10-K 0001050915-26-000006 (2026-02-19) vs 10-K 0001050915-25-000005 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 19,153 |
12.6% |
| MD&A | Item 7 | 9,302 |
16.7% |
| Legal Proceedings | Item 3 | 229 |
1.5% |
| Accounting Policies | Item 8, Note 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES: | 4,094 |
6.8% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 249 words changed in this paragraph; it is 56% similar to last year's version.
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. 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. While we have programs and initiatives in place related to our sustainability practices, investors may decide to reallocate capital or to not commit capital as a result of their assessment of our practices. In addition, our customers may require that we implement certain additional procedures or standards in order to continue to do business with us. A failure to comply with investor, customer and other stakeholder expectations and standards, which are evolving and can conflict, or if we are perceived not to have responded appropriately to their growing concerns around sustainability issues, regardless of whether there is a legal requirement to do so, could also cause reputational harm to our business and could have a material adverse effect on us. For example, if a portion of our operations are perceived to result in high greenhouse gas emissions, our reputation could suffer. In addition, organizations that provide ratings information to investors on Moreover, while we may create and publish voluntary disclosures regarding sustainability matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and estimates and assumptions that may assign unfavorable ratings not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to Quanta error or our industries, which may lead subject to negative investor sentiment misinterpretation given the long timelines involved and the diversion lack of investment an established single approach to other identifying, measuring and reporting on many sustainability matters. Additionally, we may be subject to new rules that would require companies or industries, which could have a negative impact on our stock price and our costs of capital. to provide significantly expanded climate-related disclosures.
Source: Item 1A, 10-K 0001050915-26-000006 vs Item 1A, 10-K 0001050915-25-000005
MD&A 128 words changed in this paragraph; it is 56% similar to last year's version.
Revenue mix and impact on margins. The mix of revenues based on the types of services we provide in a given period will impact margins, as certain industries and services provide higher-margin opportunities. 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 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 requirements. These projects typically yield opportunities for higher margins than our recurring services under MSAs described above, as we assume a greater degree of performance risk and there is greater utilization of our resources for longer construction timeframes. However, larger projects are subject to additional risk of regulatory delay and cyclicality. Project schedules also fluctuate, particularly in connection with larger, more complex or longer-term projects, which can affect the amount of work performed in a given period. Furthermore, smaller or less complex projects typically have a greater number of companies competing for them, and competitors at times may more aggressively pursue available work. A greater percentage of smaller scale or less complex work also could negatively impact margins due to the inefficiency of transitioning between a
Source: Item 7, 10-K 0001050915-26-000006 vs Item 7, 10-K 0001050915-25-000005
Accounting Policies 84 words changed in this paragraph; it is 72% similar to last year's version.
The grant date fair value of the PSUs is determined as follows: (i) for the portion of the awards based on company financial and operational performance metrics, by multiplying the number of units granted by the closing price of Quanta’s common stock on the date of grant and (ii) for the portion of the awards based on relative total shareholder return, by multiplying the number of units granted by a stock price estimated by utilizing a Monte Carlo simulation valuation methodology. Quanta recognizes compensation expense for PSUs, net of estimated forfeitures, based on the forecasted achievement of the company financial and operational performance metrics and forecasted performance with respect to relative total shareholder return, multiplied by the grant date fair value of the total number of shares of common stock that Quanta anticipates will be issued based on such achievement for the completed portion of the performance period. The compensation expense related to outstanding PSUs can vary from period to period based on changes in forecasted achievement of established performance metrics, the total number of shares of common stock that Quanta anticipates will be issued upon vesting of such PSUs and changes in forfeiture estimates.
Source: Item 8, Note 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES:, 10-K 0001050915-26-000006 vs Item 8, Note 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES:, 10-K 0001050915-25-000005
Legal Proceedings 7 words changed in this paragraph; it is 98% similar to last year's version.
We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, property damage, breach of contract, negligence or gross negligence and/or property damage, 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. With respect to all such lawsuits, claims and proceedings, we record a reserve when we believe it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. See Note 16 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report, which is incorporated by reference in this Item 3, for additional information regarding litigation, claims and other legal proceedings.
Source: Item 3, 10-K 0001050915-26-000006 vs Item 3, 10-K 0001050915-25-000005
Every change, by type
Sentences and paragraphs of PWR's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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. Any such reputational harm could adversely affect our ability to secure certain future projects or participate in future investment opportunities. Further, our relationship with a customer or investor that partners with us in a poorly performing investment could become impaired, which may negatively impact our ability to continue providing services to that customer.
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedRisk Factors
We have in the past brought, and may in the future bring, claims against our customers. 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
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
candidates to work remotely, could jeopardize our ability to successfully manage our decentralized operations or our ability to grow and expand our business. As a result, the loss of key personnel, as well as our inability to attract, develop and retain qualified employees that can succeed these key personnel, could negatively impact our ability to manage our business. Additionally, if the FTC rules regarding non-compete covenants discussed above are upheld and ultimately implemented, Quanta could be required to individually rescind any post-termination non-compete clauses in its employment and other service agreements with key management, other employees and individual independent contractors, which would increase the risk that key individuals, upon departure from Quanta, would compete with us despite any severance or other consideration paid or owed to any such individual.
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RemovedRisk Factors
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
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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. 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),
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
Certain of our operations within our Underground and Infrastructure segment could also experience reputational risks, such as how our values and practices regarding a low carbon transition are viewed by external and internal stakeholders, which could have a material adverse impact on our business, results of operations, financial condition and cash flows. If the profitability of our Underground and Infrastructure segment were to decline, our overall financial position, results of operations and cash flows could also be adversely affected.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
evolving industry standards. 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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
With respect to certain services within our Renewable Energy 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 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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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, political instability and interference; economic and social instability; 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; unfamiliar legal systems or business and labor practices; and complex U.S. and foreign tax regulations and other laws and international treaties.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Financial Statements and Supplementary Data in Part II of this Annual Report, two From time to time, Quanta operating companies have received tenders of defense and defense, demands for preservation of documents and indemnity in connection with and subpoenas during the course of investigations and reviews of wildfire events, which can often extend over a wildfire event, prolonged period of time, and additional claims or legal proceedings involving Quanta and its operating companies related to wildfire events may be brought in the future.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Consolidation, competition, capital constraints or negative Negative economic conditions in the electric power, energy or communications industries can also result in reduced spending by, or the loss of, one or more of our customers. customers, including as a result of, among other things, consolidation, competition, capital constraints, concerns regarding the affordability of electricity to end consumers or a decrease in demand for electric power required by large load facilities.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
While these rules have been challenged judicially and their implementation has been stayed, Therefore, if a member of the rules are ultimately upheld, key management of the business we acquire is terminated, we might be subject to increased competition if the restrictive covenants entered into by key management personnel of acquired businesses such person are not enforceable or have expired, which could materially and adversely affect our business, financial condition, results of operations and cash flows.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
While we seek to mitigate our risks associated with climate change, these risks, we recognize that there certain risks are inherent climate-related risks regardless of given how and where we conduct our operations.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
The competitive environment we operate in can also affect the timing of contract awards and the commencement or progress of work under awarded contracts.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesRisk Factors
Furthermore, we may incur additional substantial costs related to the investigation and reporting of any such breach or disruption.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
Provision for income taxes. The effective income tax rates for the years ended December 31, 2025 and 2024 were 25.0% and 23.5%. The higher effective tax rate for the year ended December 31, 2025 was primarily due to a $24.8 million lower U.S.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
(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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
(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. Available commitments for revolving loans under our senior credit facility must be maintained to provide credit support for notes issued under our commercial paper program, and therefore such notes effectively reduce the available capacity under our senior credit facility.
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedMD&A
Interest income. Approximately half of the increase resulted from higher interest-bearing cash and cash equivalent balances as compared to the year ended December 31, 2023.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Net income attributable to non-controlling interests. The increase in net income attributable to non-controlling interests is primarily related to increased activity on certain joint ventures and the $5.0 million gain on the sale of the investment in a non-integral equity unconsolidated affiliate recorded during the year ended December 31, 2024 as described above.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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. 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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
valuation of long-lived assets during the measurement period, the change in estimate would result in a change in the amount of goodwill.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
Due in 2025 2026 Due Thereafter Total Long-term debt, including current portion - principal $ 51,039 689,829 $ 3,984,274 5,110,828 $ 4,035,313 5,800,657 Long-term debt - cash interest (1) 137,538 886,285 1,023,823 213,185 1,144,780 1,357,965 Operating lease obligations (2) 107,468 247,365 354,833 133,445 350,890 484,335 Operating lease obligations that have not yet commenced (3) 3,851 43,873 47,724 Finance lease obligations (2) 13,225 41,826 55,051 71,256 25,438 96,694 Short-term lease obligations 27,345 42,109 — 27,345 42,109 Equipment purchase commitments (3) 68,797 25,036 93,833 (4) 265,098 83,949 349,047 Other purchase commitments (4) 117,730 36,267 153,997 (5) 183,852 150,154 334,006 Capital commitment related to investments in unconsolidated affiliates (5) 19,667 48,936 68,603 (6) 22,983 58,832 81,815 Total cash requirements from contractual obligations $ 542,809 1,625,608 $ 5,269,989 6,968,744 $ 5,812,798 8,594,352
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 2024 2023 Net income attributable to common stock (GAAP as reported) $ 1,028,378 $ 904,824 $ 744,689 Interest and other financing expenses 261,445 202,687 186,913 Interest income (15,702) (32,404) (10,830) Provision for income taxes 347,588 284,747 219,267 Depreciation expense 411,538 359,363 324,786 Amortization of intangible assets 498,795 382,959 289,014 Interest, income taxes, depreciation and amortization included in equity in earnings of integral unconsolidated affiliates 28,014 21,114 19,936 EBITDA 2,560,056 2,123,290 1,773,775 Non-cash stock-based compensation 181,947 150,526 126,762 Acquisition and integration costs (1) 94,109 29,994 42,837 Equity in earnings losses (earnings) of non-integral unconsolidated affiliates 9,172 (2,649) (1,263) Loss on disposition of business (gain (Gain) loss on sale of investment), net (1) investments and business (2) (205) 4,370 (1,496) Foreign currency translation losses (2) (3) — 18,531 — Change Increase in fair value of contingent consideration liabilities 31,203 7,064 6,568 Adjusted EBITDA $ 2,876,282 $ 2,331,126 $ 1,947,183
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
The decrease increase in operating income and operating margin for the year ended December 31, 2024 2025 was primarily due to decreased revenues and increased revenues, which contributed to higher levels of fixed cost absorption, as well as 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 period including from the year ended related to the disposition of a non-core business. acquired businesses.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
With respect to this variable rate debt, assuming the principal amount outstanding and interest rate rates in effect as of December 31, 2024 2025 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. $46.7 million.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
The decrease in operating income and Additionally, the 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 also negatively impacted by an $11.9 million loss recorded during the year ended related to the disposition of a non-core business.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
On In August 9, 2024, 2025, we issued $1.50 billion aggregate principal amount of senior notes and received net proceeds from the issuance of senior notes of $1.24 $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 CEI, including the full amount of the short-term term loan. Dynamic Systems.
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RewordedMD&A
Net cash used in provided by financing activities in the year ended December 31, 2024 2025 were also included $155.6 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 compensation, $102.6 million of payments for contingent consideration liabilities and $60.4 million for the payment of $54.2 million of dividends.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
During 2024, 2025, we completed the acquisition of eight businesses in which a portion of the consideration, net of cash acquired, consisted of $1.75 $3.05 billion in cash funded partially with a combination of cash and cash equivalents, borrowings under our debt financing arrangements and proceeds from our commercial paper program and certain other financing transactions as described in Financing Activities below. the issuance of senior notes.
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RewordedMD&A
Net cash used in investing activities in the year ended 2024 December 31, 2025 included $1.75 $3.05 billion related to acquisitions, $604.1 $609.2 million of capital expenditures and $81.9 expenditures, $148.9 million cash paid primarily for non-integral an integral equity method investments. investment and $103.4 million cash paid for a business accounted for as an asset acquisition.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
The increase in corporate and non-allocated costs during the year ended December 31, 2024 2025 was primarily due to a $93.9 $115.8 million increase in intangible asset amortization expense associated with recent acquisitions, including CEI, and a $36.0 $54.0 million increase in compensation expense, which was primarily attributable to increased salaries, incentive compensation and non-cash stock compensation and salary expense in support of business growth and associated and, with acquisitions. respect to incentive compensation, increased levels of profitability.
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RewordedMD&A
Comprehensive Additionally, comprehensive income increased by $42.6 million in for the year ended December 31, 2024 as compared to 2023, primarily due to a $176.6 million increase in net income and included $18.5 million of foreign currency translation losses recognized to net income in connection with our substantial liquidation from Latin American operations.
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RewordedMD&A
The following table sets forth segment revenues, segment operating income (loss) 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): thousands), with certain of our segment results of operations recast to conform to our current segment reporting structure as described above:
Read it in 10-K 2026-02-19 at sec.gov ↗
