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QUANTA SERVICES, INC.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

PWR$540.90+6.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001050915-25-000103

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001050915-25-000111

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 107 current paragraphs.

57 unchanged; 43 reworded; 7 added; 11 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Current report

Revenues. The increase in revenues for the three months ended September 30, 2025 was primarily due to increased demand for our services, as well as approximately $170 million in revenues attributable to acquired businesses.

Current report

Revenues. The increase in revenues for the three months ended September 30, 2025 was primarily due to approximately $320 million in revenues attributable to acquired businesses, partially offset by lower revenues from large pipeline projects in Canada.

Current report

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Current report

Revenues. The increase in revenues for the nine months ended September 30, 2025 was primarily due to approximately $1.71 billion in revenues attributable to acquired businesses, as well as increased demand for our services.

Current report

Revenues. The increase in revenues for the nine months ended September 30, 2025 was primarily due to approximately $520 million in revenues attributable to acquired businesses as well as increased demand for our services.

Current report

The industrial project that impacted operating income and margin for the three months ended June 30, 2025 has experienced scope growth and resulting cost increases, for which we believe the customer is primarily responsible. Discussions with the customer and assessments are currently ongoing with respect to the scope changes, including the related cost and schedule impacts.
Removed paragraphs (11)

Previous report

In July 2025, we acquired Dynamic Systems (DSI), LLC (Dynamic Systems), which provides turnkey mechanical, plumbing and process infrastructure solutions to a diversified customer base that includes technology, semiconductor, healthcare and other load center markets. The upfront consideration, subject to certain adjustments, was approximately $1.35 billion, consisting of cash and approximately $200 million of Quanta common stock. Additionally, as further described in Note 5 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly

Previous report

Report, there is also a potential earnout payment of up to $216.0 million associated with this acquisition. Also in July 2025, we utilized approximately $700.0 million of borrowings under our commercial paper program and availability under our revolving credit facility to finance the cash portion of the acquisition of Dynamic Systems. See Note 8 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous report

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Previous report

Revenues. The increase in revenues for the three months ended June 30, 2025 was primarily due to approximately$750 million in revenues attributable to acquired businesses as well as increased demand for our services.

Previous report

Revenues. The increase in revenues for the three months ended June 30, 2025 was primarily due to approximately$105 million in revenues attributable to acquired businesses as well as increased demand for our services.

Previous report

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Previous report

Revenues. The increase in revenues for the six months ended June 30, 2025 was primarily due to approximately$1.54 billion in revenues attributable to acquired businesses as well as increased demand for our services.

Previous report

Revenues. The increase in revenues for the six months ended June 30, 2025 was primarily due to approximately$200 million in revenues attributable to acquired businesses as well as increased demand for our services.

Previous report

(1) Excludes backlog from contracts that are still subject to certain regulatory approvals.

Previous report

On July 25, 2025, we utilized $700.0 million of borrowings under our commercial paper program and availability under our revolving credit facility to finance the cash portion of the acquisition of Dynamic Systems.

Previous report

(1) Amount represents unsecured notes issued under our commercial paper program, which has amaximum aggregate amount of $1.50 billion of notes outstanding at any time. Available commitments for revolving loans under our senior credit facility must be maintained to provide credit support for notes issued under our commercial paper program, and therefore such notes effectively reduce the available borrowing capacity under our senior credit facility.
Reworded paragraphs (43)

Previous wording

During the three months ending March 31, 2025, our Chief Executive Officer reevaluated how performance of the business is assessed and how resources are allocated, which resulted in a change in the reporting of management’s internal financial information. As a result, beginning with the three months ended March 31, 2025, we began reporting the results of our two operating segments, which are also our two reportable segments: (1) Electric Infrastructure Solutions (Electric) and (2) Underground Utility and Infrastructure Solutions (Underground and Infrastructure). The Electric segment consists of the historical Electric Power Infrastructure Solutions and the Renewable Energy Infrastructure Solutions segments. In conjunction with this change, certain prior period amounts have been recast to conform to this new segment reporting structure.

Current wording

During the three months ended March 31, 2025, our Chief Executive Officer reevaluated how performance of the business is assessed and how resources are allocated, which resulted in a change in the reporting of management’s internal financial information. As a result, beginning with the three months ended March 31, 2025, we began reporting the results of our two operating segments, which are also our two reportable segments: (1) Electric Infrastructure Solutions (Electric) and (2) Underground Utility and Infrastructure Solutions (Underground and Infrastructure). The Electric segment consists of the historical Electric Power Infrastructure Solutions and the Renewable Energy Infrastructure Solutions segments. In conjunction with this change, certain prior period amounts have been recast to conform to this new segment reporting structure.

Previous wording

Our second quarter 2025 results reflect increased demand for our services, as consolidated revenues and operating income increased as compared to the second quarter of 2024, due to increased revenues and operating income for both our Electric and Underground and Infrastructure segments.

Current wording

Our 2025 results reflect increased demand for our services, as consolidated revenues and operating income increased as compared to 2024, with increased revenues and operating income in both our Electric and Underground and Infrastructure segments.

Previous wording

With respect to our Electric segment, utilities are continuing to invest significant capital in their electric power delivery systems through multi-year grid modernization and reliability programs, as well as system upgrades and hardening programs in response to recurring severe weather events. We have also experienced high demand for new and expanded transmission, substation and distribution infrastructure needed to reliably transport power. In particular, we continue to experience strong demand from our utility customers, which we believe is driven by increasing demand for electricity associated with, among other things, data centers and other technology-related dynamics, domestic manufacturing reshoring initiatives and overall electrification trends. Our acquisition of Cupertino Electric Inc. (CEI) during 2024 also resulted in increased services for our critical path electrical design and installation solutions from the technology and data center industry, as well as our utility scale solar and battery storage solutions. The cost-effectiveness of solar, wind energy and battery storage, combined with a meaningful increase in current and forecasted electricity demand is continuing to drive demand for renewable generation and related infrastructure (e.g., high-voltage electric transmission and substation infrastructure and battery storage), as well as interconnection services necessary to connect and transmit renewable-generated electricity to existing electric power delivery systems. Despite these positive longer-term trends, in the past, supply chain challenges, policy and regulatory uncertainty and other factors have resulted in project delays and increased project costs and could negatively impact future periods.

Current wording

With respect to our Electric segment, utilities are continuing to invest significant capital in their electric power delivery systems through multi-year grid modernization and reliability programs, as well as system upgrades and hardening programs in response to recurring severe weather events. We have also experienced high demand for new and expanded transmission, substation and distribution infrastructure needed to reliably transport power. In particular, we continue to experience strong demand from our utility customers, which we believe is driven by increasing demand for electricity associated with, among other things, data centers and other technology-related dynamics, domestic manufacturing reshoring initiatives and overall electrification trends. Our acquisition of Cupertino Electric Inc. (CEI) during 2024 also resulted in increased demand for our critical path electrical design and installation solutions from the technology and data center industry, as well as our utility scale solar and battery storage solutions. The cost-effectiveness of solar, wind energy and battery storage, combined with a meaningful increase in current and forecasted electricity demand is continuing to drive demand for renewable generation and related infrastructure (e.g., high-voltage electric transmission and substation infrastructure and battery storage), as well as interconnection services necessary to connect and transmit renewable-generated electricity to existing electric power delivery systems. Despite these positive longer-term trends, in the past, supply chain challenges, policy and regulatory uncertainty and other factors have resulted in project delays and increased project costs and could negatively impact future periods.

Previous wording

With respect to our Underground and Infrastructure segment, we continue to believe the market for our industrial solutions and gas utility and pipeline integrity services remains solid given the recurring critical-path maintenance requirements and regulated spend dedicated to modernizing systems, reducing methane emissions, ensuring environmental compliance and improving safety and reliability. However, revenues associated with large pipeline projects have fluctuated in recent years, and we anticipate that revenues associated with these projects will continue to fluctuate.

Current wording

With respect to our Underground and Infrastructure segment, we continue to believe the market for our industrial solutions and gas utility and pipeline integrity services remains solid given the recurring critical-path maintenance requirements and regulated spend dedicated to modernizing systems, reducing methane emissions, ensuring environmental compliance and improving safety and reliability. However, revenues associated with large pipeline projects have fluctuated in recent years, and we anticipate that revenues associated with these projects will continue to fluctuate. Additionally, our acquisition of Dynamic Systems (DSI), LLC (Dynamic Systems) during the three months ended September 30, 2025 expanded our capabilities and solutions related to turnkey mechanical, plumbing and process infrastructure solutions. We see strong demand for these services by data center, manufacturing, semiconductor and other large load facilities and believe there are also opportunities to provide these services to other core end markets.

Previous wording

During the six months ended June 30, 2025, increased revenues and operating income contributed to $538.9 million of net cash provided by operating activities, which was a 14% decrease compared to the six months ended June 30, 2024. This cash provided by operating activities, along with borrowings under our commercial paper program, allowed us to execute our business plan, including the strategic acquisitions of certain businesses and investments in unconsolidated affiliates, for which we utilized $734.4 million of cash; repurchases of $134.6 million of common stock, and payments of $30.3 million in dividends associated with our common stock. Additionally, as of June 30, 2025, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $2.64 billion.

Current wording

During the nine months ended September 30, 2025, increased revenues and operating income contributed to $1.10 billion of net cash provided by operating activities, which was a 19% decrease compared to the nine months ended September 30, 2024. This cash provided by operating activities, along with borrowings under our credit facility and commercial paper program and issuance of senior notes described below, allowed us to execute our business plan, including the strategic acquisitions of certain businesses and investments in unconsolidated affiliates, for which we utilized $1.93 billion of cash; repurchases of $134.6 million of common stock, and payments of $45.4 million in dividends associated with our common stock. Additionally, as of September 30, 2025, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $3.34 billion.

Current wording

In August 2025, we issued $1.50 billion aggregate principal amount of senior notes and received net proceeds of $1.48 billion, net of the original issue discount, underwriting discounts and deferred financing costs, and used the proceeds to repay certain outstanding borrowings. Our debt financing arrangements are more fully described in Note 8 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous wording

We expect the strong demand for our services will continue. Our remaining performance obligations and backlog were $19.16 billion and $35.84 billion as of June 30, 2025, representing increases of 14.3% and 3.8% relative to December 31, 2024. For a reconciliation of backlog to remaining performance obligations, the most comparable financial measure prepared in conformity with generally accepted accounting principles in the United States (GAAP), see Non-GAAP Financial Measures below.

Current wording

We expect the strong demand for our services will continue. Our remaining performance obligations and backlog were $20.97 billion and $39.17 billion as of September 30, 2025, representing increases of 25.1% and 13.4% relative to December 31, 2024. For a reconciliation of backlog to remaining performance obligations, the most comparable financial measure prepared in conformity with generally accepted accounting principles in the United States (GAAP), see Non-GAAP Financial Measures below.

Previous wording

Revenues. Revenues increased due to a $971.2 million increase in revenues from our Electric segment and a $207.4 million increase in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues.

Current wording

Revenues. Revenues increased due to a $938.1 million increase in revenues from our Electric segment and a $200.1 million increase in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues.

Previous wording

Selling, general and administrative expenses. The increase was primarily attributable to a $58.5 million increase related to recently acquired businesses and a $15.7 million increase in acquisition and integration costs.

Current wording

Selling, general and administrative expenses. The increase was primarily attributable to $45.3 million related to recently acquired businesses and a $24.9 million increase in acquisition and integration costs.

Previous wording

Amortization of intangible assets. The increase was related to incremental amortization expense associated with recent acquisitions since June 2024, primarily the acquisition of CEI.

Current wording

Amortization of intangible assets. The increase was related to incremental amortization expense associated with acquisitions since September 2024, primarily the acquisition of Dynamic Systems.

Previous wording

Operating income. Operating income was positively impacted by a $126.0 million increase in operating income for our Electric segment, partially offset by a $72.1 million increase in corporate and non-allocated costs, which includes amortization expense. Results for each of our business segments and our corporate and non-allocated costs are discussed in Segment Results below.

Current wording

Operating income. Operating income was positively impacted by a $127.8 million increase in operating income for our Electric segment and a $28.3 million increase in operating income for our Underground and Infrastructure segment, partially offset by a $70.0 million increase in corporate and non-allocated costs, which includes amortization expense. Results for each of our business segments and our corporate and non-allocated costs are discussed in Segment Results below.

Previous wording

Interest and other financing expenses. The majority of the increase resulted from higher levels of principal on fixed rate debt balances as compared to the three months ended June 30, 2024. This increase resulted primarily from the issuance of $1.25 billion of aggregate principal amount of senior notes in August 2024, partially offset by the repayment of $500 million principal amount of senior notes in October 2024.

Current wording

Interest and other financing expenses. The majority of the increase resulted from higher levels of principal on fixed rate debt balances as compared to the three months ended September 30, 2024. This increase resulted primarily from the issuance of $1.50 billion of aggregate principal amount of senior notes in August 2025 and $1.25 billion of aggregate principal amount of senior notes in August 2024, partially offset by the repayment of $500 million principal amount of senior notes in October 2024.

Previous wording

Provision for income taxes. The effective income tax rates for the three months ended June 30, 2025 and 2024 were 26.7% and 28.2%. The lower effective tax rate for the three months ended June 30, 2025 was primarily due to the recognition, as a component of our annual effective tax rate, of certain tax credits generated by one of our investments in a non-integral unconsolidated affiliate during the year ended December 31, 2025.

Current wording

Provision for income taxes. The effective income tax rates for the three months ended September 30, 2025 and 2024 were 25.9% and 21.6%. The higher effective tax rate for the three months ended September 30, 2025 was primarily due to a lower tax benefit from vested equity incentive awards. The impact was $14.3 million less benefit in the three months ended September 30, 2025 compared to the same period in the prior year.

Previous wording

Comprehensive income attributable to common stock. See Statements of Comprehensive Income in Item 1. Financial Statementsof Part I of this Quarterly Report. Comprehensive income attributable to common stock increased by $123.9 million in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to an $83.0 million increase in foreign currency translation adjustments and a $41.6 million increase in net income. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. Foreign currency translation adjustment gains for the three months ended June 30, 2025 primarily resulted from the weakening of the U.S. dollar against the Canadian and Australian dollars as of June 30, 2025 when compared to March 31, 2025.

Current wording

Comprehensive income attributable to common stock. See Statements of Comprehensive Income in Item 1. Financial Statementsof Part I of this Quarterly Report. Comprehensive income attributable to common stock increased by $1.3 million in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The change in comprehensive income was primarily due to a $43.8 million increase in net income, offset by a $44.9 million decrease in foreign currency translation adjustments. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. Foreign currency translation adjustment losses for the three months ended September 30, 2025 primarily resulted from the strengthening of the U.S. dollar against the Canadian dollar as of September 30, 2025 when compared to June 30, 2025.

Previous wording

Revenues. Revenues increased due to a $2.00 billion increase in revenues from our Electric segment and a $375.7 million increase in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues.

Current wording

Revenues. Revenues increased due to a $2.94 billion increase in revenues from our Electric segment and a $575.8 million increase in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues.

Previous wording

Selling, general and administrative expenses. The increase was primarily attributable to a $112.4 million increase related to recently acquired businesses and a $34.4 million increase in compensation expense, largely associated with increased incentive compensation due also to increased levels of profitability. Also contributing to the increase was an $20.0 million increase in acquisition and integration costs.

Current wording

Selling, general and administrative expenses. The increase was primarily attributable to $157.7 million related to recently acquired businesses and a $44.8 million increase in acquisition and integration costs. Also contributing to the increase was a $23.0 million increase in compensation expense, largely associated with increased incentive compensation due to increased levels of profitability.

Previous wording

Amortization of intangible assets. The increase was related to incremental amortization expense associated with acquisitions since June 2024, including CEI.

Current wording

Amortization of intangible assets. The increase was related to incremental amortization expense associated with acquisitions, primarily the acquisitions of Dynamic Systems and CEI.

Previous wording

Operating income. Operating income was positively impacted by a $231.3 million increase in operating income for our Electric segment and a $39.1 million increase in operating income for our Underground and Infrastructure segment, partially offset by a $123.6 million increase in corporate and non-allocated costs, which includes amortization expense. Results for each of our business segments and corporate and non-allocated costs are discussed in Segment Results below.

Current wording

Operating income. Operating income was positively impacted by a $359.2 million increase in operating income for our Electric segment and a $67.3 million increase in operating income for our Underground and Infrastructure segment, partially offset by a $193.7 million increase in corporate and non-allocated costs, which includes amortization expense. Results for each of our business segments and corporate and non-allocated costs are discussed in Segment Results below.

Previous wording

Interest and other financing expenses. The majority of the increase resulted from higher levels of principal on fixed rate debt balances as compared to the six months ended June 30, 2024. This increase resulted primarily from the issuance of $1.25 billion of aggregate principal amount of senior notes in August 2024, partially offset by the repayment of $500 million principal amount of senior notes in October 2024.

Current wording

Interest and other financing expenses. The majority of the increase resulted from higher levels of principal on fixed rate debt balances as compared to the nine months ended September 30, 2024. This increase resulted primarily from the issuance of $1.50 billion of aggregate principal amount of senior notes in August 2025 and $1.25 billion of aggregate principal amount of senior notes in August 2024, partially offset by the repayment of $500 million principal amount of senior notes in October 2024.

Previous wording

Other income (expense), net. The decrease was primarily attributable to $16.4 million recognized in the six months ended June 30, 2024 resulting from the equity in earnings and the gain from the sale of an investment in a non-integral unconsolidated affiliate, $5.0 million of which was attributable to a non-controlling interest, as further described in Note 6 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Current wording

Other income (expense), net. The decrease was primarily attributable to $16.4 million recognized in the nine months ended September 30, 2024 that resulted from the equity in earnings and a gain from the sale of an investment in a non-integral unconsolidated affiliate, $5.0 million of which was attributable to a non-controlling interest, as further described in Note 6 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous wording

Provision for income taxes. The effective income tax rates for the six months ended June 30, 2025 and 2024 were 24.6% and 23.2%. The higher effective tax rate for the six months ended June 30, 2025 was primarily due to a lower tax benefit from equity incentive awards. This benefit impacted the effective tax rate for the six months ended June 30, 2025 by $14.7 million, compared to $22.4 million in the six months ended June 30, 2024.

Current wording

Provision for income taxes. The effective income tax rates for the nine months ended September 30, 2025 and 2024 were 25.2% and 22.5%. The higher effective tax rate for the nine months ended September 30, 2025 was primarily due to a lower tax benefit from equity incentive awards. The impact was $22.0 million less benefit in the nine months ended September 30, 2025 compared to the same period in the prior year.

Previous wording

Comprehensive income attributable to common stock. See Statements of Comprehensive Income in Item 1. Financial Statementsof Part I of this Quarterly Report. Comprehensive income attributable to common stock increased by $180.8 million in the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a $113.4 million increase in foreign currency translation adjustments and a $64.5 million increase in net income. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. Foreign currency translation gains primarily resulted from the weakening of the U.S. dollar against the Canadian and Australian dollars as of June 30, 2025 when compared to December 31, 2024.

Current wording

Comprehensive income attributable to common stock. See Statements of Comprehensive Income in Item 1. Financial Statementsof Part I of this Quarterly Report. Comprehensive income attributable to common stock increased by $182.1 million in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to a $108.3 million increase in net income and a $68.4 million increase in foreign currency translation adjustments. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. Foreign currency translation gains primarily resulted from the weakening of the U.S. dollar against both the Canadian and Australian dollars as of September 30, 2025 when compared to December 31, 2024.

Previous wording

Operating Income. The increase in operating income for the three months ended June 30, 2025 was primarily due to increased revenues. The decrease in operating margin for the three months ended June 30, 2025 was primarily due to an increase in estimates due to subcontractor management on an industrial project, partially offset by the overall mix of work performed in the period.

Current wording

Operating Income. The increase in operating income for the three months ended September 30, 2025 was primarily due to increased revenues. The increase in operating margin for the three months ended September 30, 2025 was primarily due to the overall mix of work performed in the period.

Previous wording

The increase in corporate and non-allocated costs during the three months ended June 30, 2025 was primarily due to a $34.0 million increase in intangible asset amortization expense associated with recent acquisitions, including CEI, and a $14.1 million increase in compensation expense, which was primarily attributable to increased incentive compensation expense due to increased levels of profitability and non-cash stock compensation expense in support of business growth. Also contributing to the increase was an $11.7 million increase in acquisition and integration costs.

Current wording

The increase in corporate and non-allocated costs during the three months ended September 30, 2025 was primarily due to a $22.8 million increase in intangible asset amortization expense associated with recent acquisitions, primarily Dynamic Systems, and an $18.1 million increase in acquisition and integration costs. Also contributing to the increase was a $13.7 million increase in compensation expense, which was primarily attributable to increased salaries and non-cash stock compensation expense in support of business growth, and a $5.7 million increase in expense related to change in fair value of contingent consideration liabilities.

Previous wording

Operating Income. The increase in operating income for the six months ended June 30, 2025 was primarily due to the increase in revenues. The increase in operating margin for the six months ended June 30, 2025 was primarily due to the increase in revenues and improved execution in power generation, partially offset by lower operating margins associated with telecommunication projects. Operating margin for the six months ended June 30, 2024 was negatively impacted by decreased operating income margins on various solar projects in the United States that were the result of decreased productivity.

Current wording

Operating Income. The increase in operating income for the nine months ended September 30, 2025 was primarily due to the increase in revenues. The increase in operating margin for the nine months ended September 30, 2025 was primarily due to the overall mix of work performed in the period. Operating margin for the nine months ended September 30, 2024 was also negatively impacted by decreased operating income margins on various solar projects in the United States that were the result of decreased productivity.

Previous wording

Operating Income. The increase in operating income and operating margin for the six months ended June 30, 2025 was primarily due to increased revenues, which contributed to higher levels of fixed cost absorption, as well as the overall mix of work performed during the period. Operating margin for the six months ended June 30, 2024 was negatively impacted by an $11.2 million loss related to the disposition of a non-core business.

Current wording

Operating Income. The increase in operating income and operating margin for the nine months ended September 30, 2025 was primarily due to increased revenues, which contributed to higher levels of fixed cost absorption, as well as the overall mix of work performed during the period. Additionally, the operating margin for the nine months ended September 30, 2024 was also negatively impacted by an $11.9 million loss related to the disposition of a non-core business.

Previous wording

The increase in corporate and non-allocated costs during the six months ended June 30, 2025 was primarily due to a $66.0 million increase in intangible asset amortization and a $23.4 million increase in compensation expense, which was attributable to increased salaries, incentive compensation and non-cash stock compensation expense in support of business growth and increased incentive compensation is also due to increased levels of profitability. Also contributing to the increase was an $11.6 million increase in acquisition and integration costs.

Current wording

The increase in corporate and non-allocated costs during the nine months ended September 30, 2025 was primarily due to an $88.8 million increase in intangible asset amortization and a $37.1 million increase in compensation expense, which was attributable to increased salaries, incentive compensation and non-cash stock compensation expense in support of business growth and, with respect to incentive compensation, increased levels of profitability. Also contributing to the increase was a $29.6 million increase in acquisition and integration costs and a $18.5 million increase in expense related to change in fair value of contingent consideration liabilities.

Previous wording

(1) The amounts for the three and six months ended June 30, 2025 include $4.2 million and $8.5 million that, pursuant to an acquisition purchase agreement, were withheld from the sellers’ proceeds, to be paid to certain employees upon satisfaction of post-closing service obligations.

Current wording

(1) The amounts for the three and nine months ended September 30, 2025 include $6.7 million and $15.2 million that, pursuant to an acquisition purchase agreement, were or will be withheld from the sellers’ proceeds, to be paid to certain employees upon satisfaction of post-closing service obligations.

Previous wording

(2) The amount for the six months ended June 30, 2024 is a loss of $11.2 million on the disposition of a non-core business, partially offset by a gain of $7.5 million as a result of the sale of a non-integral equity method investment.

Current wording

(2)The amount for the nine months ended September 30, 2024 is a loss of $11.9 million on the disposition of a non-core business, partially offset by a gain of $7.5 million as a result of the sale of a non-integral equity method investment.

Previous wording

As of June 30, 2025 and December 31, 2024, MSAs accounted for 39% and 38% of our estimated 12-month backlog and 46% and 48% of our total backlog. Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and most of our contracts can be terminated on short notice even if we are not in default. We determine the estimated backlog for these MSAs using recurring historical trends, factoring in seasonal demand and projected customer needs based upon ongoing communications. In addition, many of our MSAs are subject to renewal, and these potential renewals are considered in determining estimated backlog. As a result, estimates for remaining performance obligations and backlog 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.

Current wording

As of September 30, 2025 and December 31, 2024, MSAs accounted for 38% and 38% of our estimated 12-month backlog and 43% and 48% of our total backlog. Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and most of our contracts can be terminated on short notice even if we are not in default. We determine the estimated backlog for these MSAs using recurring historical trends, factoring in seasonal demand and projected customer needs based upon ongoing communications. In addition, many of our MSAs are subject to renewal, and these potential renewals are considered in determining estimated backlog. As a result, estimates for remaining performance obligations and backlog 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.

Previous wording

The increases in both remaining performance obligations and backlog from December 31, 2024 to June 30, 2025 were partially due to the impact of acquisitions that occurred in the six months ended June 30, 2025 as well as new project awards with existing customers.

Current wording

The increases in both remaining performance obligations and backlog from December 31, 2024 to September 30, 2025 were partially due to the impact of acquisitions that occurred in the nine months ended September 30, 2025, as well as new project awards with existing customers.

Previous wording

During the six months ended June 30, 2025, we completed the acquisition of four businesses in which a portion of the consideration, net of cash acquired, consisted of $586.1 million in cash paid on the respective acquisition dates, funded with a combination of cash and cash equivalents and borrowings from our commercial paper program. For additional information regarding our recent acquisitions, refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Item 1.

Current wording

During the nine months ended September 30, 2025, we completed the acquisition of five businesses in which a portion of the consideration, net of cash acquired, consisted of $1.78 billion in cash paid on the respective acquisition dates, funded with a combination of cash and cash equivalents, borrowings under our debt financing arrangements and proceeds from the issuance of senior notes. For additional information regarding our recent acquisitions, refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous wording

During the six months ended June 30, 2025, there were no material changes outside the ordinary course of business in the specified contractual obligations or changes to our capital allocation priorities as set forth in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the 2024 Annual Report. We anticipate that our future cash flows from operating activities, cash and cash equivalents on hand, existing borrowing capacity under our senior credit facility and commercial paper program and ability to access capital markets for additional capital will provide sufficient funds to enable us to meet our cash requirements for the next twelve months and over the longer term.

Current wording

During the nine months ended September 30, 2025, there were no material changes outside the ordinary course of business in the specified contractual obligations or changes to our capital allocation priorities as set forth in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the 2024 Annual Report.

Previous wording

(2) Further information with respect to our cash and cash equivalents is set forth below and in Note 14 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report. This amount includes $305.4 million in jurisdictions outside of the U.S., principally in Australia. There are currently no legal or economic restrictions that would materially impede our ability to repatriate such cash.

Current wording

(1) Further information with respect to our cash and cash equivalents is set forth below and in Note 14 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report. This amount includes $287.4 million in jurisdictions outside of the U.S., principally in Australia. There are currently no legal or economic restrictions that would materially impede our ability to repatriate such cash.

Previous wording

Subsequent to June 30, 2025, we extended the maturity date for revolving loans under the credit agreement for our senior credit facility from July 31, 2029 to July 31, 2030.

Current wording

In July 2025, we extended the maturity date for revolving loans under the credit agreement for our senior credit facility from July 31, 2029 to July 31, 2030. In August 2025, we issued $1.50 billion aggregate principal amount of senior notes and received net proceeds of $1.48 billion, net of the original issue discount, underwriting discounts and deferred financing costs, and used the proceeds to repay certain borrowings that were utilized to acquire Dynamic Systems. For additional information regarding the issuance of the senior notes, see Note 8 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous wording

We are evaluating our longer-term debt financing options, and we may seek to access the capital markets from time to time to raise additional capital, increase liquidity as we deem necessary, refinance or extend the term of our existing indebtedness, fund acquisitions or otherwise fund our capital needs. While our financial strategy and consistent performance have allowed us to maintain investment grade ratings, our ability to access capital markets in the future depends on a number of factors, including our financial performance and financial position, our credit ratings, industry conditions, general economic conditions, our backlog, capital expenditure commitments, market conditions and market perceptions of us and our industry. In July 2025, Moody’s revised its outlook on our Baa3 investment grade ratings from stable to positive.

Current wording

We may seek to access the capital markets from time to time to raise additional capital, increase liquidity as we deem necessary, refinance or extend the term of our existing indebtedness, fund acquisitions or otherwise fund our capital needs. While our financial strategy and consistent performance have allowed us to maintain investment grade ratings, our ability to access capital markets in the future depends on a number of factors, including our financial performance and financial position, our credit ratings, industry conditions, general economic conditions, our backlog, capital expenditure commitments, market conditions and market perceptions of us and our industry. In July 2025, Moody’s revised its outlook on our Baa3 investment grade ratings from stable to positive.

Previous wording

Sources and Uses of Cash, Cash Equivalents and Restricted Cash During the Six Months Ended June 30, 2025 and 2024

Current wording

Sources and Uses of Cash, Cash Equivalents and Restricted Cash During the Nine Months Ended September 30, 2025 and 2024

Previous wording

Net cash provided by operating activities of $538.9 million and $629.3 million in the six months ended June 30, 2025 and 2024 primarily reflected earnings adjusted for non-cash items and cash provided and used by the main components of working capital: “Accounts and notes receivable,” “Contract assets,” “Prepaid expenses and other current assets,” “Accounts payable and accrued expenses,” and “Contract liabilities.”

Current wording

Net cash provided by operating activities of $1.10 billion and $1.37 billion in the nine months ended September 30, 2025 and 2024 primarily reflected earnings adjusted for non-cash items and cash provided and used by the main components of working capital: “Accounts and notes receivable,” “Contract assets,” “Prepaid expenses and other current assets,” “Accounts payable and accrued expenses,” and “Contract liabilities.”

Previous wording

Days sales outstanding (DSO) represents the average number of days it takes revenues to be converted into cash, which management believes is an important metric for assessing liquidity. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus contract assets, less contract liabilities, and divided by average revenues per day during the quarter. DSO as of June 30, 2025 was 62 days, which was lower than DSO of 68 days as of June 30, 2024 and lower than our five-year historical average DSO of 76 days. This decrease in DSO as compared to June 30, 2024 was partially due to favorable billing terms on certain large projects. Negatively impacting DSO and cash flow from operating activities for both the six months ended June 30, 2025 and 2024 were unapproved change orders and claims included in contract assets from the large renewable transmission project in Canada further described in Note 3 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report. Net cash provided by operating activities for the six months ended June 30, 2025 was negatively impacted by payment of approximately $109.1 million related to the deferral of 2024 quarterly federal income tax pursuant to federal disaster relief.

Current wording

Days sales outstanding (DSO) represents the average number of days it takes revenues to be converted into cash, which management believes is an important metric for assessing liquidity. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus contract assets, less contract liabilities, and divided by average revenues per day during the quarter. DSO as of September 30, 2025 was 66 days, which was slightly higher than DSO of 65 days as of September 30, 2024 and lower than our five-year historical average DSO of 75 days. Negatively impacting DSO and cash flow from operating activities for both the nine months ended September 30, 2025 and 2024 were unapproved change orders and claims included in contract assets from the large renewable transmission project in Canada further described in Note 3 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Previous wording

Net cash used in investing activities in the six months ended June 30, 2025 included $586.1 million related to acquisitions, $273.1 million of capital expenditures and $148.3 million of cash paid primarily for an integral equity method investment.

Current wording

Net cash used in investing activities in the nine months ended September 30, 2025 included $1.78 billion related to acquisitions, $415.6 million of capital expenditures and $149.2 million of cash paid primarily for an integral equity method investment. Partially offsetting these items were $39.4 million of proceeds from the sale of, and insurance settlements related to, property and equipment,

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