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What changed in Quanta Services's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Quanta Services's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+330 added−337 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Quanta Services's 2025 10-K

330 paragraphs added · 337 removed · 281 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

68 edited+15 added−21 removed93 unchanged
Biggest changeSubsequent to December 31, 2024, we acquired two businesses, one located in the United States that specializes in civil solutions, including site clearing, earthwork, soil stabilization and infrastructure development (which will be primarily included in the Underground and Infrastructure segment), and one located in Australia that specializes in electrical engineering and the design and manufacturing of industrial technology solutions including control systems (which will primarily be included in the Electric Power and Underground and Infrastructure segments).
Biggest changeDuring the year ended December 31, 2025, we also acquired seven additional businesses, including two businesses located in the United States that specialize in civil solutions, including site clearing, earthwork, soil stabilization and infrastructure development (which have been included in the Underground and Infrastructure segment), a business located in Australia that specializes in electrical engineering and the design and manufacturing of industrial technology solutions (which has been included in both the Electric and Underground and Infrastructure segments), a business located in the United States that specializes in utility construction and related support services (which has primarily been included in the Electric segment), a business located in the United States that specializes in the design, construction and repair of overhead and underground transmission and distribution infrastructure, civil construction services related to substations, as well as helicopter services for electric utility infrastructure (which has primarily been included in the Electric segment), a business located in the United States that specializes in electrical solutions including low voltage technology, testing, engineering, integration, renewable energy and electric prefabrication solutions (which has primarily been included in the Electric segment) and a business located in the United States that provides helicopter services (which has primarily been included in the Electric segment and was accounted for as an asset acquisition).
In response to these inherent hazards and as part of our commitment to the safety of our employees, customers and third parties, our corporate and operating company management personnel have established safety programs, policies and procedures and ongoing training requirements for our employees and have also developed and implemented critical safety equipment and innovations.
In response to these inherent hazards and as part of our commitment to the safety of our operating company employees, customers and third parties, our corporate and operating company management personnel have established safety programs, policies and procedures and ongoing training requirements for our employees and have also developed and implemented critical safety equipment and innovations.
Physical risks associated with changes in climate have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations.
Physical risks associated with changes in climate have also increased certain hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations.
We operate a fleet of owned and leased trucks and trailers, support vehicles and specialty construction equipment, as well as various proprietary technologies that enhance our service offerings. We have a large and diverse customer base, including many of the leading companies in the utility, renewable energy, technology, communications, industrial and energy delivery markets.
We operate a fleet of owned and leased trucks and trailers, support vehicles and specialty construction equipment, as well as various proprietary technologies that enhance our service offerings. We have a large and diverse customer base, including many of the leading companies in the utility, renewable energy, hyperscaler, technology, communications, industrial and energy delivery markets.
In particular, we believe there are opportunities to provide fiber and other services in and around data centers, and to interconnect data centers. Communications providers are utilizing fifth generation wireless (5G) infrastructure to support fixed wireless access, which is driving additional 5 fiber capacity requirements for consumer and commercial applications.
In particular, we believe there are opportunities to provide fiber and other services in and around data centers, and to interconnect data centers. Communications providers are utilizing fifth generation wireless (5G) infrastructure to support fixed wireless access, which is driving additional fiber capacity requirements for consumer and commercial applications.
During the year ended December 31, 2023, we acquired five businesses located in the United States, including: a business that provides services related to high-voltage transmission lines, overhead and underground distribution, emergency restoration and industrial and commercial wiring and lighting (primarily included in the Electric Power segment); a business that procures parts, assembles kits for sale, manages logistics and installs solar tracking equipment for utility and development customers (primarily included in the Renewable Energy segment); a business that provides concrete construction services (primarily included in the Electric Power and Renewable Energy segments); a business specializing in power studies, maintenance testing and commissioning primarily for utility and commercial customers (included in the Electric Power segment) and a business that manufactures power transformers for the electric utility, renewable energy, municipal power and industrial markets (included in the Electric Power and Renewable Energy segments).
During the year ended December 31, 2023, we acquired five businesses located in the United States that are primarily included in the Electric segment including: a business that provides services related to high-voltage transmission lines, overhead and underground distribution, emergency restoration and industrial and commercial wiring and lighting; a business that procures parts, assembles kits for sale, manages logistics and installs solar tracking equipment for utility and development customers; a business that provides concrete construction services; a business specializing in power studies, maintenance testing and commissioning primarily for utility and commercial customers and a business that manufactures power transformers for the electric utility, renewable energy, municipal power and industrial markets.
Additionally, our ability to efficiently allocate equipment, including our vehicle fleet, across our operating companies may impact our ability to perform services and the profitability of our operations. As such, we have invested, and continue to invest, significant resources and management attention to the utilization of our equipment.
Additionally, our ability to efficiently allocate equipment, including our vehicle fleet and helicopters, across our operating companies may impact our ability to perform services and the profitability of our operations. As such, we have invested, and continue to invest, significant resources and management attention to the utilization of our equipment.
While the overall impact on our operations continues to 13 evolve, various aspects of climate change, as well as market and societal concerns about the future impact of climate change, have resulted and are expected to continue to result in operational opportunities and challenges.
While the overall impact on our operations continues to evolve, various aspects of climate change, as well as market and societal concerns about the future impact of climate change, have resulted and are expected to continue to result in operational opportunities and challenges.
During the year ended December 31, 2024, we also acquired seven additional businesses located in the United States, including: a business that provides specialty environmental solutions to utility, industrial and petrochemical companies (primarily included in the Underground and Infrastructure segment); a business that specializes in testing, manufacturing and distributing safety equipment and supplies (primarily included in the Electric Power and Renewable Energy segments); a business that specializes in electrical infrastructure services for substations, data centers and governmental entities (primarily included in the Electric Power segment); a business that manufactures transmission and distribution equipment for the electric utility industry (primarily included in the Electric Power and Renewable Energy segments); a business that provides services and equipment 7 related to aerial telecommunications infrastructure and networks (primarily included in the Electric Power segment); a business that provides services related to fiber optic networks (primarily included in the Electric Power segment); and a business that specializes in designing, manufacturing, and distributing liquid-filled power transformers primarily for electrical companies and utilities (primarily included in the Electric Power and Renewable Energy segments).
During the year ended December 31, 2024, we also acquired seven additional businesses located in the United States, including: a business that provides specialty environmental solutions to utility, industrial and petrochemical companies (primarily included in the Underground and Infrastructure segment); a business that specializes in testing, manufacturing and distributing safety equipment and supplies (primarily included in the Electric segment); a business that specializes in electrical infrastructure services for substations, data centers and governmental entities (primarily included in the Electric segment); a business that manufactures transmission and distribution equipment for the 7 electric utility industry (primarily included in the Electric segment); a business that provides services and equipment related to aerial telecommunications infrastructure and networks (primarily included in the Electric segment); a business that provides services related to fiber optic networks (primarily included in the Electric segment); and a business that specializes in designing, manufacturing, and distributing liquid-filled power transformers primarily for electrical companies and utilities (primarily included in the Electric segment).
As a supplement to our high-deductible primary insurance and captive programs, we maintain insurance with excess insurance carriers for potential losses that exceed the amount of our deductible and captive insurance obligations. We renew our insurance policies on an annual basis, and therefore deductibles, captive reinsurance amounts, and levels of insurance coverage may change in future periods.
As a supplement to our high-deductible primary insurance and captive programs, we maintain insurance with excess insurance carriers for potential losses that exceed the amount of our deductible and captive insurance obligations. We 14 renew our insurance policies on an annual basis, and therefore deductibles, captive insurance and/or reinsurance amounts, and levels of insurance coverage may change in future periods.
Year Ended December 31, 2024 2023 2022 Utility and Power 74 % 75 % 75 % Energy and Other 17 19 19 Technology, Manufacturing and Communications 9 6 6 Total revenues 100 % 100 % 100 % The customer types set forth in the table above are described in further detail as follows: • Utility and Power - Customers that are electric and gas utility companies, as well as power developers; • Energy and Other - Customers that own refineries or petrochemical plants and customers that own and/or operate pipelines for the delivery of hydrocarbons, and other non-utility and power customers and non-technology, manufacturing and communications customers to which we provide solutions; and • Technology, Manufacturing and Communications - Customers that own and/or operate assets supporting delivery of data, communications and digital services (such as hyperscaler, data center colocation) and customers who own or operate commercial or industrial manufacturing facilities, as well as telecommunication customers.
Year Ended December 31, 2025 2024 2023 Utility and Power 70 % 74 % 75 % Energy and Other 17 17 19 Technology, Manufacturing and Communications 13 9 6 Total revenues 100 % 100 % 100 % The customer types set forth in the table above are described in further detail as follows: • Utility and Power - Customers that are electric and gas utility companies, as well as power developers; • Energy and Other - Customers that own refineries or petrochemical plants and customers that own and/or operate pipelines for the delivery of hydrocarbons, and other non-utility and power customers and non-technology, manufacturing and communications customers to which we provide solutions; and • Technology, Manufacturing and Communications - Customers that own and/or operate assets supporting delivery of data, communications and digital services (such as hyperscaler, data center colocation) and customers who own or operate commercial or industrial manufacturing facilities, as well as telecommunication customers.
We believe continuing to develop these capabilities can help alleviate certain of our customers’ supply chain constraints and improve and control project timelines, as well as potentially reduce exposure to changes in global trade relationships around such components.
We believe continuing to develop these capabilities and make these investments can help alleviate certain of our customers’ supply chain constraints and improve and control project timelines, as well as potentially reduce exposure to changes in global trade relationships around such components.
We believe our industry-leading training and safety programs are a strength and competitive differentiator with not only our current and potential employees, but with our customers, which have high safety standards and are increasing the amount of their outsourced infrastructure services.
We believe our industry-leading training and safety programs are a strength and competitive differentiator with not only our current and potential operating company employees, but with our customers, which have high safety standards and are increasing the amount of their outsourced infrastructure services.
While these new rules are currently subject to litigation and the timing of implementation and finalization of such rules is uncertain, we are continuing to assess these rules and regulations and at this time we cannot predict the costs of implementation or any potential adverse impacts resulting from the rules.
While certain of these rules are currently subject to litigation and the timing of implementation and finalization of such rules is uncertain, we are continuing to assess these rules and regulations and at this time we cannot predict the costs of implementation or any potential adverse impacts resulting from the rules.
Training with respect to Quanta’s Code of Conduct and other policies and procedures is conducted as part of our comprehensive ethics and compliance training program. Climate Change-Related Impacts Our management considers climate-related risks and opportunities in connection with its long-term strategic planning and enterprise risk management process, which are overseen by our Board.
Training with respect to Quanta’s Code of Conduct and other policies and procedures is conducted as part of our comprehensive ethics and compliance training program. Climate Change-Related Impacts Our management considers climate-related risks and opportunities as part of its overall long-term strategic planning and enterprise risk management process, which are overseen by our Board.
These opportunities and challenges arise from the physical risks associated with changes in climate, as well as technological advances, market developments and additional regulatory and compliance costs.
These opportunities and 13 challenges can arise from the physical risks associated with changes in climate, as well as technological advances, market developments and additional regulatory and compliance costs.
Business Environment With respect to these services, we are focused on specialty services and industries that we believe are driven by regulated utility spending; regulation, replacement and rehabilitation of aging infrastructure; and safety and environmental initiatives, including gas utility services, pipeline integrity and transmission services and downstream industrial services.
Business Environment With respect to gas utility services, pipeline integrity and transmission services and downstream industrial services, we believe these are specialty services and industries that are driven by regulated utility spending; regulation, replacement and rehabilitation of aging infrastructure; and safety and environmental initiatives.
Conversely, we believe that there are also several existing, pending or proposed legislative or regulatory actions that may alleviate certain regulatory and permitting issues and positively impact long-term demand, particularly in connection with electric power infrastructure and renewable energy spending.
Conversely, we believe that there are also several existing, pending or proposed legislative or regulatory actions that may alleviate certain regulatory and permitting issues and positively impact long-term demand, particularly in connection with electric power infrastructure and power generation spending.
We believe this strategic decision provides a greater level of business sustainability and predictability and helps to offset the cyclicality of larger pipeline projects described below.
We believe this provides a greater level of business sustainability and predictability and helps to offset the cyclicality of larger pipeline projects described below.
Project Materials We and our customers depend on the availability of certain materials for construction, upgrade and repair and maintenance of their infrastructure, including, among other things, steel, copper, aluminum, and components for electrical projects (e.g., power transformers, circuit breakers, wire) and renewable energy projects (e.g., solar panels, wind turbine blades).
Project Materials We and our customers depend on the availability of certain materials for construction, upgrade, repair and maintenance of their infrastructure, including, among other things, steel, copper, aluminum, and components for electrical projects (e.g., power transformers, circuit breakers, wire) and power generation projects (e.g., solar panels, wind turbine blades, batteries).
The captive insurance company reimburses all claims up to the amount of the applicable deductible of our third-party insurance programs, as well as certain additional exposure related to the general and auto liability programs, which together, in certain circumstances, can be up to $50.0 million per occurrence.
The captive insurance company reimburses all claims up to the amount of the applicable deductible of any third-party insurance programs, as well as certain additional exposure related to the general and auto liability programs, which together, in certain circumstances, can be up to $70.0 million per occurrence.
While our customers are typically responsible for supplying most or all of the materials required for the services we perform on their projects, pursuant to certain of our contracts, including contacts for our comprehensive engineering, procurement and construction (EPC) services, we are required to procure all or part of the materials needed for a project.
While our customers are typically responsible for supplying most or all of the materials required for the services we perform on their projects, pursuant to certain of our contracts, including contacts for our comprehensive EPC services, we are required to procure all or part of the materials needed for a project.
Additionally, approximately 32% of our employees as of December 31, 2024 were covered by collective bargaining agreements, which require the payment of specified wages, the observance of certain workplace rules and the payment of certain amounts to multiemployer pension plans and employee benefit trusts.
Additionally, approximately 36% of our employees as of December 31, 2025 were covered by collective bargaining agreements, which require the payment of specified wages, the observance of certain workplace rules and the payment of certain amounts to multiemployer pension plans and employee benefit trusts.
For example, our operating companies performing more sophisticated and technical jobs utilize, when applicable, training programs provided by the International Brotherhood of Electrical Workers/National Electrical Contractors Associations (IBEW/NECA) Apprenticeship Program, training programs sponsored by the four trade unions administered by the Pipe Line Contractors Association (PLCA), apprenticeship training programs sponsored by the Canadian Union of Skilled Workers (CUSW) or our equivalent programs.
As an example of our strategic relationships with unions, our operating companies performing more sophisticated and technical jobs utilize, when applicable, training programs provided by the International Brotherhood of Electrical Workers/National Electrical Contractors Associations (IBEW/NECA) Apprenticeship Program, training programs sponsored by the four trade unions administered by the Pipe Line Contractors Association (PLCA), apprenticeship training programs sponsored by the Canadian Union of Skilled Workers (CUSW) or our equivalent programs.
We also continue to invest in our education and training capabilities at the Quanta Advanced Training Center and other dedicated training facilities, which provide programs for, among other things, beginning linemen, energized electric power services, telecommunications services, 12 industrial services, lead and cable splicing, directional drilling, gas distribution services and pipeline integrity training.
We also continue to invest in our education and training capabilities at the Quanta Advanced Training Center and other dedicated training facilities, which provide programs for, among other things, beginning linemen, energized electric power services, telecommunications services, renewable (solar) construction, industrial services, wireman introduction, lead and cable splicing, directional drilling, gas distribution services and pipeline integrity training.
This segment also includes (i) the majority of the financial results of our advanced training facility and our postsecondary educational institution, which specializes in pre-apprenticeship training, apprenticeship training and specialized utility task training for electric workers, as well as training for the gas distribution and communications industries; (ii) our portion of earnings of our unconsolidated integral affiliates, which includes, among others, our 50% equity interest in LUMA Energy, LLC (LUMA), a joint venture that was selected to operate, maintain, and modernize the approximately 18,000-mile electric transmission and distribution system in Puerto Rico; and (iii) financial results associated with our power transformer and circuit breaker manufacturing operations.
This segment also includes (i) the majority of the financial results of our advanced training facility and our postsecondary educational institution, which specializes in pre-apprenticeship training, apprenticeship training and specialized utility task training for electric workers, as well as training for the gas distribution and communications industries; (ii) our portion of earnings of our unconsolidated integral affiliates, which includes, among others, our 50% equity interest in LUMA Energy, LLC (LUMA), a joint venture that was selected to operate, maintain, and modernize the approximately 18,000-mile electric transmission and distribution system in Puerto Rico; as well as our investment in a company that specializes in harvesting, treating and manufacturing wood utility poles and laminated wood products for utility and telecommunication companies; and (iii) financial results associated with our power transformer, circuit breaker and other manufacturing operations.
For example, we have developed and administer a succession program with respect to our executive officers and senior operating company personnel, which is reviewed and/or overseen by our Board of Directors (Board).
For example, we have developed and administer a succession program with respect to our executive officers and other senior leadership personnel, which is reviewed and/or overseen by our Board of Directors (Board).
As of December 31, 2024, we had approximately 53,400 U.S. employees and approximately 5,000 non-U.S. employees, with the majority of our non-U.S. employees based in Canada. Employee Health and Safety Performance of our services requires the use of heavy equipment and exposure to inherently hazardous conditions.
As of December 31, 2025, we had approximately 64,400 U.S. employees and approximately 5,100 non-U.S. employees, with the majority of our non-U.S. employees based in Canada. Employee Health and Safety Performance of our services requires the use of heavy equipment and exposure to inherently hazardous conditions.
To accommodate this growth, we expect continued demand for new or expanded transmission, substation and distribution infrastructure to reliably transport power to meet demand driven by electrification, data centers and manufacturing reshoring, and the modification and reengineering of existing infrastructure with increasing penetration of renewable generation and battery storage.
To accommodate this growth, we expect continued demand for new or expanded transmission, substation and distribution infrastructure to reliably transport power to meet demand driven by electrification, data centers and manufacturing reshoring, as well as the modification and reengineering of existing infrastructure with increasing penetration of renewable generation and battery storage and the increased investment in new gas-powered generation.
ITEM 1. Business OVERVIEW Quanta Services, Inc. (together with its subsidiaries, “Quanta,” “we,” “us” or “our”) is a leading provider of comprehensive infrastructure solutions for the electric and gas utility, renewable energy, technology, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.
ITEM 1. Business OVERVIEW Quanta Services, Inc. (together with its subsidiaries, “Quanta,” “we,” “us” or “our”) is a leading provider of comprehensive infrastructure solutions for the electric and gas utility, power generation, large load center, manufacturing, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.
Additionally, the significant increase in demand for electric power is resulting in an increase in planning for new natural gas generation facilities and a delay in the retirement of existing facilities, which could increase the demand for natural gas and require additional pipeline and related infrastructure construction, as well as pipeline integrity services.
Additionally, the significant increase in demand for electric power is resulting in an increase in planning for new natural gas generation facilities, as well as delays in the retirement of existing facilities, which could in turn increase the demand for additional pipeline, related infrastructure and integrity services.
Revenues associated with large pipeline projects decreased in 2024, as compared to 2022 and 2023, and we anticipate that revenues associated with these projects will continue to fluctuate. Despite these fluctuations and cyclicality, we continue to selectively pursue larger pipeline project opportunities to the extent they satisfy our margin and risk profiles.
Revenues associated with large pipeline projects have decreased in recent years, as compared to prior years, and we anticipate that revenues associated with these projects will continue to fluctuate. Despite these fluctuations and cyclicality, we continue to selectively pursue larger pipeline project opportunities to the extent they satisfy our margin and risk profiles.
Services performed generally include: • design, procurement, new construction, upgrade and repair and maintenance services for electric power transmission and distribution infrastructure, both overhead and underground, and substation facilities, along with other 4 engineering and technical services, including services that support the implementation of upgrades by utilities to modernize and harden the electric power grid in order to ensure its safety and enhance reliability and to accommodate increased residential and commercial use of electric vehicles (EVs); • emergency restoration services, including the repair of infrastructure damaged by fires and inclement weather; • energized installation, maintenance and upgrade of electric power infrastructure utilizing our bare hand and hot stick methods and our robotic arm techniques; • installation of “smart grid” technologies on electric power networks; • design and installation of electrical systems for data center, commercial and industrial facilities; • design and construction services to wireline and wireless communications companies, cable multi-system operators and other customers within the communications industry (including services in connection with 5G wireless deployment); • design, installation, maintenance and repair services related to commercial and industrial wiring; and • aviation services primarily for the utility industry, including transportation of line workers, pole and tower setting, and wire stringing, as well as certain emergency aerial firefighting services.
Services performed generally include: • design, procurement, new construction, upgrade and repair and maintenance services for electric power transmission and distribution infrastructure, both overhead and underground, and substation facilities, along with other engineering and technical services, including services that support the implementation of upgrades by utilities to modernize and harden the electric power grid in order to ensure its safety and enhance reliability, to interconnect and transmit electricity from power generation and battery storage facilities and to accommodate increased residential and commercial use of electric vehicles; • engineering, procurement, new construction (EPC), repowering and repair and maintenance services for renewable generation facilities, such as utility-scale wind, solar and hydropower generation facilities and battery storage facilities; • emergency restoration services, including the repair of infrastructure damaged by fires and inclement weather; • energized installation, maintenance and upgrade of electric power infrastructure utilizing our bare hand and hot stick methods and our robotic arm techniques; • installation of “smart grid” technologies on electric power networks; • design and installation of electrical systems for large load centers, such as data center, advanced manufacturing and industrial facilities; • design and construction services to wireline and wireless communications companies, cable multi-system operators, technology companies and other customers within the communications industry; • design, installation, maintenance and repair services related to commercial and industrial wiring; and • aviation services primarily for the utility industry, including transportation of line workers, pole and tower setting, and wire stringing, as well as certain emergency aerial firefighting services.
Employee Profile As of December 31, 2024, we had approximately 58,400 employees, consisting of approximately 11,500 salaried employees, including, among others, executive officers, professional and administrative staff, project managers and engineers, job superintendents and field personnel, and approximately 46,900 hourly employees, the number of which fluctuates depending upon the number and size of the projects that are ongoing and planned at any particular time.
Employee Profile As of December 31, 2025, we had approximately 69,500 employees, consisting of approximately 13,800 salaried employees, including, among others, executive officers, professional and administrative staff, project managers and engineers, job superintendents and field personnel, and approximately 55,700 hourly employees, the number of which fluctuates depending upon the number and size of the projects that are ongoing and planned at any particular time.
With respect to our communications service offerings, which are focused on the North American market, consumer and commercial demand for communication and data-intensive, high-bandwidth wireline and wireless services and applications are driving significant investment in infrastructure and the deployment of new technologies.
These overall market dynamics support demand for our capabilities and our solutions-based approach for our high-quality customers. With respect to our communications service offerings, which are focused on the North American market, consumer and commercial demand for communication and data-intensive, high-bandwidth wireline and wireless services and applications are driving significant investment in infrastructure and the deployment of new technologies.
Furthermore, these climate conditions have also resulted in increased costs for wildfire-related third-party insurance and reduced the amount of insurance carriers are willing to make available to us under such policies. Climate change has also caused, and is expected to continue to cause, changes in the markets in which we operate.
Furthermore, these climate conditions have also resulted in increased costs for wildfire-related third-party insurance and reduced the amount of insurance carriers are willing to make available to us under such policies. Changes in climate have in the past, and may in the future, impact the markets in which we operate.
Services performed generally include: • design, engineering, procurement, new construction, upgrade and repair and maintenance services for natural gas systems for gas utility customers; • pipeline protection, integrity testing, rehabilitation and replacement services; 6 • catalyst replacement services, high-pressure and critical-path turnaround services, instrumentation and electrical services, piping, fabrication and storage tank services for the midstream and downstream industrial energy markets, as well as specialty cleaning and environmental solutions for the industrial energy and petrochemical markets; • engineering and construction services for pipeline systems, storage systems and compressor and pump stations and the fabrication of pipeline support systems and related structures and facilities; • trenching, directional boring and mechanized welding services related to the services described above; and • engineering, construction and maintenance services for energy transition and carbon-reduction related projects, such as alternative fuel facilities, carbon capture systems and hydrogen facilities.
Services performed generally include: • design, engineering, procurement, new construction, upgrade and repair and maintenance services for natural gas systems for gas utility customers; • pipeline protection, integrity testing, rehabilitation and replacement services; • catalyst replacement services, high-pressure and critical-path turnaround services, instrumentation and electrical services, piping, fabrication and storage tank services for the midstream and downstream industrial energy markets, as well as specialty cleaning and environmental solutions for the industrial energy and petrochemical markets; • engineering and construction services for pipeline systems, storage systems and compressor and pump stations and the fabrication of pipeline support systems and related structures and facilities; • trenching, directional boring and mechanized welding services related to the services described above; • civil solutions, including site clearing, earthwork, soil stabilization and infrastructure development; • turnkey mechanical, plumbing and process infrastructure solutions for large load centers in the technology, semiconductor, healthcare and other industries; and • engineering, construction and maintenance services for energy transition and carbon-reduction related projects, such as alternative fuel facilities, carbon capture systems and hydrogen facilities.
For the year ended December 31, 2024, our largest customer accounted for 6% of our consolidated revenues and our ten largest customers accounted for 31% of our consolidated revenues.
For the year ended December 31, 2025, our largest customer accounted for 8% of our consolidated revenues and our ten largest customers accounted for 30% of our consolidated revenues.
We operate primarily in the United States; however, we derived approximately 8.7%, 14.2% and 15.7% of our revenues from foreign operations, primarily in Canada and Australia, during the years ended December 31, 2024, 2023 and 2022. Electric Power Services Our Electric Power segment provides comprehensive services primarily for the electric power and also for the communications markets.
We operate primarily in the United States; however, we derived approximately 7.0%, 8.7% and 14.2% of our revenues from foreign operations, primarily in Canada and Australia, during the years ended December 31, 2025, 2024 and 2023. 4 Electric Services Our Electric segment provides comprehensive services primarily for the electric power grid, power generation and large load center markets.
Changes in climate have caused, and are expected to continue to cause, among other things, increasing temperatures, rising sea levels and changes to meteorological and hydrological patterns, as well as impacts to the frequency and intensity of wildfires, hurricanes, floods, droughts, winter storms and other storms and severe weather-related events and natural disasters.
Changes in climate have caused, and are expected to continue to cause, among other things, changes to meteorological and hydrological patterns that in turn have impacted the frequency and intensity of wildfires, hurricanes, floods, droughts, winter storms and other storms and severe weather-related events and natural disasters.
A greater amount of rainfall, snow, ice or other less accommodating weather conditions, as well as an increase in severe weather events and natural disasters, reduces our productivity and causes delays and cancellations of our ongoing projects. For example, hurricanes and tropical storms in the U.S.
A greater amount of rainfall, snow, ice or other less accommodating weather conditions, including extreme heat, as well as an increase in severe weather events and natural disasters, reduces our productivity and causes delays and cancellations of our ongoing projects.
We have estimated revenues by customer type as a percentage of total revenues below. Such estimates 8 are based on management judgment and assumptions and are provided to show perceived trends in our customer types and should be considered directional in nature.
Our customers include utility, power developer, technology, communications, and energy delivery companies, as well as governmental entities. We have estimated revenues by customer type as a percentage of total revenues below. Such estimates 8 are based on management judgment and assumptions and are provided to show perceived trends in our customer types and should be considered directional in nature.
We provide engineering, procurement, construction, upgrade and repair and maintenance services for infrastructure within each of these industries, including electric power transmission and distribution networks; substation facilities; wind and solar generation and transmission and battery storage facilities; electrical systems for data center, commercial and industrial facilities; communications and cable multi-system operator networks; gas utility systems; pipeline transmission systems and facilities; and downstream industrial facilities.
We provide design, engineering, procurement, construction, upgrade and repair and maintenance services for infrastructure within each of these industries, including electric power transmission and distribution networks; substation facilities; wind, solar and gas power generation and transmission and battery storage facilities; low voltage electrical, mechanical, plumbing and process infrastructure for large load centers, such as data center, advanced manufacturing, healthcare, pharmaceutical and industrial facilities; communications and cable multi-system operator networks; gas utility systems; pipeline transmission systems and facilities; and downstream industrial facilities.
Natural gas utilities have implemented multi-decade modernization programs to replace aging cast iron, bare steel and plastic system infrastructure with modern materials for safety, reliability and environmental purposes, and regulatory measures have increased the frequency and stringency of pipeline integrity testing requirements that require our customers to test, inspect, repair, maintain and replace pipeline infrastructure to ensure that it operates in a safe, reliable and environmentally conscious manner.
Natural gas utilities have implemented multi-decade modernization programs to replace aging cast iron, bare steel and plastic system infrastructure with modern materials for safety, reliability and environmental purposes, and regulatory measures have increased the frequency and stringency of pipeline integrity testing requirements that require our customers to test, inspect, repair, maintain and replace pipeline infrastructure to ensure that it operates in a safe, reliable and environmentally conscious manner. 6 Further, permitting challenges associated with construction of new pipelines can make existing pipeline infrastructure more valuable, motivating owners to extend the useful life of existing pipeline assets through integrity initiatives.
In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors, which could further impact our customers and demand for our services. 14 For additional information regarding the risks and opportunities described above, see Risks Related to Operating Our Business in Item 1A.
In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors, which could further impact our customers and demand for our services.
In order to reliably and efficiently deliver power and in preparation for emerging technologies, such as EVs, utilities are also integrating smart grid technologies into distribution systems to improve grid management and create efficiencies. A number of utilities also continue to implement system upgrades and hardening programs in response to recurring severe weather events.
Furthermore, in order to reliably and efficiently deliver power and in preparation for emerging technologies, utility customers are also integrating smart grid technologies into distribution systems to improve grid management and create efficiencies, and a number of utility customers continue to implement system upgrades and hardening programs in response to recurring severe weather events, including, among other things, initiatives to underground critical infrastructure.
The timing and impact of these events is difficult to predict and can vary from period to period, and our emergency restoration services attributable to these events have fluctuated significantly in the last several years.
The timing and impact of these events is difficult to predict and can vary from period to period, and our emergency restoration services attributable to these events can fluctuate significantly in any given year.
The in-house service organizations of our existing or prospective customers employ personnel who perform some of the same types of services we provide. Although these companies currently outsource a significant portion of these services, there can be no assurance that they will continue to do so in the future or that they will not acquire additional in-house capabilities.
Although these companies currently outsource a significant portion of these services, there can be no assurance that they will continue to do so in the future or that they will not acquire additional in-house capabilities.
GENERAL Recent Acquisitions On July 17, 2024, Quanta completed the acquisition of Cupertino Electric, Inc. (CEI), which provides electrical infrastructure solutions, including engineering, procurement, project management, construction and modularization services, to the technology, renewable energy and infrastructure and commercial industries.
On July 17, 2024, we completed the acquisition of Cupertino Electric, Inc. (CEI), which provides electrical infrastructure solutions, including engineering, procurement, project management, construction and modularization services, to the technology, renewable energy and infrastructure and commercial industries. CEI is located in the United States, and its results have been included in the Electric segment.
As of December 31, 2024, the total size of the fleet was approximately 77,000 units.
As of December 31, 2025, the total size of our owned and leased fleet was approximately 80,000 units.
For example, regulatory changes affecting siting and right-of-way processes could potentially accelerate construction for transmission projects, and state and federal reliability standards are creating incentives for both electrical and pipeline system investment and maintenance.
For example, regulatory changes affecting siting and right-of-way processes could potentially accelerate construction for transmission projects, and state and federal reliability standards are creating incentives for both electrical and pipeline system investment and maintenance. 11 Human Capital Resources We believe our employees are our most important resources, and we focus significant attention and resources on attracting, developing and retaining talented and experienced individuals.
We believe executing on these strategies places us in the position to capitalize on opportunities and trends in the industries we serve and expand our operations to select new markets. SEGMENTS We report our results under three reportable segments: Electric Power Infrastructure Solutions (Electric Power), Renewable Energy Infrastructure Solutions (Renewable Energy) and Underground Utility and Infrastructure Solutions (Underground and Infrastructure).
We believe executing on these strategies places us in the position to be a solutions provider to our customers and capitalize on opportunities and trends in the industries we serve and expand our operations to select new markets.
As we continue to expand our EPC services, customers are increasingly requesting that we be responsible for procuring materials, and this trend is expected to continue to increase. Additionally, we have invested in domestic manufacturing capabilities for certain critical transmission and power generation components, including high- and low-voltage power transformers.
As we continue to expand our EPC services, customers are increasingly requesting that we be responsible for procuring materials, and this trend is expected to continue to increase.
These dynamics necessitate the development and construction of related infrastructure, including high-voltage electric transmission and substation infrastructure, that is necessary to interconnect and transmit electricity from new renewable energy generation facilities into the existing electric power grid. Additionally, we believe various legislative and policy objectives throughout North America support these industry and market trends.
The development of power generation infrastructure can often necessitate the development and construction of related infrastructure, including high-voltage electric transmission and substation infrastructure, that is necessary to enhance grid resiliency and interconnect and transmit electricity from new generation facilities into the existing electric power grid.
Additionally, the SEC and the State of California have adopted new rules relating to the disclosure of a range of climate-related risks.
Additionally, we may be subject to new rules relating to the disclosure of a range of climate-related risks.
Representative customers include: l American Electric Power Company, Inc. l Lower Colorado River Authority l Avangrid, Inc. l National Grid plc l Berkshire Hathaway, Inc. l NextEra Energy, Inc. l CenterPoint Energy, Inc. l Pattern Energy l Clearway Renew LLC l PG&E Corporation l Comcast Corporation l Puget Sound Energy, Inc. l Duke Energy Corporation l RWE AG l EDF Renewables l Santos Limited l Engie IR Holdings LLC l Sempra Energy l Entergy Corporation l The Southern Company l Enterprise Products Partners L.P. l TC Energy Corporation l Exelon Corporation l Vesper Energy Development LLC l FirstEnergy Corp. l Xcel Energy Inc. l Invenergy LLC Our customers include utilities, power developer, technology, communications, and energy delivery companies, as well as governmental entities.
Representative customers include: l American Electric Power Company, Inc. l National Grid plc l CenterPoint Energy, Inc. l NextEra Energy, Inc. l Comcast Corporation l NiSource, Inc. l Duke Energy Corporation l Pattern Energy l Engie IR Holdings LLC l PG&E Corporation l Entergy Corporation l Puget Sound Energy, Inc. l Exelon Corporation l RWE AG l FirstEnergy Corp. l Santos Limited l Hydro One Incorporated l Sempra Energy l Iberdrola Group l The Southern Company l Idaho Power Company l The Williams Companies, Inc. l Invenergy LLC l Turner Construction Company l Lower Colorado River Authority l Xcel Energy Inc.
Additionally, legislative and regulatory initiatives, including the Broadband Equity Access and Deployment (BEAD) Program and the Infrastructure Investment and Jobs Act (IIJA), have dedicated billions of dollars of funding to support broadband service to underserved markets. Renewable Energy Services Our Renewable Energy segment provides comprehensive infrastructure solutions to customers that are involved in the renewable energy industry.
Additionally, legislative and regulatory initiatives, including the Broadband Equity Access and Deployment (BEAD) Program, have dedicated billions of dollars of funding to support broadband service to underserved markets.
Material Resources Equipment We depend on the availability of a wide range of equipment to perform our services and operate a fleet of owned and leased trucks and trailers, as well as support vehicles and specialty construction and support equipment, such as bucket trucks, digger derricks, sidebooms, dozers, backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms and helicopters.
We operate a fleet of owned and leased trucks and trailers, as well as support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, sidebooms, dozers, backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms, wire pullers and tensioners. We also own a large fleet of aircraft, primarily helicopters, that are utilized in connection with our solution offerings.
Given this significant demand and resulting impact on the electric power grid, we believe we are well positioned to provide turnkey infrastructure solutions, such as critical path low-voltage electrical infrastructure solutions inside data centers, including advanced manufactured, modular solutions, as well as the high-voltage substation, transformers and transmission interconnection infrastructure connecting the facility to the power grid.
In particular, we believe Quanta is well positioned to provide turnkey infrastructure solutions for these facilities, such as critical-path low-voltage electrical infrastructure solutions inside data centers (e.g., advanced manufactured and modular solutions); high-voltage substation, transformer and transmission interconnection infrastructure to connect the facilities to the power grid; and generation infrastructure necessary to power the facilities.
Management ’ s Discussion and Analysis of Financial Condition in Part II of this Annual Report.
Management ’ s Discussion and Analysis of Financial Condition in Part II of this Annual Report. Material Resources Equipment We depend on the availability of a wide range of equipment to perform our services.
Risk Factors in Part I of this Annual Report. Risk Management and Insurance We are insured for, among other things, employer’s liability, workers’ compensation, auto liability, aviation and general liability claims. We manage and maintain a portion of our risk through retentions and/or high deductibles and indirectly through our wholly-owned captive insurance company.
For additional information regarding the risks and opportunities described above, see Risks Related to Operating Our Business in Item 1A. Risk Factors in Part I of this Annual Report. Risk Management and Insurance We are insured for, among other things, employer’s liability, workers’ compensation, auto liability, aviation and general liability claims.
To the extent these legislative and policy objectives continue to be supported, we expect they will create incremental demand for our renewable energy solutions. Underground and Infrastructure Services Our Underground and Infrastructure segment provides comprehensive infrastructure solutions to customers involved in the transportation, distribution, storage, development and processing of natural gas, oil and other products.
Underground and Infrastructure Services Our Underground and Infrastructure segment provides comprehensive infrastructure solutions to customers involved in the transportation, distribution, storage, development and processing of natural gas, oil and other products, as well as customers that own and operate large load centers.
As a result, we will begin reporting the results of our two operating segments, which will also be our two reportable segments: (1) Electric Infrastructure Solutions and (2) Underground Utility and Infrastructure Solutions. The Electric Infrastructure Solutions segment will consist of the historical Electric Power and Renewable Energy segments.
As a result, beginning with the three months ended March 31, 2025, Quanta began reporting the results of its two operating segments, which are also its two reportable segments: (1) Electric Infrastructure Solutions (Electric) and (2) Underground Utility and Infrastructure Solutions (Underground and Infrastructure).
Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management. Beginning in the three months ending March 31, 2025, our Chief Executive Officer reevaluated how he assesses performance and allocates resources, which resulted in a change in the reporting of management’s internal financial information.
SEGMENTS During the three months ended March 31, 2025, Quanta’s 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.
CEI is located in the United States, and its results have been included in the Electric Power and Renewable Energy segments since the acquisition date.
Dynamic Systems is located in the United States, and its results have been included primarily in the Underground and Infrastructure segment.
Additionally, the technology industry is investing significant capital in the build out of data centers in order to expand cloud-based services and develop artificial intelligence (AI) training and inference. As mentioned above, these facilities consume significant electricity and are a meaningful driver of increasing load demand throughout our service geographies.
In addition, the investment of capital into the build out of data centers by technology customers in order to, among other things, expand cloud-based services and develop artificial intelligence (AI) training and inference, increases demand for our solutions offerings.
When coupled with consumer preferences for clean energy, demand for renewable generation and related infrastructure has increased and is expected to result in sizeable, long-term investments, including meaningful repowering and modernization of existing assets. To that end, renewable energy developers are expected to continue to make significant investments in wind and solar projects, as well as energy storage projects.
Due to increased adoption and technological 5 advancements and efficiencies, renewable generation has some of the lowest levelized costs of energy in the marketplace. When coupled with consumer and corporate preferences for clean energy and emissions-reduction initiatives, demand for renewable generation, energy storage, and related infrastructure has increased and is expected to result in sizable, long-term investments.
These training facilities allow us to provide classroom and on-the-job training programs and allow us to train employees in a controlled environment without the challenges of limited structure access and other constraints. Additionally, we have entered into strategic relationships with universities, the military and unions in order to attract potential employees and develop our workforce.
These training facilities allow us to provide classroom and on-the-job 12 training programs and allow us to train employees in a controlled environment on a large variety of industry common structures.
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Business Environment With respect to our electric power service offerings, utilities are continuing to invest significant capital in their gas- powered and renewable generation systems, as well as their electric power delivery systems, particularly transmission, substation and distribution infrastructure, through multi-year, multi-billion dollar grid modernization and reliability programs.
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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.
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We also expect demand for electricity in North America to continue to grow, including through electrification trends (e.g., EV adoption) and increased demand for data center infrastructure and manufacturing facilities, and believe that certain segments of the North American electric power grid are not adequate to efficiently supply this future demand.
Added
Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management.
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Utilities are also executing significant initiatives to underground critical infrastructure, including additional underground transmission and distribution initiatives by utilities in California, underground transmission projects in the northeast United States and underground distribution circuits along the U.S. coastlines.
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Business Environment With respect to our electric infrastructure service offerings, utility and other customers are continuing to invest significant capital in their infrastructure systems and programs. Our utility customers continue to face increased demand for electricity, including as a result of electrification trends and increased demand for data center and other technology infrastructure and advanced manufacturing facilities.
Removed
Like our Electric Power operations, as an industry leader in the renewable energy space, we believe our collaborative, customer-focused, solutions based approach coupled with our significant capabilities and scale differentiates us in the marketplace.
Added
In addition, utility and other customers are increasing their investment in various forms of power generation in response to load growth expectations, which have accelerated based on demand for electricity driven by data centers, manufacturing and reshoring, industrialization, electrification and power grid expansion.
Removed
Services performed generally include: • engineering, procurement, new construction, repowering and repair and maintenance services for renewable generation facilities, such as utility-scale wind, solar and hydropower generation facilities and battery storage facilities; and • engineering and construction services for substations and switchyards, transmission and other electrical infrastructure needed to interconnect and transmit electricity from renewable energy generation and battery storage facilities.
Added
Utility and other customers are also increasing their investments in other forms of base load power generation, such as combined cycle gas generation and gas peaker generation plants.
Removed
Business Environment With respect to these services, we believe there is increasing demand for electricity due to, among other things, increased electrification trends and data center and other technology and manufacturing infrastructure construction, as well as certain regulatory requirements, consumer and investor preferences and state and federal policies.
Added
Through recent acquisitions we have expanded our capabilities and solutions related to turnkey mechanical, plumbing and process infrastructure solutions, which we believe position us to meet strong demand for these services by data center, manufacturing, semiconductor and other large load facilities and provide opportunities in other core end markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThere are numerous other risks associated with operating in international markets and U.S. territories, including, but not limited to, changes in applicable regulatory requirements; political, economic and social instability; expropriation or nationalization of our assets and operations; unfamiliar legal systems or business and labor practices; and complex U.S. and foreign tax regulations and other laws and international treaties.
Biggest changeFurthermore, to the extent the volume of services we provide internationally increases, our financial condition, results of operations and cash flows could be further exposed to the effects of fluctuating exchange rates. 27 There are numerous other risks associated with operating in international markets and U.S. territories, including, but not limited to, changes in applicable regulatory requirements; political instability and interference; economic and social instability and civil unrest; unfamiliar legal systems or business and labor practices; changes in laws, rules or regulations or the interpretation or manner of enforcement of laws, rules and regulations; expropriation or nationalization of our assets and operations; and complex tax regulations and other laws and international treaties.
Risks Related to Operating Our Business • Our operating results may vary significantly from quarter to quarter. • A variety of issues could affect the timing or profitability of our projects, and could result in, among other things, project termination or payment of liquidated damages. • Our business is subject to operational hazards (e.g., wildfires, explosions) that can result in significant liabilities, and we may not be insured against all potential liabilities. 15 • Insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage, could have a material adverse effect on us. • Our business and operating results are subject to physical risks associated with climate change. • Our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs if we are unable to efficiently manage our workforce. • A loss of business from certain significant customers could have a material effect on our business. • Changes in estimates related to revenues and costs under customer contracts could result in a reduction or elimination of revenues or profits and the recognition of losses. • We may fail to adequately recover on contract change orders or claims against customers. • We are subject to lawsuits, claims and other legal proceedings, as well as project surety claims. • We may be unsuccessful in generating internal growth. • Many of our contracts may be canceled or suspended on short notice or may not be renewed or replaced. • The nature of our business exposes us to warranty, engineering and other related claims. • We can incur liabilities or suffer negative financial or reputational impacts due to health and safety matters. • Disruptions or failure to adequately protect our information technology systems could materially affect our business and reputation. • A deterioration of our reputation or brands could have an adverse impact on our business. • Our financial results are based on estimates and assumptions that may differ from actual results. • Our inability to successfully execute our acquisition strategy may adversely impact our growth. • Our management structure could be inadequate to support our business as it expands and becomes more complex. • The loss of, or our inability to attract or keep, key personnel could disrupt our business. • Our investments, including our joint ventures, expose us to risks and may result in conflicts of interest. • We are subject to credit and investment risk with respect to our customers and projects. • Risks associated with operating in international markets and U.S. territories could harm our business and prospects. • Our business is subject to the availability of suppliers, subcontractors and equipment manufacturers. • A lack of availability or an increase in the price of fuel, materials or equipment could adversely affect our business or our customers. • Increasing scrutiny and expectations with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.
Risks Related to Operating Our Business • Our operating results may vary significantly from quarter to quarter. • A variety of issues could affect the timing or profitability of our projects, and could result in, among other things, project termination or payment of liquidated damages. • Our business is subject to operational hazards (e.g., wildfires, explosions) that can result in significant liabilities, and we may not be insured against all potential liabilities. • Insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage, could have a material adverse effect on us. • Our business and operating results are subject to physical risks associated with changes in climate. • Our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs if we are unable to efficiently manage our workforce. • A loss of business from certain significant customers could have a material effect on our business. • Changes in estimates related to revenues and costs under customer contracts could result in a reduction or elimination of revenues or profits and the recognition of losses. • We may fail to adequately recover on contract change orders or claims against customers. • We are subject to lawsuits, claims and other legal proceedings, as well as project surety claims. • We may be unsuccessful in generating internal growth. 15 • Many of our contracts may be canceled or suspended on short notice or may not be renewed or replaced. • The nature of our business exposes us to warranty, engineering and other related claims. • We can incur liabilities or suffer negative financial or reputational impacts due to health and safety matters. • Disruptions or failure to adequately protect our information technology systems could materially affect our business and reputation. • A deterioration of our reputation or brands could have an adverse impact on our business. • Our financial results are based on estimates and assumptions that may differ from actual results. • Our inability to successfully execute our acquisition strategy may adversely impact our growth. • Our management structure could be inadequate to support our business as it expands and becomes more complex. • The loss of, or our inability to attract or keep, key personnel could disrupt our business. • Our investments, including our joint ventures, expose us to risks and may result in conflicts of interest. • We are subject to credit and investment risk with respect to our customers and projects. • Risks associated with operating in international markets and U.S. territories could harm our business and prospects. • Our business is subject to the availability of suppliers, subcontractors and equipment manufacturers. • A lack of availability or an increase in the price of fuel, materials or equipment could adversely affect our business or our customers. • Scrutiny and expectations with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.
Our ability to integrate and realize benefits can be negatively impacted by, among other things: • failure of an acquired business to achieve the results we expect; • diversion of our management’s attention from operational and other matters or other potential disruptions to our existing business; • difficulties incorporating the operations and personnel, or inability to retain key personnel, of an acquired business; • the complexities and difficulties associated with managing our business as it grows and evolves; • additional financial reporting and accounting challenges associated with an acquired business; • unanticipated events or liabilities associated with the operations of an acquired business; • loss of business due to customer overlap or other factors; and • risks and liabilities arising from the prior operations of an acquired business, such as performance, operational, safety, cybersecurity, environmental, workforce or other compliance or tax issues, some of which we may not have discovered or accurately estimated during our due diligence and may not be covered by indemnification obligations or insurance.
Our ability to integrate and realize benefits can be negatively impacted by, among other things: • failure of an acquired business to achieve the results we expect; • diversion of our management’s attention from operational and other matters or other potential disruptions to our existing business; • difficulties incorporating the operations and personnel, or inability to retain key personnel, of an acquired business; • the complexities and difficulties associated with managing our business as it grows and evolves; • additional financial reporting and accounting challenges associated with an acquired business; 25 • unanticipated events or liabilities associated with the operations of an acquired business; • loss of business due to customer overlap or other factors; and • risks and liabilities arising from the prior operations of an acquired business, such as performance, operational, safety, cybersecurity, environmental, workforce or other compliance or tax issues, some of which we may not have discovered or accurately estimated during our due diligence and may not be covered by indemnification obligations or insurance.
Expectations and requirements of our investors, customers and other third parties evolve rapidly and are largely out of our control, and our initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), 29 changes in demand for certain services, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
Expectations and requirements of our investors, customers and other third parties evolve rapidly and are largely out of our control, and our initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain services, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
Our inability to efficiently manage our workforce may require us to incur costs resulting from excess staff, reductions in staff, or redundancies that could have a material adverse impact on our business, financial condition, results of operations and cash flows. Additionally, the recent inflationary pressure in the United States and our other markets has increased our labor costs.
Our inability to efficiently manage our workforce may require us to incur costs resulting from excess staff, reductions in staff, or redundancies that could have a material adverse impact on our business, financial condition, results of operations and cash flows. Additionally, the inflationary pressure in the United States and our other markets has increased our labor costs.
The following provisions of our charter documents, as currently in effect, and Delaware law could discourage potential proposals to acquire us, delay or prevent a change in control of us or limit the price that investors may be willing to pay in the future for shares of our common stock: • our certificate of incorporation permits our Board to issue “blank check” preferred stock and to adopt amendments to our bylaws; • our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings; • our certificate of incorporation and bylaws restrict the right of stockholders to call a special meeting of stockholders and to act by written consent; and 37 • we are subject to provisions of Delaware law which restrict us from engaging in any of a broad range of business transactions with an “interested stockholder” for a period of three years following the date such stockholder became classified as an interested stockholder.
The following provisions of our charter documents, as currently in effect, and Delaware law could discourage potential proposals to acquire us, delay or prevent a change in control of us or limit the price that investors may be willing to pay in the future for shares of our common stock: 36 • our certificate of incorporation permits our Board to issue “blank check” preferred stock and to adopt amendments to our bylaws; • our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings; • our certificate of incorporation and bylaws restrict the right of stockholders to call a special meeting of stockholders and to act by written consent; and • we are subject to provisions of Delaware law which restrict us from engaging in any of a broad range of business transactions with an “interested stockholder” for a period of three years following the date such stockholder became classified as an interested stockholder.
The pool of skilled workers in certain of our industries has also been reduced, and may be further reduced, due primarily to an aging utility workforce and longer-term labor availability issues, including with respect to experienced program managers and qualified journeyman linemen available for our Electric Power segment and experienced supervisors and foremen for our Underground and Infrastructure segment.
The pool of skilled workers in certain of our industries has also been reduced, and may be further reduced, due primarily to an aging utility workforce and longer-term labor availability issues, including with respect to experienced program managers and qualified journeyman linemen available for our Electric segment and experienced supervisors and foremen for our Underground and Infrastructure segment.
In addition, volatility in the debt or equity markets, as well as prolonged higher interest rates, may negatively impact our customers’ access to or willingness to raise capital and result in the reduction or elimination of spending on the services we provide. Our vendors, suppliers and subcontractors may also be, to varying degrees, adversely affected by these conditions.
In addition, volatility in the debt or equity markets, as well as prolonged higher interest rates, may negatively impact our customers’ access to or willingness to raise capital and result in 29 the reduction or elimination of spending on the services we provide. Our vendors, suppliers and subcontractors may also be, to varying degrees, adversely affected by these conditions.
Additionally, we own and lease numerous properties and facilities, including certain of which that contain above-and below-ground fuel storage tanks, which could leak and cause us to be responsible for remediation costs and fines, and certain of which that are or have been used for industrial purposes and may contain known or unknown environmental conditions that we 33 are or may be responsible for maintaining, monitoring and/or remediating.
Additionally, we own and lease numerous properties and facilities, including certain of which that contain above-and below-ground fuel storage tanks, which could leak and cause us to be responsible for remediation costs and fines, and certain of which that are or have been used for industrial purposes and may contain known or unknown environmental conditions that we are or may be responsible for maintaining, monitoring and/or remediating.
Further, to the extent our reputation or safety record is adversely affected, demand for our services could decline or we may not be able to bid for certain work. 19 Insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage, could have a material adverse effect on us.
Further, to the extent our reputation or safety record is adversely affected, demand for our services could decline or we may not be able to bid for certain work. Insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage, could have a material adverse effect on us.
Any such reduction or loss can be substantial and can have a material adverse effect on our business, financial condition, results of operations and cash flows. During the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements.
Any such reduction or loss can be substantial and can have a material adverse effect on our business, financial condition, results of operations and cash flows. 21 During the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements.
The lack of availability of necessary materials could result in project delays, some of which could be attributable to us, and an increase in prices of materials could reduce our profitability on projects or negatively impact our customers, which could have an adverse effect on demand for our services or our business, financial condition, results of operations and cash flows.
The lack of availability of necessary materials could result in project delays, some of which could be attributable to us, and an increase in prices of materials could reduce our profitability on projects or negatively impact our customers, which 28 could have an adverse effect on demand for our services or our business, financial condition, results of operations and cash flows.
For a variety of reasons, our unionized workforce could adversely impact relationships with our customers and adversely affect our business, financial condition, results of 32 operations and cash flows. Certain of our customers also require or prefer a non-union workforce, and they may reduce the amount of work assigned to us if our non-union labor crews become unionized.
For a variety of reasons, our unionized workforce could adversely impact relationships with our customers and adversely affect our business, financial condition, results of operations and cash flows. Certain of our customers also require or prefer a non-union workforce, and they may reduce the amount of work assigned to us if our non-union labor crews become unionized.
Government agencies routinely audit and investigate government contractors and may review a contractor’s performance under its contracts, cost structure and 34 compliance with applicable laws, regulations and standards. If a government agency determines that costs were improperly allocated to specific contracts, such costs will not be reimbursed or a refund of previously reimbursed costs may be required.
Government agencies routinely audit and investigate government contractors and may review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. If a government agency determines that costs were improperly allocated to specific contracts, such costs will not be reimbursed or a refund of previously reimbursed costs may be required.
If our surety providers or lenders were to limit or eliminate our access to bonding, letters of credit or guarantees, our alternatives would 36 include seeking capacity from other sureties and lenders or finding more business that does not require bonds or that allows for other forms of collateral for project performance, such as cash.
If our surety providers or lenders were to limit or eliminate our access to bonding, letters of credit or guarantees, our alternatives would include seeking capacity from other sureties and lenders or finding more business that does not require bonds or that allows for other forms of collateral for project performance, such as cash.
Furthermore, many of our customers may cancel or suspend our contracts on short notice even if we are not in default under the contract. Certain of our 22 customers assign work to us on a project-by-project basis under MSAs. Under these agreements, our customers generally have no obligation to assign a specific amount of work to us.
Furthermore, many of our customers may cancel or suspend our contracts on short notice even if we are not in default under the contract. Certain of our customers assign work to us on a project-by-project basis under MSAs. Under these agreements, our customers generally have no obligation to assign a specific amount of work to us.
In addition, negative publicity relating to certain projects may result in increased regulatory scrutiny, adverse rulings or regulatory actions. If the reputation or perceived quality of our brands decline or customers lose confidence in us, our business, financial condition, results of operations, or cash flows could be adversely affected.
In 24 addition, negative publicity relating to certain projects may result in increased regulatory scrutiny, adverse rulings or regulatory actions. If the reputation or perceived quality of our brands decline or customers lose confidence in us, our business, financial condition, results of operations, or cash flows could be adversely affected.
The competitive environment we operate in can also affect the timing of contract awards and the commencement or progress of work under awarded contracts. For example, based on rapidly changing competition and market dynamics, we have recently experienced, and may in the future experience, more competitive pricing for smaller scale projects.
The competitive environment we operate in can also 30 affect the timing of contract awards and the commencement or progress of work under awarded contracts. For example, based on rapidly changing competition and market dynamics, we have recently experienced, and may in the future experience, more competitive pricing for smaller scale projects.
As a result, additional costs or penalties, a reduction in our productivity or efficiency or a project termination in any given period can have a 18 material adverse effect on our business, financial condition, results of operations and cash flows and can also adversely affect our ability to secure new contracts.
As a result, additional costs or penalties, a reduction in our productivity or efficiency or a project termination in any given period can have a material adverse effect on our business, financial condition, results of operations and cash flows and can also adversely affect our ability to secure new contracts.
A significant increase in our tax rate or change to our tax positions can have a material adverse effect on our profitability and liquidity. Opportunities within the government arena could subject us to increased regulation and costs and may pose additional risks relating to future funding and compliance.
A significant increase in our tax rate or change to our tax positions can have a material adverse effect on our profitability and liquidity. 33 Opportunities within the government arena could subject us to increased regulation and costs and may pose additional risks relating to future funding and compliance.
These laws and regulations are complex and subject to change and in some cases, environmental laws also ascribe liability without respect to contribution to the contamination in question or the lawfulness of disposal at the time it occurred. We perform work in many different types of underground environments.
These laws and regulations are complex and subject to change and in some cases, environmental laws also ascribe liability without respect to contribution to the contamination in question or the lawfulness of disposal at the time it occurred. 32 We perform work in many different types of underground environments.
As a result, regulatory or other requirements that require us to outsource a percentage of services to subcontractors, whether they are businesses meeting 28 diversity-ownership requirements or otherwise, also limit our ability to self-perform our services, thereby potentially increasing performance risk associated with our services.
As a result, regulatory or other requirements that require us to outsource a percentage of services to subcontractors, whether they are businesses meeting diversity-ownership requirements or otherwise, also limit our ability to self-perform our services, thereby potentially increasing performance risk associated with our services.
A shortage of these employees for various reasons, including intense competition for skilled employees, labor shortages, increased labor costs and the preference of some 26 candidates to work remotely, could jeopardize our ability to successfully manage our decentralized operations or our ability to grow and expand our business.
A shortage of these employees for various reasons, including intense competition for skilled employees, labor shortages, increased labor costs and the preference of some candidates to work remotely, could jeopardize our ability to successfully manage our decentralized operations or our ability to grow and expand our business.
Our failure to comply with environmental laws and regulations could result in significant liabilities and increased costs. Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, PCBs, PFAS, fuel storage, water quality and air quality.
Our failure to comply with environmental laws and regulations could result in significant liabilities and increased costs. Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, PCBs, PFAS, fuel storage, batteries, water quality and air quality.
Known liabilities may also change over 25 time and become more severe than previously anticipated. As a result, past or future acquisitions may ultimately have a negative impact on our business, financial condition, results of operations and cash flows.
Known liabilities may also change over time and become more severe than previously anticipated. As a result, past or future acquisitions may ultimately have a negative impact on our business, financial condition, results of operations and cash flows.
Quanta may also be exposed to reputational harm based on poor or incomplete performance of our investments or an investment fund in which we participate, or based on the actions or conduct of the entities in which we are invested or our partners in such investments, all of which may be outside of our control.
Quanta may also be exposed to reputational harm based on poor or incomplete 26 performance of our investments or an investment fund in which we participate, or based on the actions or conduct of the entities in which we are invested or our partners in such investments, all of which may be outside of our control.
Certain industries in which we operate can be cyclical and our business is subject to seasonality and other factors that can result in significantly different operating results from quarter to quarter, and therefore our results in any particular quarter may not be indicative of future results.
Certain industries in which we operate can be cyclical and our business is subject to seasonality and other factors that can result in significantly different operating results from quarter to quarter, and therefore our results in any particular quarter may 16 not be indicative of future results.
The political and labor environment in recent years has also generally been more conducive to unionization attempts, and we have experienced an increase in unionization attempts at certain of our operating companies, some of which have been successful, and we expect such attempts to continue in the future.
The labor environment in recent years has also generally been more conducive to unionization attempts, and we have experienced an increase in unionization attempts at certain of our operating companies, some of which have been successful, and we expect such attempts to continue in the future.
Additionally, we manufacture certain products, including power transformers and mobile energy storage systems, and a failure of one of our products could also lead to similar operational hazards (e.g., explosions or mechanical failures).
We also manufacture certain products, including power transformers and mobile energy storage systems, and a failure of one of our products could also lead to similar operational hazards (e.g., explosions or mechanical failures).
We grant credit, generally without collateral, to our customers, which primarily include utilities, renewable energy developers, technology companies, communications providers, industrial companies and energy delivery companies located 27 primarily in the United States, Canada and Australia.
We grant credit, generally without collateral, to our customers, which primarily include utilities, renewable energy developers, technology companies, communications providers, industrial companies and energy delivery companies located primarily in the United States, Canada and Australia.
Our future success will depend, in part, on our ability to anticipate and adapt to these and other potential changes in a cost-effective manner and to offer services that meet customer demands and 31 evolving industry standards.
Our future success will depend, in part, on our ability to anticipate and adapt to these and other potential changes in a cost-effective manner and to offer services that meet customer demands and evolving industry standards.
Many of our projects involve challenging design, engineering, financing, permitting, right of way acquisition, procurement and construction phases that occur over extended time periods, sometimes several years, and we have encountered and may in the future encounter project delays, additional costs or project performance issues as a result of, among other things: • inability to meet project schedule requirements or achieve guaranteed performance or quality standards for a project, which can result in increased costs, through rework, replacement or otherwise, or the payment of liquidated damages to the customer or contract termination; • failure to accurately estimate project costs or accurately establish the scope of our services; • failure to make judgments in accordance with applicable professional standards (e.g., engineering standards); • unforeseen circumstances or project modifications not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental, geological or geographical site conditions or technical problems such as design or engineering issues; • changes in laws or permitting and regulatory requirements during the course of our work; • delays in the delivery or management of design or engineering information, equipment or materials; • our or a customer’s failure to manage a project, including the inability to timely obtain land, permits or rights of way or meet other permitting, regulatory or environmental requirements or conditions; • changes to project or customer schedules; • natural disasters or emergencies, including wildfires and earthquakes, as well as significant weather events (e.g., hurricanes, tropical storms, tornadoes, floods, droughts, blizzards and extreme temperatures) and adverse or unseasonable weather conditions (e.g., prolonged rainfall or snowfall, early thaw in Canada and the northern United States); • difficult terrain and site conditions where delivery of materials and availability of labor are impacted or where there is exposure to harsh and hazardous conditions; • protests and other public activism, legal challenges or other political activity or opposition to a project; • other factors such as terrorism, geopolitical conflicts, public health crises (e.g. pandemics) and delays attributable to U.S. government shutdowns or any related under-staffing of government departments or agencies; • changes in the cost, availability, lead times or quality of equipment, commodities, materials, consumables or labor; and • delay or failure to perform by suppliers, subcontractors or other third parties, or our failure to coordinate performance of such parties, as approximately 20% of our work is subcontracted to other service providers.
Many of our projects involve complex design, engineering, financing, permitting, right of way acquisition, procurement and construction phases that occur over extended time periods, sometimes several years, and we have encountered and may in the future encounter project delays, additional costs or project performance issues as a result of, among other things: • inability to meet project schedule requirements or achieve guaranteed performance or quality standards for a project, which can result in increased costs, through rework, replacement or otherwise, or the payment of liquidated damages to the customer or contract termination; 17 • failure to accurately estimate project costs or accurately establish the scope of our services; • failure to make judgments in accordance with applicable professional standards (e.g., engineering standards); • unforeseen circumstances or project modifications not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental, geological or geographical site conditions or technical problems such as design or engineering issues; • changes in laws or permitting and regulatory requirements during the course of our work; • delays in the delivery or management of design or engineering information, equipment or materials; • our or a customer’s failure to manage a project, including the inability to timely obtain land, permits or rights of way or meet other permitting, regulatory or environmental requirements or conditions; • changes to project or customer schedules; • natural disasters or emergencies, including wildfires and earthquakes, as well as significant weather events (e.g., hurricanes, tropical storms, tornadoes, floods, droughts, blizzards and extreme temperatures) and adverse or unseasonable weather conditions (e.g., prolonged rainfall or snowfall, early thaw in Canada and the northern United States); • difficult terrain and site conditions where delivery of materials and availability of labor are impacted or where there is exposure to harsh and hazardous conditions; • protests and other public activism, legal challenges or other political activity or opposition to our operations or projects or those of our joint ventures; • other factors such as terrorism, geopolitical conflicts, public health crises (e.g. pandemics) and delays attributable to U.S. government shutdowns or any related under-staffing of government departments or agencies; • changes in the cost, availability, lead times or quality of equipment, commodities, materials, consumables or labor; and • delay or failure to perform by suppliers, subcontractors or other third parties, or our failure to coordinate performance of such parties, as approximately 20% of our work is subcontracted to other service providers.
The length of these warranty periods varies and can extend for several years, and certain projects can have longer warranty periods and include facility performance warranties that are broader than the warranties we generally provide.
The length of these warranty periods varies and can extend for several years, and certain projects can have longer warranty 22 periods and include facility performance warranties that are broader than the warranties we generally provide.
Our quarterly results have been and may in the future be materially and/or adversely affected by, among other things: • the timing and volume of work we perform and our performance with respect to ongoing projects and services, including as a result of fluctuations in the amount of work customers assign to us under our agreements (e.g., MSAs), delays and reductions in scope of projects, and project and agreement terminations, expirations or cancellations; • increases in project costs that result from, among other things, natural disasters and emergencies, adverse weather conditions or events, legal challenges, permitting, regulatory or environmental processes, tariffs, or inaccurate project cost estimates; • variations in the size, scope, costs and operating income margins of ongoing projects, as well as the mix of our customers, contracts and business; • fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary pressure that impacts our costs associated with labor, equipment and materials; increased interest rates; default or threat of default by the U.S. federal government with respect to its debt obligations; U.S. government shutdowns; natural disasters and other emergencies (e.g., wildfires, weather-related events, pandemics); deterioration of global or specific trade relationships; or geopolitical conflicts and political unrest; • pricing pressures as a result of competition; • changes in the budgetary spending patterns or strategic plans of customers or governmental entities; • supply chain and other logistical difficulties, as well as sourcing restrictions on materials necessary for the services we provide; • liabilities and costs incurred in our operations that are not covered by, or that are in excess of, our third-party insurance or indemnification rights, including significant liabilities that arise from the inherently hazardous conditions of our operations (e.g., explosions, fires) and the operations of our subcontractors, and which could be exacerbated by the geographies in which we operate; • disputes with customers or delays and payment risk relating to billing and payment under our contracts and change orders, including as a result of customers that encounter financial difficulties, are insolvent or have filed for bankruptcy protection; • the resolution of, or unexpected or increased costs associated with, pending or threatened legal proceedings, indemnity obligations, multiemployer pension plan obligations (e.g., withdrawal liability) or other claims; • restructuring, severance and other costs associated with, among other things, winding down certain operations and exiting markets; • estimates and assumptions in determining our financial results, remaining performance obligations and backlog, including the timing and significance of impairments of long-lived assets, equity or other investments, receivables, goodwill or other intangible assets; • significant fluctuations in foreign currency rates; • the recognition of tax impacts related to changes in tax laws or uncertain tax positions; and • the timing and magnitude of costs we incur to support our operations or growth internally or through acquisitions. 17 A variety of issues could affect the timing or profitability of our projects, which may result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages or project termination.
Our quarterly results have been and may in the future be materially and/or adversely affected by, among other things: • the timing and volume of work we perform and our performance with respect to ongoing projects and services, including as a result of fluctuations in the amount of work customers assign to us under our agreements (e.g., MSAs), delays and reductions in scope of projects, and project and agreement terminations, expirations or cancellations; • increases in project costs that result from, among other things, natural disasters and emergencies, adverse weather conditions or events, legal challenges, permitting, regulatory or environmental processes, tariffs, or inaccurate project cost estimates; • variations in the size, scope, costs and operating income margins of ongoing projects, as well as the mix of our customers, contracts and business; • fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary pressure that impacts our costs associated with labor, equipment and materials; increased interest rates; default or threat of default by the U.S. federal government with respect to its debt obligations; U.S. government shutdowns; natural disasters and other emergencies (e.g., wildfires, weather-related events, pandemics); deterioration of global or specific trade relationships; or geopolitical conflicts and political unrest; • pricing pressures as a result of competition; • changes in the budgetary spending patterns or strategic plans of customers or governmental entities; • supply chain and other logistical difficulties, as well as sourcing restrictions on materials necessary for the services we provide; • liabilities and costs incurred in our operations that are not covered by, or that are in excess of, our third-party insurance or indemnification rights, including significant liabilities that arise from the inherently hazardous conditions of our operations (e.g., explosions, fires) and the operations of our subcontractors, and which could be exacerbated by the geographies in which we operate; • disputes with customers or delays and payment risk relating to billing and payment under our contracts and change orders, including as a result of customers that encounter financial difficulties, are insolvent or have filed for bankruptcy protection; • the resolution of, or unexpected or increased costs associated with, pending or threatened legal proceedings, indemnity obligations, multiemployer pension plan obligations (e.g., withdrawal liability) or other claims; • restructuring, severance and other costs associated with, among other things, winding down certain operations and exiting markets; • estimates and assumptions in determining our financial results, remaining performance obligations and backlog, including the timing and significance of impairments of long-lived assets, equity or other investments, receivables, goodwill or other intangible assets; • significant fluctuations in foreign currency rates; • the recognition of tax impacts related to changes in tax laws or uncertain tax positions; and • the timing and magnitude of costs we incur to support our operations or growth internally or through acquisitions.
In connection with such renewals, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance, risk volatility, and premium expense.
In connection with such renewals, we evaluate the level of insurance coverage and adjust insurance levels 19 based on risk tolerance, risk volatility, and premium expense.
Furthermore, our business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power, renewable generation, communications, underground utility and pipeline infrastructure. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages.
Furthermore, our business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power, power generation, communications, underground utility, pipeline and other infrastructure. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages.
Additionally, we may not be able to attract and retain the necessary skilled personnel for our expanding product and service offerings.
Additionally, we may not be able to attract and retain the necessary skilled personnel for our expanding product and 20 service offerings.
In addition, if any of these events or losses related thereto are alleged or found to be the result of our or our customer’s activities or services, we could be subject to government enforcement actions, regulatory penalties, civil litigation and governmental actions, including investigations, citations, fines and suspension of operations.
In addition, if any of these events or losses related thereto are alleged or found to be the result of our or our customer’s activities or services, we could be subject to government enforcement actions, civil or criminal penalties, civil litigation and governmental actions, including investigations, citations, fines and suspension of operations.
For example, a transition to a decentralized electric power grid, which relies on more dispersed and smaller-scale renewable energy sources, could reduce the need for large infrastructure projects and significant maintenance and rehabilitation programs, thereby reducing demand for, or profitability of, our services.
For example, a transition to a decentralized electric power grid, which relies on more dispersed and smaller-scale sources, could reduce the need for large infrastructure projects and significant maintenance and rehabilitation programs, thereby reducing demand for, or profitability of, our services.
Accordingly, our actual losses associated with insured claims may differ materially from our estimates and materially and adversely affect our financial condition and results of operations in material amounts. Our business and operating results are subject to physical risks associated with climate change.
Accordingly, our actual losses associated with insured claims may differ materially from our estimates and materially and adversely affect our financial condition and results of operations in material amounts. Our business and operating results are subject to physical risks associated with changes in climate.
Borrowings under our senior credit facility and commercial paper facility are at variable rates of interest and expose us to interest rate risk. Interest rates increased significantly during 2022 and 2023, and remained elevated in 2024.
Borrowings under our senior credit facility and commercial paper facility are at variable rates of interest and expose us to interest rate risk. Interest rates increased significantly during 2022 and 2023, and remained elevated in 2024 and most of 2025.
With respect to certain services within our Renewable Energy segment, current and potential legislative or regulatory initiatives may not be implemented or extended or result in incremental increased demand for our services, including the IRA, the IIJA, legislation or regulation that mandates percentages of power to be generated from renewable sources, requires utilities to meet reliability standards, provides for existing or new production tax credits for renewable energy developers, or encourages installation of new electric power transmission and renewable energy generation facilities.
With respect to certain services within our Electric segment, current and potential legislative or regulatory initiatives may not be implemented or extended or result in incremental increased demand for our services, including legislation or regulation 31 that mandates percentages of power to be generated from renewable sources, requires utilities to meet reliability standards, provides for existing or new production tax credits for renewable energy developers, or encourages installation of new electric power transmission and renewable energy generation facilities.
Any such breach or disruption could subject us to material liabilities, cause damage to our reputation or customer relationships, or result in regulatory investigations or other actions by governmental authorities, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.
Any such breach or disruption could subject us to material liabilities, cause damage to our reputation or customer relationships, or result in regulatory investigations or other actions by governmental authorities as well as litigation, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.
Investors, customers and other stakeholders have focused increasingly on sustainability practices of companies, including, among other things, practices with respect to human capital resources, emissions and environmental impact and political spending.
Certain investors, customers and other stakeholders have focused on sustainability practices of companies, including, among other things, practices with respect to human capital resources, emissions and environmental impact and political spending.
These claims and liabilities can arise through indemnification obligations to customers, our negligence or otherwise, and such claims and liabilities can arise even if our operations are not the cause of the harm.
These claims and liabilities can arise through indemnification obligations to customers, our negligence, negligence by our subcontractors or otherwise, and such claims and liabilities can arise even if our operations are not the cause of the harm.
An attack could also cause material service disruptions to our internal systems or, in extreme circumstances, infiltration into, damage to or loss of control of our customers’ energy infrastructure systems.
An attack could also cause material service disruptions to our internal systems or to our operating companies’ systems, or in extreme circumstances, infiltration into, damage to or loss of control of our customers’ energy infrastructure systems.
Our internal control over financial reporting was effective as of December 31, 2024; however, there can be no assurance that our internal control over financial reporting will be determined to be effective in future years.
Our internal control over financial reporting was effective as of December 31, 2025; however, there can be no assurance that our internal control over financial reporting will be determined to be effective in future years.
The loss of, or reduction in business from, certain significant customers could have a material adverse effect on our business. A few customers have in the past and may in the future account for a significant portion of our revenues. For example, our ten largest customers accounted for 31% of our consolidated revenues for the year ended December 31, 2024.
The loss of, or reduction in business from, certain significant customers could have a material adverse effect on our business. A few customers have in the past and may in the future account for a significant portion of our revenues. For example, our ten largest customers accounted for 30% of our consolidated revenues for the year ended December 31, 2025.
Physical risks associated with climate change have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations.
Physical risks associated with changes in climate have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations.
Furthermore, the energy infrastructure systems on which we work are strategic targets that are at greater risk of cyber-attacks or acts of terrorism than other targets. Additionally, an intrusion into the information systems of a business we acquire may also ultimately compromise our systems.
Furthermore, the infrastructure systems and facilities on which we work are strategic targets that are at greater risk of cyber-attacks or acts of terrorism than other targets. Additionally, an intrusion into the information systems of a business we acquire may also ultimately compromise our systems.
The broader and longer-term implications of these challenges, which could accelerate, remain highly uncertain and variable and could negatively impact our overall business, financial condition, results of operations and cash flows. Increasing scrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.
The broader and longer-term implications of these challenges remain highly uncertain and variable and could negatively impact our overall business, financial condition, results of operations and cash flows. Scrutiny and expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.
As of December 31, 2024, the total amount of our outstanding performance bonds was estimated to be approximately $9.5 billion. To the extent reimbursements are required, the amounts could be material and could adversely affect our consolidated business, financial condition, results of operations or cash flows. We may be unsuccessful at generating internal growth, which could adversely affect our business.
As of December 31, 2025, the total amount of our outstanding performance bonds was estimated to be approximately $14.9 billion. To the extent reimbursements are required, the amounts could be material and could adversely affect our consolidated business, financial condition, results of operations or cash flows. We may be unsuccessful at generating internal growth, which could adversely affect our business.
Pursuant to certain contracts, including fixed price and EPC contracts where we have assumed responsibility for procuring materials for a project, we are exposed to availability issues and price increases for materials that are utilized in connection with our operations, including, among other things, copper, steel, aluminum, specialized project components (e.g., transformers, solar panels) and raw materials utilized for certain of our product solutions.
Pursuant to certain contracts, including fixed price and EPC contracts where we have assumed responsibility for procuring materials for a project, we may be exposed to availability issues and price increases for materials that are utilized in connection with our operations, including, among other things, copper, steel, aluminum, specialized project components (e.g., transformers, solar panels, breakers, turbines, batteries) and raw materials utilized for certain of our product solutions.
As of December 31, 2024, approximately 32% of our employees were covered by collective bargaining agreements and the number of our employees covered by collective bargaining agreements could increase in the future for a variety of reasons, including acquisitions, unionization of a non-union operating company, project requirements (e.g., project labor agreements) and changes in law.
As of December 31, 2025, approximately 36% of our employees were covered by collective bargaining agreements and the number of our employees covered by collective bargaining agreements could increase in the future for a variety of reasons, including acquisitions, unionization of a non-union operating company, project requirements (e.g., project labor agreements) and changes in law.
Furthermore, we may incur additional costs related to the investigation and reporting of any such breach or disruption.
Furthermore, we may incur substantial costs related to the investigation and reporting of any such breach or disruption.
Management ’ s Discussion and Analysis of Financial Condition in Part II of this Annual Report for further information about our critical accounting estimates. Our inability to successfully execute our acquisition strategy may have an adverse impact on our growth.
Management’s Discussion and Analysis of Financial Condition in Part II of this Annual Report for further information about our critical accounting estimates. Our inability to successfully execute our acquisition strategy may have an adverse impact on our growth.
For example, as of December 31, 2024, the amount recognized related to unapproved change orders and claims was $733.6 million, which is discussed further in 21 Note 4 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
For example, as of December 31, 2025, the amount recognized related to unapproved change orders and claims was $983.6 million, which is discussed further in Note 4 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
For example, our joint venture, LUMA, is exposed to various risks operating in Puerto Rico.
For example, our joint venture LUMA is exposed to various of these risks operating in Puerto Rico.
If we fail to do so or incur significant expenditures in adapting to such change, our businesses, financial condition, results of operations and cash flows could be materially and adversely affected.
If we fail to do so or incur significant expenditures in adapting to such changes and technological advancements, our businesses, financial condition, results of operations and cash flows could be materially and adversely affected.
A variety of events could result in damage to our reputation or brands, some of which are outside of our control, including: 24 • acts or omissions that adversely affect our business such as a crime, scandal, cyber-related incident, litigation or other negative publicity; • failure to successfully perform, or negative publicity related to, a high-profile project, including, among others, our joint venture in LUMA and large-scale infrastructure projects designed to support the energy transition (i.e., large electric transmission and renewable generation projects) and technological advancements (e.g., data center facilities); • actual or potential involvement in a catastrophic fire, explosion, mechanical failure of infrastructure or similar event; or • actual or perceived responsibility for a serious accident or injury.
A variety of events could result in damage to our reputation or brands, some of which are outside of our control, including: • acts or omissions that adversely affect our business such as a crime, scandal, cyber-related incident, litigation or other negative publicity; • failure to successfully perform, or negative publicity related to, a high-profile project, including, among others, our joint venture in LUMA and large-scale infrastructure projects (i.e., electric transmission projects, renewable and other generation projects and data center and manufacturing facilities); • actual or potential involvement in a catastrophic fire, explosion, aviation incident, mechanical failure of infrastructure or similar event; or • actual or perceived responsibility for a serious accident or injury.
We also generate a significant portion of our revenues under fixed price contracts, including contracts for large projects and/or projects where we provide EPC services (e.g., large electric transmission and substation projects and renewable generation projects).
We also generate a significant portion of our revenues under fixed price contracts, including contracts for large projects and/or projects where we provide EPC services (e.g., large electric transmission and substation projects, power generation projects, data center facility projects).
We have strategically expanded these service offerings in recent years, including with respect to renewable energy projects, and the size and scope of these projects continues to increase.
We have strategically expanded these service offerings in recent years, including with respect to power generation projects, and the size and scope of these projects continues to increase.
If our subcontractors fail to perform their contractual obligations, fail to meet the expected completion dates or quality or safety standards or fail to comply with applicable laws, such shortcomings may subject us to claims or we may be required to incur additional costs or provide additional services to mitigate such shortcomings.
If our subcontractors fail to perform their contractual obligations, fail to meet the expected completion dates or quality or safety standards or fail to comply with applicable laws, such shortcomings may subject us to claims or liabilities, including from customers and third parties, or we may be required to incur additional costs or provide additional services to mitigate such shortcomings.
Additionally, if traditional utilities are unable to meet the electricity demand of certain industries, such as technology or manufacturing companies, it could alter existing operating models and could result in a reduction in demand for our services.
Additionally, if traditional utilities are unable to meet the electricity demand of certain industries, such as technology or manufacturing companies, while maintaining affordability of electric power to end consumers, it could alter existing operating models and could result in a reduction in demand for our services.
For the year ended December 31, 2024, we derived $2.07 billion, or 8.7%, of our consolidated revenues from foreign operations, the substantial majority of which was related to Canada and Australia.
For the year ended December 31, 2025, we derived $2.00 billion, or 7.0%, of our consolidated revenues from foreign operations, the substantial majority of which was related to Canada and Australia.
We expect to issue additional equity securities in the future in connection with these and other practices. Our Restated Certificate of Incorporation provides that we may issue up to 600,000,000 shares of common stock, of which 147,678,512 shares were outstanding as of December 31, 2024.
We expect to issue additional equity securities in the future in connection with these and other practices. Our Restated Certificate of Incorporation provides that we may issue up to 600,000,000 shares of common stock, of which 149,577,564 shares were outstanding as of December 31, 2025.
Changes in climate have caused, and are expected to continue to cause, among other things, increasing mean annual temperatures, rising sea levels and changes to meteorological and hydrological patterns, as well as impacts to the frequency and intensity of wildfires, hurricanes, floods, droughts, other storms and severe weather-related events and natural disasters.
Changes in climate have caused, and are expected to continue to cause, among other things, changes to meteorological and hydrological patterns, as well as impacts to the frequency and intensity of wildfires, hurricanes, floods, droughts, extreme heat, other storms and severe weather-related events and natural disasters.
For additional information on the terms of our senior credit facility, senior notes and commercial paper facility, please read Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
For additional information on the terms of our senior credit facility, senior notes and commercial paper facility, please read Note 10 of the Notes to Consolidated Financial Statements in Item 8.
Additionally, the market price of our common stock has fluctuated significantly in the past, and may fluctuate significantly in the future, in response to various factors, including events beyond our control, which could impact our ability to utilize capital markets to obtain funds.
Financial Statements and Supplementary Data in Part II of this Annual Report. 34 Additionally, the market price of our common stock has fluctuated significantly in the past, and may fluctuate significantly in the future, in response to various factors, including events beyond our control, which could impact our ability to utilize capital markets to obtain funds.
Furthermore, given our recent growth, we have become a more attractive target for lawsuits by various third parties.
Furthermore, given the growth that we have experienced, we have become a more attractive target for lawsuits by various third parties.
While we have security measures and technology in place to protect our and our clients’ confidential or proprietary company information, there can be no assurance that our efforts will prevent all threats to our systems and information.
Our security measures and technology to protect our and our clients’ confidential or proprietary company information may not be successful, and there can be no assurance that our efforts will prevent all threats to our systems and information.
We rely on information technology systems to manage our operations and other business processes and to protect sensitive company information. We also collect and retain information about our customers, stockholders, vendors, employees, contractors, business partners and other parties, all of whom expect that we will adequately protect such information.
We also collect and retain information about our customers, stockholders, vendors, employees, contractors, business partners and other parties, all of whom expect that we will adequately protect such information.
These changes have and could continue to significantly impact our future operating results and may have a long-term impact on our business, results of operation, financial condition and cash flows. While we seek to mitigate our risks associated with climate change, we recognize that there are inherent climate-related risks regardless of how and where we conduct our operations.
These changes have and may in the future impact our future operating results and may have a long-term impact on our business, results of operation, financial condition and cash flows. While we seek to mitigate these risks, we recognize that certain risks are inherent given how and where we conduct our operations.
We are also subject to numerous procurement rules and other public sector regulations when we contract with certain governmental agencies, any deemed violation of which could lead to fines or penalties or a loss of business.
Additionally, involvement with government contracts could require a significant amount of costs to be incurred before any revenues are realized. We are also subject to numerous procurement rules and other public sector regulations when we contract with certain governmental agencies, any deemed violation of which could lead to fines or penalties or a loss of business.
Our operations are decentralized with operating companies maintaining some of their own information systems, data and service providers. While our cybersecurity risk management program and processes, including policies, controls and procedures, are designed to cover our operating companies, there can be no assurance that these will be fully implemented, complied with or effective in protecting all information systems and operations.
There can be no assurance that our cybersecurity 23 risk management program and processes, including policies, controls and procedures, designed to apply to our operating companies will be fully implemented, complied with or effective in protecting all information systems and operations.
We have a significant amount of debt and debt service requirements. As of December 31, 2024, we had approximately $4.10 billion of outstanding long-term debt, net of current maturities. We also had $2.61 billion of aggregate undrawn borrowing capacity under our senior credit facility and commercial paper program as of December 31, 2024.
As of December 31, 2025, we had approximately $5.23 billion of outstanding long-term debt, net of current maturities. We also had $2.42 billion of aggregate undrawn borrowing capacity under our senior credit facility and commercial paper program as of December 31, 2025.
We may be unable to compete for projects if we are not able to obtain surety bonds, letters of credit or bank guarantees. A portion of our business depends on our ability to provide surety bonds, letters of credit, bank guarantees or other financial assurances.
A portion of our business depends on our ability to provide surety bonds, letters of credit, bank guarantees or other financial assurances.
A variety of events may cause the market price of our common stock to fluctuate significantly, including overall market conditions or volatility, actual or perceived negative financial results or other unfavorable information relating to us or our market peers. 35 We have a significant amount of debt, and our significant indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our other debt.
A variety of events may cause the market price of our common stock to fluctuate significantly, including overall market conditions or volatility, actual or perceived negative financial results or other unfavorable information relating to us or our market peers.
While these rules have been challenged judicially and their implementation has been stayed, if the rules are ultimately upheld, we might be subject to increased competition if the restrictive covenants entered into by key management personnel of acquired businesses are not enforceable or have expired, which could materially and adversely affect our business, financial condition, results of operations and cash flows.
Therefore, if a member of the key management of the business we acquire is terminated, we might be subject to increased competition if the restrictive covenants entered into by such person are not enforceable or have expired, which could materially and adversely affect our business, financial condition, results of operations and cash flows.
Risk Related to Financing Our Business • We may not have access to sufficient funding to finance desired growth and operations. • We have a significant amount of debt that can negatively impact our business. • We may not have sufficient cash flow to service our debt. • Our variable rate indebtedness subjects us to interest rate risk. • We may be unable to compete for projects if we cannot obtain surety bonds, letters of credit or bank guarantees. • A downgrade in our debt rating could restrict our ability to access capital markets. 16 Risks Related to Our Common Stock • Our sale or issuance of additional common stock or other equity securities could be dilutive to each stockholder’s ownership interest or affect the market price of our common stock. • There can be no assurance that we will declare or pay future dividends on our common stock. • Certain provisions of our governing documents could make an acquisition of Quanta more difficult.
Risk Related to Financing Our Business • We may not have access to sufficient funding to finance desired growth and operations. • We have a significant amount of debt that can negatively impact our business. • We may not have sufficient cash flow to service our debt. • Our variable rate indebtedness subjects us to interest rate risk. • We may be unable to compete for projects if we cannot obtain surety bonds, letters of credit or bank guarantees. • A downgrade in our debt rating could restrict our ability to access capital markets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes, among other things: • risk assessments designed to help identify material cybersecurity risks to our critical systems and information services; • a team comprising information technology (IT) security, IT infrastructure, and IT compliance personnel principally responsible for directing (i) our cybersecurity risk assessment processes, (ii) our security processes and (iii) our response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assist with development, testing and compliance in regards to our security controls and processes; • cybersecurity awareness training of employees with access to our IT systems; • a cybersecurity incident response plan and Security Operations Center to respond to cybersecurity incidents; • a third-party risk management process for service providers; and • procurement of insurance coverage that is intended to address certain aspects of cybersecurity risks.
Biggest changeOur cybersecurity risk management program includes, among other things: • risk assessments designed to help identify material cybersecurity risks to our critical systems and information services; • a team comprising information technology (IT) security, IT infrastructure, and IT compliance personnel principally responsible for directing (i) our cybersecurity risk assessment processes, (ii) our security processes and (iii) our response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assist with development, testing and compliance in regards to our security controls and processes; • cybersecurity awareness training of employees with access to our IT systems; • a cybersecurity incident response plan and Security Operations Center to respond to cybersecurity incidents; • a third-party risk management process for service providers based on our assessment of each provider’s operational criticality, level of access to our IT systems and relative risk profile; and • procurement of insurance coverage that is intended to address certain aspects of cybersecurity risks.
Our cybersecurity function is responsible for assessing and managing our material risks from cybersecurity threats, as well as informing management about and monitoring the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which include briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers and alerts and reports produced by security tools deployed 38 in the IT environment.
Our cybersecurity function is responsible for assessing and managing our material risks from cybersecurity threats, as well as informing management about and monitoring the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which include briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers and alerts and reports produced by security tools deployed in the IT environment.
During the year ended December 31, 2024, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected our operations, business strategy, results of operations or financial condition.
During the year ended December 31, 2025, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected our operations, business strategy, results of operations or financial condition.
The Board oversees management’s implementation of our cybersecurity risk management program, receiving regular reports from management (including our Senior Vice President of Technology) on our cybersecurity risks, including briefings on our cyber risk management program and cybersecurity incidents, and reviewing cybersecurity topics impacting companies with management and external experts.
The Board, including through its Safety, Operations and Risk Committee, oversees management’s implementation of our cybersecurity risk management program, receiving regular reports from management (including our Senior Vice President of Technology) on our cybersecurity risks, including briefings on our cyber risk management program 37 and cybersecurity incidents, and reviewing cybersecurity topics impacting companies with management and external experts.
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The Safety, Operations and Risk Committee reports to the full Board regarding its activities, including those related to cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, the total size of our owned and leased fleet was approximately 77,000 units. Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities. We believe that our equipment is generally well maintained and is suitable and adequate for our present operations.
Biggest changeWe also own a large fleet of aircraft, primarily helicopters, that are utilized in connection with our solution offerings. As of December 31, 2025, the total size of our owned and leased fleet was approximately 80,000 units. Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities.
Equipment We operate a fleet of owned and leased trucks and trailers, as well as support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, sidebooms, dozers, backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms, wire pullers, tensioners, helicopters and other aircraft.
Equipment We operate a fleet of owned and leased trucks and trailers, as well as support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, sidebooms, dozers, backhoes, excavators, trenchers, generators, boring machines, cranes, robotic arms, wire pullers and tensioners.
As of December 31, 2024, we owned 101 of our facilities and certain real property and leased the remainder.
As of December 31, 2025, we owned 123 of our facilities and certain real property and leased the remainder.
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We believe that our equipment is generally well maintained and is suitable and adequate for our present operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThese actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damage, environmental liabilities, wage and hour claims and other employment-related damages, punitive damages, consequential damages, civil penalties or other losses, or injunctive or declaratory relief, as well as interest and attorneys’ fees associated with such claims.
Biggest changeThese actions typically seek, among other things, compensation for alleged personal injury, property damage, breach of contract, negligence or gross negligence, environmental liabilities, wage and hour claims and other employment-related damages, punitive damages, consequential damages, civil penalties or other losses, or injunctive or declaratory relief, as well as interest and attorneys’ fees associated with such claims.
Environmental Matters Item 103 of Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that management reasonably believes will exceed a specified threshold. Pursuant to SEC regulations, we use a threshold of $1.0 million for such proceedings. ITEM 4.
Environmental Matters Item 103 of Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that management reasonably believes will exceed a specified threshold. Pursuant to SEC regulations, we use a threshold of $1.0 million for such proceedings. 38 ITEM 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Securities Subsequent to December 31, 2024, we completed two acquisitions, and a portion of the consideration consisted of the unregistered issuance of shares of our common stock. The aggregate consideration for these acquisitions included 515,822 shares of our common stock, valued at $161.6 million as of the respective acquisition dates.
Biggest changeUnregistered Sales of Securities On November 14, 2025 and December 9, 2025, we completed three acquisitions in which a portion of the consideration for the acquisitions consisted of the unregistered issuance of shares of our common stock.
The shares of common stock issued in these transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the shares were issued to the owners of the businesses acquired in a privately negotiated transaction not involving any public offering or solicitation.
The shares of common stock issued in these transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, (the Securities Act), as the shares were issued to the owners of the businesses acquired in a privately negotiated transaction not involving any public offering or solicitation.
(2) Includes shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit or performance stock unit awards or the settlement of previously vested but deferred restricted stock unit or performance stock unit awards. 40 Dividends We have declared a quarterly dividend during each quarter beginning in the fourth quarter of 2018, and we currently expect that comparable cash dividends will continue to be paid for the foreseeable future.
(2) Includes shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit or performance stock unit awards or the settlement of previously vested but deferred restricted stock unit and performance stock unit awards. 40 Dividends We have declared a quarterly dividend during each quarter beginning in the fourth quarter of 2018, and we currently expect that comparable cash dividends will continue to be paid for the foreseeable future.
Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Issuer Purchases of Equity Securities During the Fourth Quarter of 2024 The following table contains information about our purchases of equity securities during the three months ended December 31, 2024.
Issuer Purchases of Equity Securities During the Fourth Quarter of 2025 The following table contains information about our purchases of equity securities during the three months ended December 31, 2025.
The following graph compares, for the period from December 31, 2019 to December 31, 2024, the cumulative stockholder return on our common stock with the cumulative total return of the S&P 500 Index (the S&P 500), the S&P 500 Industrials Index (the S&P 500 Industrials) and a peer group selected by our management that includes public companies within our industries.
The following graph compares, for the period from December 31, 2020 to December 31, 2025, the cumulative stockholder return on our common stock with the cumulative total return of the S&P 500 Index (the S&P 500), the S&P 500 Industrials Index (the S&P 500 Industrials) and a peer group selected by our management that includes public companies within our industries.
For additional information about this acquisition, see Note 6 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report .
For additional information about these acquisitions, see Note 6 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report .
The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the S&P 500, the S&P 500 Industrials and the peer group on December 31, 2019 and tracks their relative performance through December 31, 2024.
The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the S&P 500, the S&P 500 Industrials and the peer group on December 31, 2020 and tracks their relative performance through December 31, 2025.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “PWR.” On February 17, 2025, there were approximately 417 holders of record of our common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “PWR.” On February 16, 2026, there were approximately 349 holders of record of our common stock.
Period Total Number of Shares Purchased (1) (2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1) October 1 - 31, 2024 Open Market Stock Repurchases (1) — $ — — $ 499,650,097 Tax Withholding (2) 5,568 $ 304.60 — November 1 - 30, 2024 Open Market Stock Repurchases (1) — $ — — $ 499,650,097 Tax Withholding (2) 18,994 $ 301.98 — December 1 - 31, 2024 Open Market Stock Repurchases (1) — $ — — $ 499,650,097 Tax Withholding (2) 23,074 $ 324.74 — As of December 31, 2024 47,636 — $ 499,650,097 _______________ (1) On May 24, 2023, we issued a press release announcing that our Board approved a stock repurchase program effective July 1, 2023 that authorizes us to purchase, from time to time through June 30, 2026, up to $500 million of our outstanding common stock.
Period Total Number of Shares Purchased (1) (2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1) October 1 - 31, 2025 Open Market Stock Repurchases (1) — $ — — $ 365,095,093 Tax Withholding (2) 1,283 $ 420.34 — November 1 - 30, 2025 Open Market Stock Repurchases (1) — $ — — $ 365,095,093 Tax Withholding (2) 21,018 $ 449.02 — December 1 - 31, 2025 Open Market Stock Repurchases (1) — $ — — $ 365,095,093 Tax Withholding (2) 10,252 $ 459.66 — As of December 31, 2025 32,553 — $ 365,095,093 _______________ (1) On May 24, 2023, we issued a press release announcing that our Board approved a stock repurchase program effective July 1, 2023 that authorizes us to purchase, from time to time through June 30, 2026, up to $500 million of our outstanding common stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Quanta Services, Inc., the S&P 500, the S&P 500 Industrials and the Peer Group December 31, 2019 2020 2021 2022 2023 2024 Quanta Services, Inc. $ 100.00 $ 177.74 $ 283.50 $ 353.32 $ 536.01 $ 785.80 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 S&P 500 Industrials $ 100.00 $ 111.06 $ 134.52 $ 127.15 $ 150.20 $ 176.44 Peer Group $ 100.00 $ 114.51 $ 160.27 $ 164.96 $ 188.62 $ 270.31 ITEM 6.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Quanta Services, Inc., the S&P 500, the S&P 500 Industrials and the Peer Group December 31, 2020 2021 2022 2023 2024 2025 Quanta Services, Inc. $ 100.00 $ 159.50 $ 198.79 $ 301.57 $ 442.11 $ 591.12 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P 500 Industrials $ 100.00 $ 121.12 $ 114.48 $ 135.24 $ 158.87 $ 189.72 Peer Group $ 100.00 $ 139.96 $ 144.05 $ 164.72 $ 236.05 $ 280.39 ITEM 6.
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The aggregate consideration paid at closing in these acquisitions included 413,823 shares of our common stock, valued at $187.0 million as of the respective acquisition dates.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. Reserved 42 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 56 ITEM 8. Financial Statements and Supplementary Data 58 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 112 ITEM 9A. Controls and Procedures 112 ITEM 9B.
Biggest changeITEM 6. Reserved 42 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 58 ITEM 8. Financial Statements and Supplementary Data 59 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 112 ITEM 9A. Controls and Procedures 112 ITEM 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table reconciles total remaining performance obligations to our backlog (a non-GAAP financial measure) by reportable segment, along with estimates of amounts expected to be realized within 12 months (in thousands): December 31, 2024 December 31, 2023 12 Month Total 12 Month Total Electric Power Remaining performance obligations $ 4,250,978 $ 7,320,481 $ 2,762,608 $ 4,505,830 Estimated orders under MSAs and short-term, non-fixed price contracts 5,907,359 12,583,574 5,597,732 10,995,198 Backlog $ 10,158,337 $ 19,904,055 $ 8,360,340 $ 15,501,028 Renewable Energy Remaining performance obligations $ 6,046,432 $ 8,333,547 $ 5,512,159 $ 8,005,368 Estimated orders under MSAs and short-term, non-fixed price contracts 291,244 390,205 118,770 119,634 Backlog $ 6,337,676 $ 8,723,752 $ 5,630,929 $ 8,125,002 Underground and Infrastructure Remaining performance obligations $ 953,983 $ 1,104,609 $ 1,017,227 $ 1,383,057 Estimated orders under MSAs and short-term, non-fixed price contracts 2,321,941 4,806,408 2,222,451 5,099,332 Backlog $ 3,275,924 $ 5,911,017 $ 3,239,678 $ 6,482,389 Total Remaining performance obligations $ 11,251,393 $ 16,758,637 $ 9,291,994 $ 13,894,255 Estimated orders under MSAs and short-term, non-fixed price contracts 8,520,544 17,780,187 7,938,953 16,214,164 Backlog $ 19,771,937 $ 34,538,824 $ 17,230,947 $ 30,108,419 The increases in both remaining performance obligations and backlog from December 31, 2023 to December 31, 2024 were partially due to the impact of acquisitions that occurred in the year ended December 31, 2024, as well as increased new project awards with existing customers. 50 Liquidity and Capital Resources Overview We plan to fund our working capital, capital expenditures, debt service, dividends and other cash requirements with our current available liquidity and cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control.
Biggest changeThese factors can cause revenues to be realized in periods and at levels that are different than originally projected. 50 The following table reconciles total remaining performance obligations to our backlog (a non-GAAP financial measure) by reportable segment along with estimates of amounts expected to be realized within 12 months (in thousands): December 31, 2025 December 31, 2024 12 Month Total 12 Month Total Electric Remaining performance obligations $ 14,188,737 $ 21,638,080 $ 10,297,410 $ 15,654,028 Estimated orders under MSAs and short-term, non-fixed price contracts 7,755,355 14,528,626 6,198,603 12,973,779 Backlog $ 21,944,092 $ 36,166,706 $ 16,496,013 $ 28,627,807 Underground and Infrastructure Remaining performance obligations $ 1,518,060 $ 2,124,934 $ 953,983 $ 1,104,609 Estimated orders under MSAs and short-term, non-fixed price contracts 2,404,135 5,684,768 2,321,941 4,806,408 Backlog $ 3,922,195 $ 7,809,702 $ 3,275,924 $ 5,911,017 Total Remaining performance obligations $ 15,706,797 $ 23,763,014 $ 11,251,393 $ 16,758,637 Estimated orders under MSAs and short-term, non-fixed price contracts 10,159,490 20,213,394 8,520,544 17,780,187 Backlog $ 25,866,287 $ 43,976,408 $ 19,771,937 $ 34,538,824 The increases in both remaining performance obligations and backlog from December 31, 2024 to December 31, 2025 were partially due to the impact of acquisitions that occurred in the year ended December 31, 2025, as well as new project awards with existing customers.
With respect to our Electric Power 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.
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.
Third quarter and fourth quarter revenues are typically the highest of the year, as a greater number of projects are underway and operating conditions, including weather, are normally more accommodating. During the fourth quarter, projects are often completed and customers often seek to spend their capital budgets before year end.
Third and fourth quarter revenues are typically the highest of the year, as a greater number of projects are underway and operating conditions, including weather, are normally more accommodating. During the fourth quarter, projects are often completed and customers often seek to spend their capital budgets before year end.
Our remaining performance obligations represent management’s estimate of consolidated revenues that are expected to be realized from the 49 remaining portion of firm orders under fixed price contracts not yet completed or for which work has not yet begun, which includes estimated revenues attributable to consolidated joint ventures and variable interest entities, revenues from funded and unfunded portions of government contracts to the extent they are reasonably expected to be realized, and revenues from change orders and claims to the extent management believes they will be earned and are probable of collection.
Our remaining performance obligations represent management’s estimate of consolidated revenues that are expected to be realized from the remaining portion of firm orders under fixed price contracts not yet completed or for which work has not yet begun, which includes estimated revenues attributable to consolidated joint ventures and variable interest entities, revenues from funded and unfunded portions of government contracts to the extent they are reasonably expected to be realized, and revenues from change orders and claims to the extent management believes they will be earned and are probable of collection.
Financial Statements and Supplementary Data in Part II of this Annual Report; and • obligations relating to our joint ventures, lawsuits and other legal proceedings, uncollectible accounts receivable, insurance liabilities, obligations relating to letters of credit, bonds and parent guarantees, obligations relating to employment agreements, indemnities and assumed liabilities, and residual value guarantees, which are described further in Notes 4, 10, 11 and 16 of the Notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data in Part II of this Annual Report; and 52 • obligations relating to our joint ventures, lawsuits and other legal proceedings, uncollectible accounts receivable, insurance liabilities, obligations relating to letters of credit, bonds and parent guarantees, obligations relating to employment agreements, indemnities and assumed liabilities, and residual value guarantees, which are described further in Notes 4, 10, 11 and 16 of the Notes to Consolidated Financial Statements in Item 8.
During 2024, we completed the acquisition of eight businesses in which a portion of the consideration, net of cash acquired, consisted of $1.75 billion in cash funded partially with a combination of cash and cash equivalents, borrowings from our commercial paper program and certain other financing transactions as described in Financing Activities below.
During 2024, we completed the acquisition of businesses in which a portion of the consideration, net of cash acquired, consisted of $1.75 billion in cash funded partially with a combination of cash and cash equivalents, borrowings from our commercial paper program and certain other financing transactions as described in Financing Activities below.
Financing costs paid directly by us during the year ended December 31, 2024 were $7.6 million, which related to the August 2024 issuance of senior notes, the short-term term loan and the amendment of our senior credit facility.
Financing costs paid directly by us during the year ended December 31, 2024 were $7.6 million, which related to the August 2024 issuance of senior notes, the short-term term loan and an amendment of our senior credit facility.
To the extent we prevail in matters for which a liability has been established, are required to pay amounts in excess of the established liability or experience a change in judgment, the change in the liability could increase or decrease income tax expense in the period of such determination.
To the extent we prevail in matters for which a liability has been established, are required to pay amounts in excess of the established liability or experience a change in judgment, the change in the liability could increase or decrease income tax expense in the period of such determination. 57
Financial Statements and Supplementary Data in Part II of this Annual Report; 51 • undistributed earnings of foreign subsidiaries and unrecognized tax benefits, which are described further in Note 12 of the Notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data in Part II of this Annual Report; • undistributed earnings of foreign subsidiaries and unrecognized tax benefits, which are described further in Note 12 of the Notes to Consolidated Financial Statements in Item 8.
A greater percentage of smaller scale or less complex work also could negatively impact margins due to the inefficiency of transitioning between a 44 greater number of smaller projects versus continuous production on fewer larger projects.
A greater percentage of smaller scale or less complex work also could negatively impact margins due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on fewer larger projects.
The quantitative impacts of changes in change orders and claims are also included therein. Due to the significant judgments utilized in the revenue and cost estimation process, if subsequent actual results and/or updated assumptions or estimates were to change from those utilized as of December 31, 2024, it could result in a material impact to our results of operations.
The quantitative impacts of changes in change orders and claims are also included therein. Due to the significant judgments utilized in the revenue and cost estimation process, if subsequent actual results and/or updated assumptions or estimates were to change from those utilized as of December 31, 2025, it could result in a material impact to our results of operations.
If we determine there is a change in the 55 valuation of long-lived assets during the measurement period, the change in estimate would result in a change in the amount of goodwill.
If we determine there is a change in the valuation of long-lived assets during the measurement period, the change in estimate would result in a change in the amount of goodwill.
(2) The amount for the year ended December 31, 2024 is foreign currency translation losses in connection with our substantial liquidation from Latin American operations. Remaining Performance Obligations and Backlog A performance obligation is a promise in a contract with a customer to transfer a distinct good or service.
(3) The amount for the year ended December 31, 2024 is foreign currency translation losses in connection with our substantial liquidation from Latin American operations. Remaining Performance Obligations and Backlog A performance obligation is a promise in a contract with a customer to transfer a distinct good or service.
Goodwill, Other Intangible Assets and Property, Plant and Equipment In connection with our annual goodwill assessments in 2024 and 2023, management performed a qualitative impairment assessment of our reporting units, which indicated that the fair value of our reporting units was greater than their carrying value including goodwill.
Goodwill, Other Intangible Assets and Property, Plant and Equipment In connection with our annual goodwill assessments in 2025 and 2024, management performed a qualitative impairment assessment of our reporting units, which indicated that the fair value of our reporting units was greater than their carrying value including goodwill.
Net cash used in financing activities in the year ended December 31, 2024 also included $155.6 million of payments to satisfy tax withholding obligations associated with stock-based compensation and the payment of $54.2 million of dividends.
Net cash used in financing activities in the year ended December 31, 2024 were also net of $155.6 million of payments to satisfy tax withholding obligations associated with stock-based compensation and the payment of $54.2 million of dividends.
With respect to our Renewable Energy segment, 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, substation infrastructure and battery storage), as well as interconnection services necessary to connect and transmit renewable-generated electricity to existing electric power delivery systems.
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.
We have various contingent obligations that could require the use of cash or impact the collection of cash in future periods; however, we are unable to accurately predict the timing and estimate the amount of such contingent obligations as of December 31, 2024.
We have various contingent obligations that could require the use of cash or impact the collection of cash in future periods; however, we are unable to accurately predict the timing and estimate the amount of such contingent obligations as of December 31, 2025.
The discussion summarizing the significant factors which affected the results of operations and financial condition for the year ended December 31, 2023, including the changes in results of operations between the years ended December 31, 2023 and 2022, can be found in Part II, Item 7.
The discussion summarizing the significant factors which affected the results of operations and financial condition for the year ended December 31, 2024, including the changes in results of operations between the years ended December 31, 2024 and 2023, can be found in Part II, Item 7.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of the impacts in changes in estimates on revenue and gross profit during the years ended December 31, 2024, 2023 and 2022.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of the impacts in changes in estimates on revenue and gross profit during the years ended December 31, 2025, 2024 and 2023.
Accordingly, a quantitative goodwill impairment test was not required, and no goodwill impairment was recognized in 2024 or 2023. Additionally, there were no material impairments related to other intangible assets or property, plant equipment in 2024 or 2023.
Accordingly, a quantitative goodwill impairment test was not required, and no goodwill impairment was recognized in 2025 or 2024. Additionally, there were no material impairments related to other intangible assets or property, plant equipment in 2025 or 2024.
The increase in operating margin was primarily attributable to improved performance on transmission and generation projects, partially offset by increased costs on two solar projects in the United States. Underground and Infrastructure Segment Results Revenues. The decrease in revenues for the year ended December 31, 2024 was primarily due to lower revenues from large pipeline projects.
The increase in operating margin was also impacted by improved performance on transmission and generation projects, partially offset by increased costs on two solar projects in the United States. Underground and Infrastructure Segment Results Revenues. The decrease in revenues for the year ended December 31, 2024 was primarily due to lower revenues from large pipeline projects.
As of December 31, 2024, these commitments are estimated to represent approximately 10% of our annual cost of services, with the substantial majority of the commitments payable in the year ending December 31, 2025.
As of December 31, 2025, these commitments are estimated to represent approximately 10% of our annual cost of services, with the substantial majority of the commitments payable in the year ending December 31, 2026.
Our larger or more complex projects typically include, among others, transmission projects with higher voltage capacities; pipeline projects with larger-diameter throughput capacities; large-scale renewable generation projects; complex data center projects; and projects with increased engineering, design or construction complexities, more difficult terrain or geographical requirements, or longer distance requirements.
Our larger or more complex projects typically include, among others, transmission projects with higher voltage capacities; pipeline projects with larger-diameter throughput capacities; large-scale power generation projects; complex data center projects; and projects with increased engineering, design or construction complexities, more difficult terrain or geographical requirements, or longer distance 44 requirements.
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.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 20, 2025.
The increase in operating income and operating margin for the year ended December 31, 2024 was primarily due to the increase in revenues and change in the overall mix of work, including an increase in higher margin emergency restoration services. Renewable Energy Segment Results Revenues.
The increase in operating income and operating margin for the year ended December 31, 2024 was primarily due to the increase in revenues and change in the overall mix of work, including an increase in higher margin emergency restoration services.
As of December 31, 2024 and 2023, MSAs accounted for 38% and 45% of our estimated 12-month backlog and 48% and 55% 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.
As of December 31, 2025 and 2024, MSAs accounted for 37% and 38% of our estimated 12-month backlog and 44% 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.
For additional information regarding the amendment to our senior credit facility and the issuance of the senior notes, see Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
For additional information regarding the issuance of the senior notes, see Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
We expect capital expenditures for property and equipment purchases for the year ended December 31, 2025 to be approximately $500 million to $550 million. We also expect to continue to allocate significant capital to strategic acquisitions and investments, as well as to pay dividends and to repurchase our outstanding common stock and/or debt securities.
We expect capital expenditures for property and equipment purchases for the year ended December 31, 2026 to be approximately $750 million to $800 million. We also expect to continue to allocate significant capital to strategic acquisitions and investments, as well as to pay dividends and to repurchase our outstanding common stock and/or debt securities.
As of December 31, 2024, the amount accrued for employer’s liability, workers’ compensation, auto liability and general liability totaled $373.6 million. Although we believe that we have reasonably estimated our insurance liability, it is possible that actual results could differ from recorded retained liabilities.
As of December 31, 2025, the amount accrued for employer’s liability, workers’ compensation, auto liability and general liability totaled $487.7 million. Although we believe that we have reasonably estimated our insurance liability, it is possible that actual results could differ from recorded retained liabilities.
Approximately 60.0% of our revenues recognized during the year ended December 31, 2024 were associated with this revenue recognition method. Refer to Contract Estimates and Changes in Estimates in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
Approximately 63.8%, 60.0% and 56.5% of our revenues recognized during the years ended December 31, 2025, 2024 and 2023 were associated with this revenue recognition method. Refer to Contract Estimates and Changes in Estimates in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
Foreign currency translation adjustment loss in the year ended December 31, 2024 primarily resulted from the strengthening of the U.S. dollar against both the Canadian and Australian dollars as of December 31, 2024 when compared to December 31, 2023.
Foreign currency translation adjustment gain in the year ended December 31, 2025 primarily resulted from the weakening of the U.S. dollar against both the Canadian and Australian dollars as of December 31, 2025 when compared to December 31, 2024.
The increase in revenues for the year ended December 31, 2024 was primarily due to approximately $1.22 billion in revenues attributable to acquired businesses in 2024 and the rising demand for our services. Operating Income.
The increase in revenues for the year ended December 31, 2024 was primarily due to approximately $1.54 billion in revenues attributable to acquired businesses in 2024 and the rising demand for our services, including generation and transmission services for renewable generation projects. Operating Income.
(5) Amounts represen t estimates of capital commitments for investments in unconsolidated affiliates, including $45.0 million related to a limited partnership interest in a fund that targets investments in certain portfolio companies that operate businesses related to the transition to a reduced-carbon economy.
(6) Amounts represen t estimates of capital commitments for investments in unconsolidated affiliates, the majority of which is related to a limited partnership interest in a fund that targets investments in certain portfolio companies that operate businesses related to the transition to a reduced-carbon economy.
Additionally, as of December 31, 2024, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $3.35 billion.
Additionally, as of December 31, 2025, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $2.86 billion.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of our accounting policies related to income taxes, the identification and measurement of deferred tax assets and liabilities, the measurement of valuation allowances on deferred tax assets, benefits from uncertain tax positions and the amount of unrecognized tax benefits that are reasonably possible of being adjusted within 12 months due to the expiration of a statute of limitations and/or resolution of examinations with taxing authorities.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of our accounting policies related to income taxes, the identification and measurement of deferred tax assets and liabilities, the measurement of valuation allowances on deferred tax assets, benefits from uncertain tax positions and/or resolution of examinations with taxing authorities.
Results for each of our business segments and corporate and non-allocated costs are discussed in Segment Results below. Interest and other financing expenses. Approximately half of the increase resulted from higher principal balances and lease financing transactions as compared to the year ended December 31, 2023. Interest income .
Results for each of our business segments and corporate and non-allocated costs are discussed in Segment Results below. 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 year ended December 31, 2024.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of how we determine our allowance for credit losses, which is based on an estimate of expected credit losses for financial instruments, primarily accounts receivable (including unbilled receivables) and contract assets, as well as activity in the allowance for credit losses.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of how we determine our allowance for credit losses, which is based on an estimate of expected credit losses for financial instruments, primarily accounts receivable (including unbilled receivables) and contract assets, as well as activity in the allowance for credit losses. 56 Should anticipated collections fail to materialize, or if future economic conditions deteriorate, we could experience an increase in our allowance for credit losses.
(CEI) during 2024 also resulted in increased services for our critical path electrical design and installation solutions from the technology and data center industry.
(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 Electric Infrastructure Solutions segment will consist of the historical Electric Power and Renewable Energy segments. 48 Non-GAAP Financial Measures EBITDA and Adjusted EBITDA EBITDA and adjusted EBITDA, financial measures not recognized under GAAP, when used in connection with net income attributable to common stock, are intended to provide useful information to investors and analysts as they evaluate our performance.
Non-GAAP Financial Measures EBITDA and Adjusted EBITDA EBITDA and adjusted EBITDA, financial measures not recognized under GAAP, when used in connection with net income attributable to common stock, are intended to provide useful information to investors and analysts as they evaluate our performance.
Despite these positive longer-term trends, in prior periods supply chain challenges, policy and regulatory uncertainty and other factors have resulted in project delays.
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.
(2) Amounts represent undiscounted operating and finance lease obligations as of December 31, 2024. The corresponding amounts recorded on our December 31, 2024 consolidated balance sheet represent the present value of these amounts. (3) Amounts represent capital committed for the purchase of equipment.
(2) Amounts represent undiscounted operating and finance lease obligations as of December 31, 2025. The corresponding amounts recorded on our December 31, 2025 consolidated balance sheet represent the present value of these amounts. (3) Amounts represent undiscounted operating lease obligations that had not commenced as of December 31, 2025.
Significant Factors Impacting Results Our revenues, profit, margins and other results of operations can be influenced by a variety of factors in any given period, including those described in Item 1. Business and Item 1A.
For additional information regarding our overall business environment, see Overview in Part I, Item 1. Business of this Annual Report. Significant Factors Impacting Results Our revenues, profit, margins and other results of operations can be influenced by a variety of factors in any given period, including those described in Item 1. Business and Item 1A.
Investing Activities Net cash used in investing activities in the year ended 2024 included $1.75 billion related to acquisitions, $604.1 million of capital expenditures and $81.9 million cash paid primarily for non-integral equity method investments.
Partially offsetting these items were $51.9 million of proceeds from the sale of, and insurance settlements related to, property and equipment. Net cash used in investing activities in the year ended December 31, 2024 included $1.75 billion related to acquisitions, $604.1 million of capital expenditures and $81.9 million cash paid primarily for non-integral equity method investments.
However, severe weather events can also increase our emergency restoration services, which typically yield higher margins due in part to higher equipment utilization and absorption of fixed costs. Demand for services .
However, severe weather events can also increase our emergency restoration services, which typically yield higher margins due in part to higher equipment utilization and absorption of fixed costs. Demand for services . Some of our services are provided under contracts, including MSAs and similar agreements, pursuant to which our customers are not committed to specific volumes of our services.
Amortization of intangible assets. The increase was related to incremental amortization expense associated with recent acquisitions, including CEI. Operating income.
The increase was related to incremental amortization expense associated with acquisitions, primarily the acquisitions of Dynamic Systems and CEI. Operating income.
Negatively impacting DSO and cash flow from operating activities for both the years ended December 31, 2024 and 2023 were unapproved change orders and claims included in contract assets from the aforementioned large renewable transmission project in Canada.
Negatively impacting DSO and cash flow from operating activities for both the years ended December 31, 2025 and 2024 were change orders and claims included in contract assets from the large renewable transmission project in Canada further described in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
Operating income was positively impacted by a $278.2 million increase in operating income for our Electric Power segment and a $189.9 million increase in operating income for our Renewable Energy segment, partially offset by a $112.9 million decrease in operating income for our Underground and Infrastructure segment and a $136.7 million increase in corporate and non-allocated costs, which includes amortization expense.
Operating income was positively impacted by a $401.6 million increase in operating income for our Electric segment and a $133.2 million increase in operating income for our Underground and Infrastructure segment, partially offset by a $269.8 million increase in corporate and non-allocated costs, which includes amortization expense.
Change in Reportable Segments Beginning in the three months ending March 31, 2025, our Chief Executive Officer reevaluated how he assesses performance and allocates resources, which resulted in a change in the reporting of management’s internal financial information.
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.
Corporate and Non-Allocated Costs The increase in corporate and non-allocated costs during the year ended December 31, 2024 was primarily due to a $93.9 million increase in intangible asset amortization expense associated with recent acquisitions, including CEI, and a $36.0 million increase in compensation expense, which was primarily attributable to increased non-cash stock compensation and salary expense in support of business growth and associated with acquisitions.
Corporate and Non-Allocated Costs The increase in corporate and non-allocated costs during the year ended December 31, 2025 was primarily due to a $115.8 million increase in intangible asset amortization expense and a $54.0 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.
The decrease in operating income and operating margin for the year ended December 31, 2024 was primarily due to decreased revenues and overall mix of work performed during the period, which contributed to lower levels of fixed cost absorption, and an $11.9 million loss recorded during the year ended related to the disposition of a non-core business.
The decrease in operating income and operating margin for the year ended December 31, 2024 was primarily due to decreased revenues and overall mix of work performed during the period, which contributed to lower levels of fixed cost absorption, and an $11.9 million loss recorded during the year ended December 31, 2024 related to the disposition of a non-core business. 48 Corporate and Non-Allocated Costs The increase in corporate and non-allocated costs during the year ended December 31, 2024 was primarily due to a $93.9 million increase in intangible asset amortization expense associated with acquisitions, including CEI, and a $36.0 million increase in compensation expense, which was primarily attributable to increased non-cash stock compensation and salary expense in support of business growth and associated with acquisitions.
As a result, we will begin reporting the results of our two operating segments, which will also be our two reportable segments: (1) Electric Infrastructure Solutions and (2) Underground Utility and Infrastructure Solutions.
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 increase in revenues for the year ended December 31, 2024 was primarily due to increased demand for generation and transmission services for renewable generation projects, as well as approximately $320 million in revenues attributable to acquired businesses. Operating Income. The increase in operating income was primarily due to the increase in revenues during the year ended December 31, 2024.
The increase in revenues for the year ended December 31, 2025 was primarily due to increased demand for our services, as well as approximately $1.87 billion in revenues attributable to acquired businesses. Operating Income.
DSO at December 31, 2024 was 59 days, which was lower than DSO of 68 days at December 31, 2023 and lower than our five-year historical average DSO of 79 days.
DSO as of December 31, 2025 was 60 days, which was slightly higher than DSO of 59 days as of December 31, 2024 and lower than our five-year historical average DSO of 75 days.
Acquisitions Contingent Consideration. Refer to Contingent Consideration in Note 6 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report for a description of how contingent consideration liabilities are determined and the related assumptions and uncertainties utilized for our estimates, as well as the balances and account activity.
Financial Statements and Supplementary Data in Part II of this Annual Report for a description of how contingent consideration liabilities are determined and the related assumptions and uncertainties utilized for our estimates, as well as the balances and account activity. The maximum amount payable related to these liabilities is also included therein. Valuation of Long-Lived Assets.
Overview Our 2024 results reflect increased demand for our services, as consolidated revenues and operating income increased as compared to 2023, primarily due to increased revenues and operating income for our Renewable Energy Infrastructure Solutions (Renewable Energy) and Electric Power Infrastructure Solutions (Electric Power) segments.
Overview 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.
Financing Activities In July 2024, we entered into, and borrowed the full amount available under, a $400.0 million 90-day term loan facility outside of our senior credit facility and utilized these borrowings, together with $1.20 billion of borrowings under our commercial paper program and cash on hand, to finance the acquisition of CEI, as well as pay certain related costs and expenses and fund certain working capital requirements.
Net cash provided by financing activities in the year ended December 31, 2025 were also net of $134.6 million of repurchases of common stock, $112.3 million of payments to satisfy tax withholding obligations associated with stock-based compensation, $102.6 million of payments for contingent consideration liabilities and $60.4 million for the payment of dividends. 55 In July 2024, we entered into, and borrowed the full amount available under, a $400.0 million 90-day term loan facility outside of our senior credit facility and utilized these borrowings, together with $1.20 billion of borrowings under our commercial paper program and cash on hand, to finance the acquisition of CEI, as well as pay certain related costs and expenses and fund certain working capital requirements.
Classification of our operating company revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Integrated operations and common administrative support for operating companies require that certain allocations be made to determine segment profitability, including allocations of corporate shared and indirect operating costs, as well as general and administrative costs.
Integrated operations and common administrative support for operating companies require that certain allocations be made to determine segment profitability, including allocations of corporate shared and indirect operating costs, as well as general and administrative costs.
In August 2024, we issued $1.25 billion aggregate principal amount of senior notes and received net proceeds of $1.24 billion and used the proceeds to repay certain borrowings that were utilized to acquire CEI.
Financing Activities In August 2025, we issued $1.50 billion aggregate principal amount of senior notes and received net proceeds of $1.49 billion, net of the original issue discount and underwriting discounts, and used the proceeds to repay certain borrowings that were utilized to acquire Dynamic Systems.
Revenues increased due to a $1.68 billion increase in revenues from our Renewable Energy segment and a $1.47 billion increase in revenues from our Electric Power segment, partially offset by a $354.6 million decrease in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues. Cost of services.
Revenues increased due to a $3.99 billion increase in revenues from our Electric segment and an $817.8 million increase in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues. Cost of services.
The components of our provision for income taxes including changes in our valuation allowance are quantified and described in more detail in Note 12 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. Net income attributable to non-controlling interests.
This increase in rate was partially offset by $12.0 million decrease in accruals for changes in uncertain tax positions compared to 2024. The components of our provision for income taxes are quantified in more detail in Note 12 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
We expect to continue to utilize cash for similar financing activities in the future, including repayments of our outstanding debt, payment of cash dividends and repurchases of our common stock and/or debt securities. 54 Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP.
We expect to continue to utilize cash for similar financing activities in the future, including repayments of our outstanding debt, payment of cash dividends and repurchases of our common stock and/or debt securities.
Certain corporate costs are not allocated, including corporate facility costs; non-allocated corporate salaries, benefits and incentive compensation; acquisition and integration costs; non-cash stock-based compensation; amortization related to intangible assets; asset impairments related to goodwill and intangible assets; and change in fair value of contingent consideration liabilities. 47 The following table sets forth segment revenues, segment operating income (loss) and operating margins for the periods indicated, as well as the dollar and percentage change from the prior period (dollars in thousands): Year Ended December 31, Change 2024 2023 $ % Revenues : Electric Power $ 11,166,495 47.2 % $ 9,696,897 46.5 % $ 1,469,598 15.2 % Renewable Energy 7,845,884 33.1 6,170,301 29.5 1,675,583 27.2 % Underground and Infrastructure 4,660,416 19.7 5,015,008 24.0 (354,592) (7.1) % Consolidated revenues $ 23,672,795 100.0 % $ 20,882,206 100.0 % $ 2,790,589 13.4 % Operating income (loss): Electric Power $ 1,291,580 11.6 % $ 1,013,350 10.5 % $ 278,230 27.5 % Renewable Energy 667,112 8.5 % 477,208 7.7 % 189,904 39.8 % Underground and Infrastructure 265,030 5.7 % 377,977 7.5 % (112,947) (29.9) % Corporate and Non-Allocated Costs (877,254) (3.7) % (740,559) (3.5) % (136,695) 18.5 % Consolidated operating income $ 1,346,468 5.7 % $ 1,127,976 5.4 % $ 218,492 19.4 % Electric Power Segment Results Revenues.
The following table sets forth segment revenues, segment operating income, corporate and non-allocated costs and operating margins for the periods indicated, as well as the dollar and percentage change from the prior period (dollars in thousands): Year Ended December 31, Change 2024 2023 $ % Revenues : Electric $ 19,012,379 80.3 % $ 15,867,198 76.0 % $ 3,145,181 19.8 % Underground and Infrastructure 4,660,416 19.7 5,015,008 24.0 (354,592) (7.1) % Consolidated revenues $ 23,672,795 100.0 % $ 20,882,206 100.0 % $ 2,790,589 13.4 % Operating income (loss): Electric $ 1,958,692 10.3 % $ 1,490,558 9.4 % $ 468,134 31.4 % Underground and Infrastructure 265,030 5.7 % 377,977 7.5 % (112,947) (29.9) % Corporate and Non-Allocated Costs (877,254) (3.7) % (740,559) (3.5) % (136,695) 18.5 % Consolidated operating income $ 1,346,468 5.7 % $ 1,127,976 5.4 % $ 218,492 19.4 % Electric Segment Results Revenues.
With respect to this variable rate debt, assuming the principal amount outstanding and interest rate in effect as of December 31, 2024 remained the same, the annual cash interest expense would be approximately $42.1 million related to the term loan payable until October 8, 2026, the maturity date of the term loan, and $1.1 million related to the revolving loans payable until July 31, 2029, the maturity date of our senior credit facility.
Interest payments related to our senior credit facility and commercial paper program are not included due to their variable interest rates. With respect to this variable rate debt, assuming the principal amount outstanding and interest rates in effect as of December 31, 2025 remained the same, the annual cash interest expense would be approximately $46.7 million.
Year Ended December 31, 2024 2023 Net income attributable to common stock (GAAP as reported) $ 904,824 $ 744,689 Interest and other financing expenses 202,687 186,913 Interest income (32,404) (10,830) Provision for income taxes 284,747 219,267 Depreciation expense 359,363 324,786 Amortization of intangible assets 382,959 289,014 Interest, income taxes, depreciation and amortization included in equity in earnings of integral unconsolidated affiliates 21,114 19,936 EBITDA 2,123,290 1,773,775 Non-cash stock-based compensation 150,526 126,762 Acquisition and integration costs 29,994 42,837 Equity in earnings of non-integral unconsolidated affiliates (2,649) (1,263) Loss on disposition of business (gain on sale of investment), net (1) 4,370 (1,496) Foreign currency translation losses (2) 18,531 — Change in fair value of contingent consideration liabilities 7,064 6,568 Adjusted EBITDA $ 2,331,126 $ 1,947,183 (1) The amount for the year ended December 31, 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.
Year Ended December 31, 2025 2024 Net income attributable to common stock (GAAP as reported) $ 1,028,378 $ 904,824 Interest and other financing expenses 261,445 202,687 Interest income (15,702) (32,404) Provision for income taxes 347,588 284,747 Depreciation expense 411,538 359,363 Amortization of intangible assets 498,795 382,959 Interest, income taxes, depreciation and amortization included in equity in earnings of integral unconsolidated affiliates 28,014 21,114 EBITDA 2,560,056 2,123,290 Non-cash stock-based compensation 181,947 150,526 Acquisition and integration costs (1) 94,109 29,994 Equity in losses (earnings) of non-integral unconsolidated affiliates 9,172 (2,649) (Gain) loss on sale of investments and business (2) (205) 4,370 Foreign currency translation losses (3) — 18,531 Increase in fair value of contingent consideration liabilities 31,203 7,064 Adjusted EBITDA $ 2,876,282 $ 2,331,126 49 (1) The amount for the year ended December 31, 2025 includes $19.6 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.
Net cash provided by financing activities in the year ended December 31, 2023 included $408.7 million of net borrowings under our senior credit facility and commercial paper program, partially offset by $119.8 million of payments to satisfy tax withholding obligations associated with stock-based compensation and $47.8 million of dividends.
Net cash provided by financing activities in the year ended December 31, 2025 included $255.3 million of net borrowings under our senior credit facility and commercial paper program.
Financial Statements and Supplementary Data in Part II of this Annual Report. Comprehensive income increased by $42.6 million in 2024 as compared to 2023, primarily due to a $176.6 million increase in net income and $18.5 million of foreign currency translation losses recognized to net income in connection with our substantial liquidation from Latin American operations.
Comprehensive income. See Statements of Comprehensive Income in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. Comprehensive income attributable to common stock increased by $278.8 million in 2025 as compared to 2024, primarily due to a $172.9 million increase in foreign currency translation adjustments and a $114.6 million increase in net income.
The maximum amount payable related to these liabilities is also included therein. Valuation of Long-Lived Assets. Refer to Notes 2 and 6 of the Notes to Consolidated Financial Statements in Item 8.
Refer to Notes 2 and 6 of the Notes to Consolidated Financial Statements in Item 8.
We expect that some of these orders will be assigned to third-party leasing companies and made available to us under certain of our master equipment lease agreements. (4) Amounts represent other purchase commitments not reflected in our consolidated balance sheet, primarily for inventory and general and administrative services, including information technology services.
We expect that some of these orders related to the expansion of our equipment fleet will be assigned to third-party leasing companies and made available to us under certain of our master equipment lease agreements, thereby releasing us from our capital commitments.
For additional information regarding our recent acquisitions, refer to Note 6 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.
Our debt financing arrangements are more fully described in Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. We expect the strong demand for our services will continue.
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. For additional information regarding our overall business environment, see Overview in Part I, Item 1. Business of this Annual Report.
Our remaining performance obligations and backlog were $23.76 billion and $43.98 billion as of December 31, 2025, representing increases of 41.8%, and 27.3% 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.
Year Ended December 31, Change 2024 2023 $ % Revenues $ 23,672,795 100.0 % $ 20,882,206 100.0 % $ 2,790,589 13.4 % Cost of services 20,162,034 85.2 17,945,120 85.9 2,216,914 12.4 % Gross profit 3,510,761 14.8 2,937,086 14.1 573,675 19.5 % Equity in earnings of integral unconsolidated affiliates 50,484 0.2 41,609 0.2 8,875 21.3 % Selling, general and administrative expenses (1,824,754) (7.7) (1,555,137) (7.4) (269,617) 17.3 % Amortization of intangible assets (382,959) (1.6) (289,014) (1.5) (93,945) 32.5 % Change in fair value of contingent consideration liabilities (7,064) — (6,568) — (496) 7.6 % Operating income 1,346,468 5.7 1,127,976 5.4 218,492 19.4 % Interest and other financing expenses (202,687) (0.9) (186,913) (1.0) (15,774) 8.4 % Interest income 32,404 0.1 10,830 0.1 21,574 199.2 % Other income, net 35,845 0.2 18,063 0.1 17,782 98.4 % Income before income taxes 1,212,030 5.1 969,956 4.6 242,074 25.0 % Provision for income taxes 284,747 1.2 219,267 1.0 65,480 29.9 % Net income 927,283 3.9 750,689 3.6 176,594 23.5 % Less: Net income attributable to non-controlling interests 22,459 0.1 6,000 — 16,459 274.3 % Net income attributable to common stock $ 904,824 3.8 % $ 744,689 3.6 % $ 160,135 21.5 % Revenues.
Year Ended December 31, Change 2025 2024 $ % Revenues $ 28,479,697 100.0 % $ 23,672,795 100.0 % $ 4,806,902 20.3 % Cost of services 24,204,616 85.0 20,162,034 85.2 4,042,582 20.1 % Gross profit 4,275,081 15.0 3,510,761 14.8 764,320 21.8 % Equity in earnings of integral unconsolidated affiliates 55,635 0.2 50,484 0.2 5,151 10.2 % Selling, general and administrative expenses (2,189,209) (7.7) (1,824,754) (7.7) (364,455) 20.0 % Amortization of intangible assets (498,795) (1.7) (382,959) (1.6) (115,836) 30.2 % Increase in fair value of contingent consideration liabilities (31,203) (0.1) (7,064) — (24,139) 341.7 % Operating income 1,611,509 5.7 1,346,468 5.7 265,041 19.7 % Interest and other financing expenses (261,445) (1.0) (202,687) (0.9) (58,758) 29.0 % Interest income 15,702 0.1 32,404 0.1 (16,702) (51.5) % Other income, net 23,739 0.1 35,845 0.2 (12,106) (33.8) % Income before income taxes 1,389,505 4.9 1,212,030 5.1 177,475 14.6 % Provision for income taxes 347,588 1.2 284,747 1.2 62,841 22.1 % Net income 1,041,917 3.7 927,283 3.9 114,634 12.4 % Less: Net income attributable to non-controlling interests 13,539 0.1 22,459 0.1 (8,920) (39.7) % Net income attributable to common stock $ 1,028,378 3.6 % $ 904,824 3.8 % $ 123,554 13.7 % Revenues.
Should anticipated collections fail to materialize, or if future economic conditions deteriorate, we could experience an increase in our allowance for credit losses. If our historical loss ratio had been 5 basis points higher or lower as of December 31, 2024, our provision for credit loss would have increased or decreased $2.9 million during the year ended December 31, 2024.
If our historical loss ratio had been five basis points higher or lower as of December 31, 2025, our provision for credit loss would have increased or decreased $4.0 million during the year ended December 31, 2025. Acquisitions Contingent Consideration. Refer to Contingent Consideration in Note 6 of the Notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data in Part II of this Annual Report . 52 Our available commitments under our senior credit facility and cash and cash equivalents as of December 31, 2024 were as follows (in thousands): December 31, 2024 Total capacity available for revolving loans, credit support for commercial paper program and letters of credit $ 2,800,000 Less: Borrowings of revolving loans 22,945 Letters of credit outstanding 167,401 Available commitments for revolving loans, credit support for commercial paper program and letters of credit 2,609,654 Plus: Cash and cash equivalents (1) 741,960 Total available commitments under senior credit facility and cash and cash equivalents $ 3,351,614 (1) Further information with respect to our cash and cash equivalents is set forth below and in Note 17 of the Notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data in Part II of this Annual Report . 53 Our available commitments under our senior credit facility and cash and cash equivalents as of December 31, 2025 were as follows (in thousands): December 31, 2025 Total capacity available for revolving loans, credit support for commercial paper program and letters of credit $ 2,800,000 Less: Commercial paper program notes outstanding (1) 316,000 Letters of credit outstanding 65,658 Available commitments for revolving loans, credit support for commercial paper program and letters of credit 2,418,342 Plus: Cash and cash equivalents (2) 439,508 Total $ 2,857,850 (1) Amounts represent unsecured notes issued under our commercial paper program, which allows for a maximum aggregate amount of $2.80 billion of notes outstanding at any time.
Financial Statements and Supplementary Data in Part II of this Annual Report. This amount includes $259.8 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.
(2) Further information with respect to our cash and cash equivalents is set forth below and in Note 17 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. This amount includes $207.5 million in jurisdictions outside of the U.S., principally in Australia.
Sources and Uses of Cash, Cash Equivalents and Restricted Cash During the Years Ended December 31, 2024 and 2023 In summary, our cash flows for each period were as follows (in thousands): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 2,081,196 $ 1,575,952 Net cash used in investing activities $ (2,294,319) $ (989,650) Net cash (used in) provided by financing activities $ (305,636) $ 268,500 53 Operating Activities Net cash provided by operating activities of $2.08 billion and $1.58 billion in 2024 and 2023 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,” “Accounts payable and accrued expenses,” and “Contract liabilities.” Net cash provided by operating activities during the year ended December 31, 2023 was negatively impacted by incremental working capital requirements and the timing of the associated billings related to the large renewable transmission project in Canada as discussed further in Note 4 of the Notes to Consolidated Financial Statements in Item 8.
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. 54 Sources and Uses of Cash, Cash Equivalents and Restricted Cash During the Years Ended December 31, 2025 and 2024 In summary, our cash flows for each period were as follows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 2,229,970 $ 2,081,196 Net cash used in investing activities $ (3,830,974) $ (2,294,319) Net cash provided by (used in) financing activities $ 1,274,984 $ (305,636) Operating Activities Net cash provided by operating activities of $2.23 billion and $2.08 billion in 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.” 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.
During 2024, increased revenues and operating income contributed to $2.08 billion of net cash provided by operating activities, a 32.1% increase compared to 2023, which allowed us to execute our business plan, including the strategic acquisition of certain businesses, for which we utilized $1.75 billion of cash, net of cash acquired, and the payment of $54.2 million in dividends associated with our common stock.
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 $3.30 billion of cash; repurchases of $134.6 million of common stock, and payments of $60.4 million in dividends 43 associated with our common stock.
Segment Results Through December 31, 2024, we reported our results under three reportable segments: Electric Power, Renewable Energy and Underground and Infrastructure. Reportable segment information, including revenues and operating income by type of work, is gathered from each of our operating companies.
Segment Results Reportable segment information, including revenues and operating income by type of work, is gathered from each of our operating companies. Classification of our operating company revenues by type of work for segment reporting purposes can at times require judgment on the part of management.
The following table summarizes, as of December 31, 2024, our cash requirements from contractual obligations that are due within the twelve months subsequent to December 31, 2024 and thereafter, excluding certain amounts discussed below (in thousands): Due in 2025 Due Thereafter Total Long-term debt, including current portion - principal $ 51,039 $ 3,984,274 $ 4,035,313 Long-term debt - cash interest (1) 137,538 886,285 1,023,823 Operating lease obligations (2) 107,468 247,365 354,833 Finance lease obligations (2) 13,225 41,826 55,051 Short-term lease obligations 27,345 — 27,345 Equipment purchase commitments (3) 68,797 25,036 93,833 Other purchase commitments (4) 117,730 36,267 153,997 Capital commitment related to investments in unconsolidated affiliates (5) 19,667 48,936 68,603 Total cash requirements from contractual obligations $ 542,809 $ 5,269,989 $ 5,812,798 (1) Amounts represent cash interest and other financing expenses associated primarily with our senior notes.
The following table summarizes, as of December 31, 2025, our cash requirements from contractual obligations that are due within the twelve months subsequent to December 31, 2025 and thereafter, excluding certain amounts 51 discussed below (in thousands): Due in 2026 Due Thereafter Total Long-term debt, including current portion - principal $ 689,829 $ 5,110,828 $ 5,800,657 Long-term debt - cash interest (1) 213,185 1,144,780 1,357,965 Operating lease obligations (2) 133,445 350,890 484,335 Operating lease obligations that have not yet commenced (3) 3,851 43,873 47,724 Finance lease obligations (2) 71,256 25,438 96,694 Short-term lease obligations 42,109 — 42,109 Equipment purchase commitments (4) 265,098 83,949 349,047 Other purchase commitments (5) 183,852 150,154 334,006 Capital commitment related to investments in unconsolidated affiliates (6) 22,983 58,832 81,815 Total cash requirements from contractual obligations $ 1,625,608 $ 6,968,744 $ 8,594,352 (1) Amounts represent cash interest and other financing expenses associated primarily with our senior notes.
Subsequent to December 31, 2024, we completed the acquisitions of two businesses in which a portion of the consideration consisted of $374.9 million in cash paid on each respective acquisition date funded with a combination of cash and cash equivalents and borrowings from our commercial paper program.
During 2025, we completed the acquisition of businesses in which a portion of the consideration, net of cash acquired, consisted of $3.05 billion in cash funded with a combination of cash and cash equivalents, borrowings under our debt financing arrangements and proceeds from the issuance of senior notes.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on these borrowings outstanding as of December 31, 2024, we estimate that a 50 basis point increase or decrease in interest rates would impact annual interest expense by approximately $3.7 million. As of December 31, 2024, we had no outstanding unsecured notes under our commercial paper program.
Biggest changeBased on these borrowings outstanding under our senior credit facility as of December 31, 2025, we estimate that a 50 basis point increase or decrease in interest rates would impact annual interest expense by approximately $3.4 million.
For additional information about our debt obligations, refer to Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. Foreign Currency Risk.
For additional information about our debt and interest obligations, refer to Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. Foreign Currency Risk.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Our primary exposure to market risk relates to unfavorable changes with respect to interest rates and currency exchange rates. Interest Rate Risk . We are exposed to interest rate risk with respect to our fixed-rate and variable-rate debt.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Our primary exposure to market risk relates to unfavorable changes in interest rates and currency exchange rates. Interest Rate Risk . We are exposed to interest rate risk with respect to our fixed-rate and variable-rate debt.
For a discussion about our concentration of credit risk; cash and cash equivalents; and investments in COLI assets, refer to Notes 4, 15, 16 and 17 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report for additional information. 57
For a discussion about our concentration of credit risk; cash and cash equivalents; and investments in COLI assets, refer to Notes 4, 15, 16 and 17 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report for additional information. 58
Financial Statements and Supplementary Data in Part II of this Annual Report reflects net foreign currency gains of $5.6 million in the year ended December 31, 2024 and net foreign currency losses of $2.6 million in the year ended December 31, 2023. Other Risks.
Financial Statements and Supplementary Data in Part II of this Annual Report reflects net foreign currency losses of $2.7 million in the year ended December 31, 2025 and net foreign currency gains of $5.6 million in the year ended December 31, 2024. Other Risks.
Based on the weighted average interest rate and average borrowings outstanding during the year ended December 31, 2024, we estimate that a 50 basis point increase or decrease in interest rates would impact annual interest expense by approximately $1.8 million .
Based on the weighted average interest rate and average borrowings outstanding during the year ended December 31, 2025, we estimate that a 50 basis point increase or decrease in interest rates would impact annual interest expense by approximately $2.4 million .
At December 31, 2024, 82% of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining 18% of the portfolio incurred interest at a variable-rate. 56 As of December 31, 2024, our fixed-rate debt primarily consisted of our s enior notes outstanding.
At December 31, 2025, 84% of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining 16% of the portfolio incurred interest at a variable-rate. As of December 31, 2025, our fixed-rate debt primarily consisted of our s enior notes outstanding.
The fair value of our senior notes was $2.90 billion as of December 31, 2024, compared to a carrying value of $3.22 billion net of unamortized bond discount, underwriting discounts and deferred financing costs of $30.6 million. A 10% change in the market price would cause a change in fair value of $289.6 million.
The fair value of our senior notes was $4.53 billion as of December 31, 2025, compared to a carrying value of $4.71 billion net of unamortized bond discount, underwriting discounts and deferred financing costs of $40.3 million. A 10% change in the market price would cause a change in fair value of $453.1 million.
The average daily amount outstanding and weighted average interest rate on our borrowings under our commercial paper program for the year ended December 31, 2024 were $362.2 million and 5.37%.
The average daily amount outstanding and weighted average interest rate on our borrowings under our commercial paper program for the year ended December 31, 2025 were $481.6 million and 4.61%.
As of December 31, 2024, our variable-rate debt consisted of $735.4 million outstanding under our senior credit facility. The weighted average interest rate on our borrowings under our senior credit facility for the year ended December 31, 2024 was 6.6%.
As of December 31, 2025, our variable-rate debt consisted of $675.0 million outstanding under our senior credit facility and $316.0 million outstanding under our commercial paper program. The weighted average interest rate on our borrowings under our senior credit facility for the year ended December 31, 2025 was 5.6%.

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