for the first nine months of 2025 increased $400.4 million compared to the same period in 2024. The increase in cash flow from operating activities for the first nine months of 2025 compared to 2024 primarily reflects higher cash generated by earning sources in the current period compared to the prior-year period, as well as a larger decrease in net project working capital in the current period compared to the prior-year period. The decrease in net project working capital in the 2025 period was primarily due to a current-year increase in billings in excess of costs and estimated earnings compared to a decrease last year, partially offset by a current-year increase in other current assets compared to a decrease last year, as well as a smaller current-year increase in accounts payable as compared to last year. While both periods were positively impacted by collections associated with previously disputed matters as mentioned above, such collections in the 2024 period were significant whereas such collections in 2025 were comparatively lower.