Tutor Perini Corporation
11/04/2026 | Press release | Distributed by Public on 11/04/2026 16:07
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial position as of September 30, 2026 and the results of our operations for the three and nine months ended September 30, 2026 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the year ended December 31, 2025, and the information contained under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A below.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as "achieve," "anticipate," "assumes," "believes," "continue," "could," "estimate," "expects," "forecast," "hope," "intend," "may," "plan," "potential," "predict," "should," "will," "would," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statement that refers to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events, outcomes or circumstances, or the timing of those events, outcomes or circumstances, is a forward-looking statement. Although such statements are based on currently available financial and economic data, as well as management's estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, but are not limited to, the following:
•Revisions of estimates of contract risks, revenue or costs;
•Unfavorable outcomes of existing or future litigation or dispute resolution proceedings against us or customers (project owners, developers, general contractors, etc.), subcontractors or suppliers, as well as failure to promptly recover significant working capital invested in projects subject to such matters;
•Contract requirements to perform extra work beyond the initial project scope, which has and in the future could result in disputes or claims and adversely affect our working capital, profits and cash flows;
•Economic factors, such as inflation, tariffs, the timing of new awards, or the pace of project execution, which have resulted and may continue to result in losses or lower than anticipated profit;
•Risks and other uncertainties associated with estimates and assumptions used to prepare our financial statements;
•A significant slowdown or decline in economic conditions, such as those presented during a recession;
•Failure to meet contractual schedule requirements, which could result in higher costs and reduced profits or, in some cases, exposure to financial liability for liquidated damages and/or damages to customers, as well as damage to our reputation;
•Decreases or delays in the level of federal, state and local government spending for infrastructure and other public projects;
•Possible systems and information technology interruptions and breaches in data security and/or privacy;
•Risks related to our international operations, such as uncertainty of U.S. government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, labor conditions and other unforeseeable events in countries where we do business, which could adversely affect our revenue and earnings;
•The impact of inclement weather conditions, disasters and other catastrophic events outside of our control;
•Risks related to government contracts (including government shutdowns and funding considerations) and related procurement regulations;
•Inability to attract and retain our key officers, and to adequately plan for their succession, and hire and retain personnel required to execute and perform on our contracts;
•Failure of our joint venture partners to perform their venture obligations, which could impose additional financial and performance obligations on us, resulting in reduced profits or losses and/or reputational harm;
•Increased competition and failure to secure new contracts;
•Client cancellations of, delays in, or reductions in scope under contracts reported in our backlog, as well as prospective project opportunities, including as a result of government-related mandates;
•Significant fluctuations in the market price of our common stock, which could result in substantial losses for shareholders and potentially subject us to securities litigation;
•Violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;
•Public health crises, such as COVID-19, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections;
•An inability to obtain bonding could have a negative impact on our operations and results;
•Failure to meet our obligations under our debt agreements;
•We cannot guarantee the timing, amount, or payment of dividends on our common stock or that we will repurchase our common stock pursuant to our stock repurchase program;
•Downgrades in our credit ratings;
•The exertion of influence over the Company by our executive chairman due to his position and significant ownership interests;
•Physical and regulatory risks related to climate change;
•Impairment of goodwill or other indefinite-lived intangible assets; and
•Other factors described in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC").
Executive Overview
Operating Results
Consolidated revenue for the three and nine months ended September 30, 2026 was $1.7 billion and $4.7 billion, up 21.5% and 17.6%, respectively, compared to $1.4 billion and $4.0 billion for the same periods in 2025. The Company's revenue for the third quarter of 2026 was the highest of any quarter ever, and revenue for the first nine months of 2026 also set a new record for the first nine months of any year. The Civil segment's revenue also set records for these same periods. The Company experienced strong double-digit growth across all three segments in the third quarter and through the first nine months of 2026 compared to the same periods last year, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects that have significant scope of work remaining.
Income from construction operations for the three and nine months ended September 30, 2026 was $125.4 million and $302.3 million, up 212.8% and 66.3%, respectively, compared to $40.1 million and $181.8 million for the same periods in 2025. Income from construction operations for the third quarter of 2026 was the highest result of any quarter in the Company's history, and the result for the first nine months of 2026 also set a new record for the first nine months of any year. The Civil segment's income from construction operations also set records for these same periods. The substantial increase for both periods of 2026 was primarily driven by contributions associated with the increased project execution activities discussed above. Both periods of 2026 were also positively impacted by a significant decrease in share-based compensation expense of $39.5 million and $43.5 million, respectively, compared to the same periods in 2025. The decrease in share-based compensation expense for both periods of 2026 was primarily due to the absence of certain liability-classified awards that vested at the end of 2025.
Income tax expense was $11.1 million and $58.9 million for the three and nine months ended September 30, 2026, respectively, compared to $15.2 million and $50.0 million for the same periods in 2025. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.
Diluted earnings per common share for the three and nine months ended September 30, 2026 was $0.39 and $2.09, respectively, compared to $0.07 and $0.97 for the same periods in 2025. Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes share-based compensation expense, loss on extinguishment of debt and pension settlement charges (and the associated tax benefits of these adjustments), for the three and nine months ended September 30, 2026 was $1.83 and $4.59, respectively, compared to $1.15 and $3.22 for the same periods in 2025. The strong increase in diluted earnings per common share for both periods was primarily due to the factors discussed above that drove the record-setting income from construction operations in 2026. The strong increase in adjusted diluted earnings per common share reflects the same factors discussed above, excluding the impact of share-based compensation expense, loss on extinguishment of debt, and pension settlement charges. Refer to the Non-GAAP Financial Measures section below for further information and a reconciliation of the Company's financial results reported under generally accepted accounting principles in the United States ("GAAP") to the reported adjusted results.
As discussed further in Liquidity and Capital Resources below, as of July 2, 2026, the Company completed the refinancing of its 2024 Senior Notes and entered into an amendment and restatement of its existing revolving credit facility, which, among other things, extended debt maturities, is expected to significantly reduce future interest expense, more than doubled the size of its available revolving credit facility and provided meaningfully improved terms. As a result of this transaction, the Company recognized a one-time loss on extinguishment of debt of $51.4 million ($0.70 per diluted share, after tax) for the three and nine months ended September 30, 2026, which consisted of a $35.6 million cash redemption premium and $15.8 million of non-cash expense related to the acceleration of previously unamortized discounts and deferred financing costs.
In the third quarter of 2026, the Company settled its obligations under its defined benefit pension plan to eliminate future cash contributions and associated ongoing administrative expenses. This resulted in a one-time non-cash charge of $33.8 million ($0.40 per diluted share, after tax) primarily related to the accelerated recognition of unamortized net actuarial losses, which would otherwise have been recognized in future periods.
Consolidated new awards for the three and nine months ended September 30, 2026 totaled $2.2 billion and $4.5 billion, respectively, compared to $2.0 billion and $7.0 billion for the same periods in 2025. The decrease for the nine-month period of 2026 primarily reflects an unusually strong period of major project lettings and successful awards in the comparable 2025 period, together with fewer significant opportunities reaching the award stage in 2026. Importantly, the Company's overall pipeline of prospective opportunities has continued to expand substantially. The Company expects a significant number of large opportunities to bid in 2027, all of which are well aligned with the Company's disciplined bidding strategy and preferred contractual and margin characteristics. All three segments were significant contributors to the new awards activity in the third quarter of 2026. The most significant new awards and contract adjustments in the third quarter of 2026 included $1.0 billion of additional work for a Civil segment project (which includes a substantial amount of electrical and mechanical scope of work that is expected to be performed by the Specialty Contractors segment); several Building segment federal government projects that totaled $577 million; $145 million of new awards and additional funding for various military facility projects in the Indo-Pacific region; various bridge projects in the Midwest that totaled $126 million; $108 million of additional funding for a hospitality and gaming project in Oklahoma; and $89 million of additional funding for several mass-transit projects in California. The Company has been successful in winning its share of major new project opportunities over the past several years due to a combination of its strategic bidding approach and favorable market dynamics, including limited competition in select markets for some of the larger projects. This environment, which is reflected by a bidding pipeline of more than $200 billion over the next several years and supported by strong public funding and demand, has allowed the Company to differentiate itself and deliver compelling proposals that align with the customer's goals and expectations. The Company expects that this environment will continue for the foreseeable future.
Consolidated backlog as of September 30, 2026 was $20.4 billion, up compared to $19.9 billion at the end of the second quarter of 2026, and down 6% compared to $21.6 billion at the end of the third quarter of 2025. As of September 30, 2026, the mix of backlog by segment was approximately 49% for Civil, 35% for Building and 16% for Specialty Contractors. The quality of the Company's backlog remains exceptional and includes several higher-margin, long-duration projects with favorable contractual terms and substantial scope of work remaining.
The following table presents the Company's backlog by business segment, reflecting changes from December 31, 2025 to September 30, 2026:
| (in millions) |
Backlog at
December 31, 2025
|
New
Awards(a)
|
Revenue Recognized |
Backlog at
September 30, 2026(b)
|
||||||||||
| Civil | $ | 10,153.7 | $ | 2,260.6 | $ | (2,407.4) | $ | 10,006.9 | ||||||
| Building | 7,333.4 | 1,422.7 | (1,573.1) | 7,183.0 | ||||||||||
| Specialty Contractors | 3,072.7 | 857.0 | (766.3) | 3,163.4 | ||||||||||
| Total | $ | 20,559.8 | $ | 4,540.3 | $ | (4,746.8) | $ | 20,353.3 | ||||||
____________________________________________________________________________________________________
(a)New awards consist of the original contract price of projects added to backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.
(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 3 of the Notes to Condensed Consolidated Financial Statements. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog may include awards for which a contract has not yet been executed or a notice to proceed has not yet been issued, but for which there are no remaining major uncertainties that we will proceed with our work on the project (e.g., adequate funding is in place, we have received a notice of intent to award a contract, etc.).
With respect to potential concerns regarding the U.S. government's scrutiny of federal funding for certain projects, as well as varying tariff policies that have been and may continue to be implemented, the Company does not anticipate any significant impacts to its business related to these factors. Most of the Company's major projects are funded at the state or local level, or with some combination of federal, state and local funding. For projects that are wholly or partially funded with federal dollars, the funding for those projects has already been committed and/or those projects are strategically important to the United States. Despite this, there have been, and there may in the future be, occasions where even previously authorized and committed funding is withheld by the government, which could delay the progress of certain projects or the awards of new projects. The Company does not anticipate any material adverse impacts to its financial results as the result of such temporary project delays.
Specifically related to potential tariff impacts, the Company utilizes a pre-award and post-award strategy. As part of its pre-award strategy, the Company's detailed estimating process includes consideration of anticipated cost increases over the performance period of the contract, as well as additional contingencies to address other potential incremental costs related to unforeseen risks. Prior to its bid or proposal submission, the Company also works to negotiate favorable contract provisions that provide entitlement for certain compensable events, which may include price escalation and allowances. Once the project is awarded, the Company's strategy shifts to entering into purchase orders or "buy-outs" of materials, such as steel and concrete, as well as large pieces of equipment at the onset of projects, which mitigate the risk of future equipment and commodity price increases by passing that risk to vendors. Also at that time, the Company enters into fixed-price contracts with its key project subcontractors whereby the risk of unforeseen escalation is transferred to the subcontractors. The Company benefits from its long-term relationships with key suppliers, vendors and subcontractors, which minimize supply chain disruptions that could arise as a result of tariffs. While the Company believes this strategy appropriately mitigates the current risk of potential tariff impacts, there could be other unforeseen future developments. The Company will continue to monitor and assess its exposure to the economic environment.
The outlook for the Company's revenue growth over the next several years remains highly favorable due to strong new award bookings of large, long-duration projects over the past several years, as well as other new awards that are expected to be booked in the future. The Company continues to have significant project bidding opportunities this year and beyond, particularly in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast, and remains well positioned to continue winning its share of new projects. Overall, the Company's pipeline of potential projects over the next three to four years totals more than $200 billion, which is approximately three times larger than the pipeline from just a couple of years ago. Many of these prospects are expected to bid over the next one to two years. Furthermore, the Company has certain building projects, mostly in the healthcare, education, and hospitality and gaming sectors, that are in the preconstruction phase. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years. Many of the Company's newer projects are design-build projects that have an initial six- to eighteen-month design phase during which smaller revenue and earnings are generated prior to the start of a multi-year construction phase that generates substantially larger revenue and earnings. We anticipate that we will continue to win our share of significant new project awards resulting from long-term, well-funded capital spending plans by various state, local and federal customers, as well as limited competition for many of the larger project opportunities.
Nationally, support for transportation-related ballot measures has remained high over the last decade. Since 2014, voters in 43 states approved 84 percent of nearly 3,000 state and local measures on general election ballots. The largest of these was in Los Angeles County, where in 2016 Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. Funding from this measure is supporting, and is expected to continue to support, several of the Company's current and prospective projects. More recently, in the November 2024 elections, voters approved 77 percent of 370 transportation funding measures on state and local ballots throughout the country. These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure.
The Bipartisan Infrastructure Law was enacted into law in November 2021 and provided for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country's surface-transportation network and enhancements to core infrastructure. The Bipartisan Infrastructure Law initiated the largest federal investment in public transit ever, the single largest dedicated bridge investment since the construction of the interstate highway system and the largest federal investment in passenger rail since the creation of Amtrak, all in addition to providing for regular annual spending for numerous infrastructure projects. This significant incremental funding is anticipated to be spent over the 10 years from its enactment through 2031, and much of it is allocated for investment in end markets that are directly aligned with our market focus. Accordingly, we believe that this significant funding has benefited, and will continue to favorably impact, our current work and prospective opportunities over the next several years. Although the funding window for the Bipartisan Infrastructure Law closed on September 30, 2026, Congress has temporarily extended surface transportation program authorizations under the Bipartisan Infrastructure Law through December 11, 2026, to provide additional time to negotiate full-year appropriations. We believe that Congress recognizes the long-term nature of infrastructure projects and is currently engaged in the legislative process to secure future funding through the BUILD America 250 Act (H.R. 8870), a major $580 billion bipartisan surface transportation reauthorization bill. The final amount and composition of future funding from this bill is yet to be determined. Overall, our major projects are less reliant on federal funding provided by the Bipartisan Infrastructure Law (and its successors) than on the more substantial state and local funding that has historically supported, and is expected to continue supporting, such projects. In addition, various existing projects and future project opportunities in Guam and the Indo-Pacific region are being funded by the U.S. government's Pacific Deterrence Initiative, which provides substantial multi-year funding to support significant improvements that enhance the U.S. military's infrastructure and readiness. Finally, there are various large infrastructure projects across the U.S. for which future funding may be provided, in part or entirely, through public-private partnership (P3) arrangements, which would include mostly private capital investments.
For a more detailed discussion of the operating performance of each business segment, corporate general and administrative expenses and other items, see Results of Segment Operations, Corporate, Tax and Other Matters and Liquidity and Capital Resources below.
Non-GAAP Financial Measures
To supplement our unaudited Condensed Consolidated Financial Statements presented under GAAP, we are presenting certain non-GAAP financial measures. These non-GAAP financial measures exclude items that are not reflective of ongoing business operations, including share-based compensation expense, loss on extinguishment of debt and pension settlement charges (as well as the associated tax benefits of these adjustments) for the three and nine months ended September 30, 2026 and 2025. These non-GAAP financial measures are intended to provide additional insights that facilitate the comparison of our past and present performance, and they are among the indicators management uses to assess the Company's financial performance and to forecast future performance. By presenting these non-GAAP financial measures, we aim to provide investors and stakeholders with a clearer understanding of our operating results and enhance transparency with respect to the key financial metrics used by our management in its financial and operational decision-making.
These non-GAAP financial measures consist of adjusted net income attributable to the Company and adjusted diluted earnings per share. We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company's common stock. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. We also exclude the loss on extinguishment of debt and the pension settlement charge, as these represent one-time charges that are not reflective of the Company's operational performance. By adjusting for these expenses, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. Our non-GAAP measures are intended to offer a consistent basis for evaluating the Company's performance, which management believes is meaningful to stakeholders.
The non-GAAP financial measures included in this Quarterly Report on Form 10-Q as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis.
Reconciliations of these non-GAAP financial measures are found in the table below:
| Reconciliation of Non-GAAP Financial Measures | |||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions, except per common share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income attributable to Tutor Perini Corporation, as reported | $ | 20.7 | $ | 3.6 | $ | 112.1 | $ | 51.6 | |||||||||
|
Plus: Share-based compensation expense(a)
|
19.3 | 58.7 | 77.2 | 120.7 | |||||||||||||
|
Plus: Loss on extinguishment of debt(b)
|
51.4 | - | 51.4 | - | |||||||||||||
|
Plus: Pension settlement charge(c)
|
33.8 | - | 33.8 | - | |||||||||||||
| Less: Tax benefit of adjustments | (27.6) | (0.4) | (28.6) | (0.9) | |||||||||||||
| Adjusted net income attributable to Tutor Perini Corporation | $ | 97.6 | $ | 61.9 | $ | 245.9 | $ | 171.4 | |||||||||
| Diluted earnings per common share, as reported | $ | 0.39 | $ | 0.07 | $ | 2.09 | $ | 0.97 | |||||||||
| Plus: Share-based compensation expense impact per diluted share | 0.36 | 1.09 | 1.44 | 2.26 | |||||||||||||
| Plus: Loss on extinguishment of debt impact per diluted share | 0.96 | - | 0.96 | - | |||||||||||||
| Plus: Pension settlement charge impact per diluted share | 0.63 | - | 0.63 | - | |||||||||||||
| Less: Tax benefit of adjustments per diluted share | (0.51) | (0.01) | (0.53) | (0.01) | |||||||||||||
| Adjusted diluted earnings per common share | $ | 1.83 | $ | 1.15 | $ | 4.59 | $ | 3.22 | |||||||||
(a)The amount represents share-based compensation expense recorded during the three and nine months ended September 30, 2026 and 2025. This includes expense associated with certain long-term incentive compensation awards that have payouts indexed to the Company's common stock. As such, significant fluctuations in the price of the Company's common stock during any reporting period have caused and could continue to cause significant fluctuations in the reported expense.
(b)The amount represents a $35.6 million cash redemption premium and $15.8 million of non-cash expense related to the acceleration of previously unamortized discounts and deferred financing costs as a result of the redemption of the Company's 2024 Senior Notes in the third quarter of 2026. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for further discussion on the Company's debt.
(c)The amount represents a non-cash charge incurred resulting from the settlement of obligations under the Company's pension plan during the third quarter of 2026. Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for further discussion on the Company's pension plan.
Results of Segment Operations
The results of our Civil, Building and Specialty Contractors segments are discussed below.
Civil Segment
Revenue and income from construction operations for the Civil segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 893.5 | $ | 770.2 | $ | 2,407.4 | $ | 2,114.5 | |||||||||
| Income from construction operations | 125.2 | 99.2 | 337.5 | 318.9 | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 16.0% and 13.9%, respectively, compared to the same periods in 2025. Revenue for the third quarter of 2026 set a record as the highest result of any quarter ever, and revenue for the first nine months of 2026 also set a record as the highest result of any comparable period. For both periods of 2026, the growth was primarily due to increased project execution activities on several large projects in the Northeast and the Indo-Pacific region, all of which have substantial scope of work remaining.
Income from construction operations for the three months ended September 30, 2026 was $125.2 million, the highest result of any third quarter ever, compared to $99.2 million for the same period in 2025. The increase for the third quarter of 2026 was primarily due to contributions associated with the increased current-year project execution activities discussed above.
Income from construction operations for the nine months ended September 30, 2026 was $337.5 million, the highest result of the first nine-month period of any year, compared to $318.9 million for the same period in 2025. The increase for the nine-month period of 2026 was primarily due to strong contributions associated with the aforementioned increased project execution activities. The improvement for the first nine months of 2026 was partially offset by an unfavorable adjustment of $16.4 million in the first quarter of 2026 on a mass-transit project in California, primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors, as well as other temporary impacts related to unapproved change orders. Subsequently, the change orders with the owner were successfully negotiated and are expected to result in significant future cash collections in the near term. The increase was also partially offset by the absence of a prior-year favorable adjustment of $28.0 million related to the settlement of certain change orders, as well as changes in estimates due to improved performance on a mass-transit project in the Midwest.
Operating margin was 14.0% and 14.0%, respectively, for the three and nine months ended September 30, 2026 compared to 12.9% and 15.1% for the same periods in 2025. The modest change in operating margins was principally due to the above-mentioned factors that drove the changes in revenue and income from construction operations.
New awards and contract adjustments in the Civil segment totaled $1.1 billion and $2.3 billion for the three and nine months ended September 30, 2026, respectively, compared to $112.0 million and $3.8 billion for the same periods in 2025. The most significant new awards and contract adjustments in the third quarter of 2026 included the Civil segment's portion of the $1.0 billion of additional work for an existing project (which includes a substantial amount of electrical and mechanical scope of work that is expected to be performed by the Specialty Contractors segment); $145 million of new awards and additional funding for various military facility projects in the Indo-Pacific region; various bridge projects in the Midwest that totaled $126 million; and $89 million of additional funding for several mass-transit projects in California. Notably, the nine-month period of 2025 included two major new awards, both in New York: the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project and the $1.18 billion Manhattan Tunnel project.
Backlog for the Civil segment was $10.0 billion as of September 30, 2026 compared to $10.5 billion as of September 30, 2025. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, and supported by substantial anticipated funding from various voter-approved state and local transportation measures, the Bipartisan Infrastructure Law, and by public agencies' long-term capital spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects over the next several years, with the majority of near-term opportunities in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast.
Building Segment
Revenue and income from construction operations for the Building segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 540.5 | $ | 418.7 | $ | 1,573.1 | $ | 1,340.5 | |||||||||
| Income from construction operations | 27.2 | 14.4 | 74.8 | 47.4 | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 29.1% and 17.3%, respectively, compared to the same periods in 2025. For both periods of 2026, the growth was primarily due to increased project execution activities on two large detention facility projects in New York and various healthcare facility and hospitality and gaming projects in California, all of which have significant scope of work remaining.
Income from construction operations for the three and nine months ended September 30, 2026 was $27.2 million and $74.8 million, up 88.0% and 57.9% respectively, compared to $14.4 million and $47.4 million for the same periods in 2025. The strong increase for both periods of 2026 was primarily due to higher-margin contributions related to the increased project execution activities discussed above.
Operating margin was 5.0% and 4.8% for the three and nine months ended September 30, 2026, respectively, compared to 3.4% and 3.5% for the same periods in 2025. The increased operating margins were principally due to the above-mentioned factors that drove the increase in income from construction operations.
New awards and contract adjustments in the Building segment totaled $720.2 million and $1.4 billion for the three and nine months ended September 30, 2026, respectively, compared to $1.4 billion and $2.2 billion for the same periods in 2025. The most significant new awards and contract adjustments in the third quarter of 2026 included several federal government projects that totaled $577 million and $108 million of additional funding for a hospitality and gaming project in Oklahoma. Notably, the third-quarter and nine-month periods of 2025 included the award of the $960 million UCSF Benioff Children's Hospital project in California.
Backlog for the Building segment was $7.2 billion as of September 30, 2026 compared to $7.9 billion as of September 30, 2025. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets, including healthcare, education, transportation, industrial/manufacturing, and hospitality and gaming. In addition, there are certain healthcare, education, and hospitality and gaming projects underway that are in the preconstruction phase, with only a small portion of their full anticipated value included in our reported backlog. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years.
Specialty Contractors Segment
Revenue and income (loss) from construction operations for the Specialty Contractors segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 286.2 | $ | 226.5 | $ | 766.3 | $ | 580.7 | |||||||||
| Income (loss) from construction operations | 10.1 | 6.2 | 16.4 | (19.0) | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 26.4% and 32.0%, respectively, compared to the same periods in 2025. The strong double-digit growth for both periods of 2026 was primarily due to increased project execution activities on various newer projects across diverse end markets, including the segment's role in supporting the electrical and mechanical components of certain of the Company's newer megaprojects in New York, as well as healthcare facility and data center infrastructure projects in Texas.
Income from construction operations for the three and nine months ended September 30, 2026 was $10.1 million and $16.4 million, respectively, compared to income from construction operations of $6.2 million and loss from construction operations of $19.0 million for the same periods of 2025. The significant improvement for both periods of 2026 was primarily due to contributions related to the increased project execution activities discussed above.
Operating margin was 3.5% and 2.1% for the three and nine months ended September 30, 2026, respectively, compared to 2.7% and (3.3)% for the same periods in 2025. The operating margin improvements were principally due to the aforementioned factors that drove the increases in revenue and income (loss) from construction operations.
New awards and contract adjustments in the Specialty Contractors segment totaled $426.0 million and $857.0 million for the three and nine months ended September 30, 2026, respectively, compared to $464.7 million and $1.0 billion for the same periods in 2025. New awards and contract adjustments for the third quarter of 2026 include the Specialty Contractors segment's electrical and mechanical scope of work booked as part of the additional work for the Civil segment project discussed above.
Backlog for the Specialty Contractors segment was $3.2 billion as of September 30, 2026, consistent with the level as of September 30, 2025. The Specialty Contractors segment continues to be primarily focused on servicing the Company's current and prospective large Civil and Building segment projects, particularly in the Northeast and California. Approximately two-thirds of the segment's backlog represents electrical and mechanical projects that are being performed for the Civil and Building segments. We believe that the segment remains well-positioned to continue capturing its share of other new projects.
Corporate, Tax and Other Matters
Corporate General and Administrative Expenses
Corporate general and administrative expenses were $37.1 million and $124.3 million during the three and nine months ended September 30, 2026, respectively, compared to $79.7 million and $165.4 million for the same periods in 2025. The decrease in corporate general and administrative expenses in both periods of 2026 compared to 2025 was primarily due to lower share-based compensation expense. The decrease in share-based compensation expense was primarily driven by the absence of certain liability-classified awards that vested at the end of 2025. Liability-classified awards are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings. The Company currently projects a decrease in share-
based compensation expense over the remainder of 2026 as compared to 2025, and a much more significant decrease in 2027 as certain such awards have vested and most of the remaining liability-classified awards will vest by the end of 2026. After the Company's shareholders approved additional shares under the Plan in May 2025, the Company stopped awarding liability-classified, long-term incentive compensation awards, which will help to reduce future earnings volatility.
Other Income, Net, Interest Expense, Loss on Extinguishment of Debt, Pension Settlement Charge and Income Tax Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Other income, net | $ | 16.0 | $ | 7.5 | $ | 37.6 | $ | 18.3 | |||||||||
| Interest expense | (7.3) | (13.5) | (34.4) | (41.5) | |||||||||||||
| Loss on extinguishment of debt | (51.4) | - | (51.4) | - | |||||||||||||
| Pension settlement charge | (33.8) | - | (33.8) | - | |||||||||||||
| Income tax expense | (11.1) | (15.2) | (58.9) | (50.0) | |||||||||||||
Other income, net, for the three and nine months ended September 30, 2026 increased $8.5 million and $19.3 million, respectively, compared to the same periods in 2025 primarily due to higher interest income earned on greater average cash and cash equivalent balances during 2026.
Interest expense for the three and nine months ended September 30, 2026 decreased $6.2 million and $7.1 million, respectively, compared to the same periods in 2025, primarily due to the Company's successful refinancing of its senior notes on July 2, 2026. As a result of the refinancing, discussed further in Liquidity and Capital Resources below, the interest rate on the Company's senior note borrowings was reduced from 11.875% to 6.625%, and the Company expects annualized cash interest expense savings of $21.0 million.
As a result of the Company's increasing net cash position, restricted investments, and successful debt refinancing, beginning in the third quarter of 2026, the Company's interest income exceeded its interest expense. The Company anticipates this trend will continue.
Loss on extinguishment of debt of $51.4 million for the three and nine months ended September 30, 2026 was the result of the redemption of the 2024 Senior Notes on July 2, 2026, as discussed further in Liquidity and Capital Resources below.
The pension settlement charge of $33.8 million for the three and nine months ended September 30, 2026 was the result of a one-time non-cash expense primarily related to the accelerated recognition of unamortized net actuarial losses associated with the settlement of the Company's defined benefit pension plan obligations in the third quarter of 2026, which would otherwise have been recognized in future periods. The settlement also eliminated future cash contributions and associated ongoing administrative expenses.
The Company recognized income tax expense of $11.1 million and $58.9 million for the three and nine months ended September 30, 2026 resulting in an effective income tax rate of 22.7% and 26.7%, respectively. The Company recognized income tax expense of $15.2 million and $50.0 million for the three and nine months ended September 30, 2025 resulting in an effective income tax rate of 44.6% and 31.5%, respectively. The effective income tax rates for each of these periods were higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits. The decrease in the effective tax rates for the 2026 periods compared to the same periods in 2025 was primarily due to the lower non-deductible share-based compensation expenses in 2026.
Liquidity and Capital Resources
Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We had a committed and unused line of credit totaling $350.0 million as of September 30, 2026, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of September 30, 2026, will be sufficient to fund working capital needs, dividends, share repurchases, and debt maturities for the next 12 months and beyond. We generated a record amount of operating cash in the first nine months of 2026, as discussed below in Cash and Working Capital. We expect strong operating cash flow to continue in the fourth quarter of 2026 and beyond, both from project execution activities and the resolution of outstanding claims and change orders. In addition, we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes through the end of 2027. We also explore repayments or refinancings of our outstanding indebtedness and share repurchases from time to time based on our cash needs, credit strength and market conditions.
As discussed further in Debt below, as of July 2, 2026, we completed the refinancing of our senior notes and entered into an amendment and restatement of our existing revolving credit facility, which, among other things, extended debt maturities, is expected to significantly reduce future interest expense, more than doubled the size of our available revolving credit facility and provided meaningfully improved terms.
Cash and Working Capital
Cash and cash equivalents were $1.1 billion as of September 30, 2026 compared to $734.6 million as of December 31, 2025. Cash immediately available for general corporate purposes was $504.2 million and $270.7 million as of September 30, 2026 and December 31, 2025, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $327.8 million as of September 30, 2026 compared to $264.6 million as of December 31, 2025. Restricted cash and restricted investments at September 30, 2026 were primarily held to secure insurance-related contingent obligations and deposits.
During the nine months ended September 30, 2026, net cash provided by operating activities was $665.1 million, the largest result for the first nine months of any year, breaking the previous record set in the 2025 period of $574.4 million. The operating cash flow for the first nine months of both 2026 and 2025 was driven by higher volume and strong execution and collections on profitable projects, and to a lesser extent, from collections related to dispute resolutions.
Cash flow from operating activities for the first nine months of 2026 increased $90.7 million compared to the same period in 2025. The increase in cash flow from operating activities for the first nine months of 2026 compared to 2025 was primarily due to the record earnings in 2026. The record cash flow and strong earnings growth in 2026 demonstrate the robust cash generation and earnings potential embedded in the Company's high-quality backlog. The Company anticipates continued strong cash generation as current projects progress and new projects are awarded.
Net cash used in investing activities during the first nine months of 2026 was $157.3 million primarily due to the acquisition of property and equipment for projects (i.e., capital expenditures) totaling $91.3 million and net cash used in investment transactions of $71.1 million. Net cash used in investing activities during the first nine months of 2025 was $130.9 million primarily due to the acquisition of property and equipment for projects totaling $105.9 million and net cash used in investment transactions of $30.2 million.
Net cash used in financing activities was $131.4 million for the first nine months of 2026, which was primarily driven by $45.9 million of payments for debt issuance and extinguishment costs related to debt transactions during the period, payments of $30.0 million for the repurchase of common stock, a $14.3 million net repayment of debt (including the 2026 Senior Notes issuance of $400.0 million and the 2024 Senior Notes redemption of $400.0 million, both of which are discussed below in Debt), and $11.2 million of dividends paid. Net cash used in financing activities was $149.6 million for the first nine months of 2025, which was primarily driven by a $124.0 million net repayment of debt.
At September 30, 2026, we had working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.27 and a ratio of debt to equity of 0.29, compared to working capital of $0.9 billion, a ratio of current assets to current liabilities of 1.27 and a ratio of debt to equity of 0.32 at December 31, 2025.
Debt
2026 Senior Notes Issuance and 2024 Senior Notes Redemption
On July 2, 2026, the Company issued $400.0 million in aggregate principal amount of 6.625% Senior Notes due July 15, 2033 (the "2026 Senior Notes") in a private placement offering. Interest on the 2026 Senior Notes is payable in arrears semi-annually in January and July of each year, beginning in January 2027.
Prior to July 15, 2029, the Company may redeem the 2026 Senior Notes at a redemption price equal to 100% of the principal amount plus a "make-whole" premium described in the indenture. In addition, prior to July 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the notes at a redemption price of 106.625% of their principal amount with the proceeds received by the Company from any offering of the Company's equity. The Company may redeem the 2026 Senior Notes at redemption prices during the twelve-month periods beginning on July 15, 2029, July 15, 2030 and July 15, 2031 and thereafter of 103.313%, 101.656% and 100.0%, respectively, of the principal amount being redeemed. Upon a change of control, holders of the 2026 Senior Notes may require the Company to repurchase all or part of the 2026 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.
The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company's existing and future subsidiaries that also guarantee obligations under the Company's 2026 Credit Agreement, as defined below. In addition, the indenture for the 2026 Senior Notes provides for customary covenants on restricting certain payments and includes customary events of default.
On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the $400.0 million 2024 Senior Notes (the "2024 Senior Notes") at a redemption price of 108.906% of the principal amount. As a result, the Company recognized debt extinguishment costs of $51.4 million in the three and nine months ended September 30, 2026, consisting of $35.6 million for the redemption premium and $15.8 million of non-cash expense for unamortized discounts and issuance costs as of the extinguishment date. These debt extinguishment costs were excluded from the Company's adjusted diluted earnings per share, as discussed above in Non-GAAP Financial Measures.
2020 Credit Agreement and 2026 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (as amended, the "2020 Credit Agreement") with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provided for a $170.0 million (which was increased to $350.0 million following the effectiveness of the 2026 Credit Agreement on July 2, 2026, as described in further detail below) revolving credit facility (the "Revolver"), which was set to mature on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The 2020 Credit Agreement also originally provided for a $425.0 million term loan B facility (the "Term Loan B"), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.
On July 2, 2026, the Company entered into an amendment and restatement of the 2020 Credit Agreement (the "2026 Credit Agreement") to, among other things, extend the maturity of the Revolver to July 2, 2031, increase the commitments under the Revolver from $170.0 million to $350.0 million, reduce the Adjusted Term Secured Overnight Financing Rate ("SOFR") margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio (compared to the previous range between 4.25% and 4.75% based on a First Lien Net Leverage Ratio) and eliminate the credit spread adjustment (10 basis points), reduce the base rate margin to a range between 0.75% and 1.50% based on a Total Net Leverage Ratio (compared to the previous range between 3.25% to 3.75% based on a First Lien Net Leverage Ratio), and replace the maximum First Lien Net Leverage Ratio financial maintenance covenant (of 2.25 to 1.00) with the following two new financial maintenance covenants: 1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and 2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00. The new financial maintenance covenants apply solely with respect to the Revolver and are tested as of the last day of each fiscal quarter, beginning with the fiscal quarter ended June 30, 2026.
The 2026 Credit Agreement gives the Company the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $400 million and 100% LTM EBITDA (as defined in the 2026 Credit Agreement) (compared to the previous test of $173.5 million and 50% LTM EBITDA) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2026 Credit Agreement) does not exceed 1.50 to 1.00 (compared to the previous 1.35 to 1.00), (B) in the case of junior lien secured indebtedness, the Secured Net Leverage Ratio (as defined in the 2026 Credit Agreement) does not exceed 2.00 to 1.00 (compared to the previous 3.50 to 1.00 based on Total Net Leverage Ratio) and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50 to 1.00 and (y) the Interest Coverage Ratio is a minimum of 3.00 to 1.00 (previously based on Total Net Leverage Ratio and Fixed Charge Coverage Ratio (each as defined in the 2020 Credit Agreement)).
For more information regarding the terms of our 2020 Credit Agreement and our 2026 Credit Agreement, refer to Note 10 of the Notes to Condensed Consolidated Financial Statements.
The Company had no borrowings under the Revolver during the nine months ended September 30, 2026. At September 30, 2026, the borrowing rate on the Revolver was 7.75%. As of September 30, 2026, the Revolver had unused available borrowing capacity of $350.0 million, and the outstanding balance of the 2026 Senior Notes was $400.0 million.
The table below presents our actual and required financial maintenance covenants as of September 30, 2026 under the 2026 Credit Agreement, which are calculated on a rolling four-quarter basis:
| Trailing Four Fiscal Quarters Ended | ||||||||
| September 30, 2026 | ||||||||
| Actual | Required | |||||||
| Total net leverage ratio |
(0.22) to 1.00(a)
|
≤ 3.50 to 1.00 | ||||||
| Interest coverage ratio | 17.14 to 1.00 | ≥ 3.00 to 1.00 | ||||||
____________________________________________________________________________________________________
(a) The ratio was negative because the Company's cash and cash equivalents available for general corporate purposes exceeded Indebtedness, resulting in negative Total Net Indebtedness, both as defined in the 2026 Credit Agreement.
As of September 30, 2026, we were in compliance and expect to continue to be in compliance with the covenants under the 2026 Credit Agreement.
Dividends
Total dividends declared in the three and nine months ended September 30, 2026 amounted to $5.0 million ($0.09 per share) and $11.6 million ($0.21 per share), respectively, including $0.2 million and $0.6 million, respectively, of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.
Share Repurchase Program
In November 2025, the Company's Board of Directors authorized a $200 million share repurchase program. Under this program, the Company plans to purchase outstanding common shares from time to time in open market transactions or through privately negotiated transactions at the Company's discretion, subject to market conditions and other factors and at such times and in amounts that the Company deems appropriate. During the nine months ended September 30, 2026, the Company repurchased 414,952 shares of its common stock on the open market for $30 million at an average price of $72.28 per share under the repurchase program. There were no share repurchases during the three months ended September 30, 2026. As of September 30, 2026, $170 million of the authorization was available for repurchases.
Contractual Obligations
Except for the July 2, 2026 refinancing of our senior notes and the amendment and restatement of our existing revolving credit facility, as discussed further in Debt, there have been no material changes in our contractual obligations from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical Accounting Policies and Estimates
There has been no material change in our significant accounting policies and estimates disclosed in Note 1 of the Notes to Consolidated Financial Statements and in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
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