UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~

Washington, D.C. 20549

FORM10-Q

☒~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the quarterly period ended September 30, 2017~~

☐~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the transition period from to~~

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2022
or
☐	TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________

Commission File Number: 1-6314

Tutor Perini Corporation

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter)~~

Charter)

MASSACHUSETTS


~~MASSACHUSETTS~~		~~04-1717070~~
(State or ~~other jurisdiction~~Other Jurisdiction of ~~incorporation~~Incorporation or ~~organization)~~	~~(I.R.S. Employer~~ ~~Identification No.)~~ Organization)

15901 OLDEN STREET,SYLMAR,CALIFORNIA


(Address of Principal Executive Offices)

04-1717070


(I.R.S. Employer Identification No.)

91342-1093

~~(Address of principal executive offices)~~

~~(Zip code)~~


(Zip Code)

(818)362-8391

(Registrant’s ~~telephone number, including area code)~~

Telephone Number, Including Area Code)

None

(Former ~~name, former address~~Name, Former Address and ~~former fiscal year,~~Former Fiscal Year, if ~~changed since last report)~~

Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	TPC	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer☒

☐

Accelerated filer☐

☒

~~Non-Accelerated~~Non-accelerated filer☐

☐

Smaller reporting company

☐

Emerging growth company☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act~~ Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $1.00 par value per share, of the registrant outstanding at ~~November 3, 2017~~July 28, 2022 was ~~49,781,010.~~

51,357,691.

Table of Contents

TUTORPERINI CORPORATION AND SUBSIDIARIES

TABLE OFOF CONTENTS

Page Numbers

Part I.

Financial Information:

Item 1.

Financial ~~Statements~~Statements::

Condensed Consolidated Statements of Operations for the Three and ~~Nine~~ Six Months Ended ~~September~~June 30 ~~2017~~, 2022 and ~~2016~~2021 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30 ~~2017~~, 2022 and ~~2016~~2021 (Unaudited)

Condensed Consolidated Balance Sheets as of ~~September~~ June 30 ~~2017~~, 2022 and December 31, ~~2016~~2021 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~ June 30 ~~2017~~, 2022 and ~~2016~~2021 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~7-23~~

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~24-30~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Mine Safety Disclosures

~~Item 5.~~

~~Other Information~~

PART I. –FINANCIAL INFORMATION

Item 1. – Financial Statements

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED



	Three Months Ended				Nine Months Ended
	September 30,				September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per common share amounts)	2017		2016		2017		2016		(in thousands, except per common share amounts)	2022		2021		2022		2021
REVENUE	$	1,199,505	$	1,332,978	$	3,564,140	$	3,726,477	REVENUE	$	861,027	$	1,219,243	$	1,813,181	$	2,426,838
COST OF OPERATIONS		(1,081,254)		(1,208,310)		(3,240,332)		(3,386,947)	COST OF OPERATIONS	(895,250)		(1,091,754)		(1,797,059)		(2,188,894)
GROSS PROFIT		118,251		124,668		323,808		339,530
GROSS PROFIT (LOSS)									GROSS PROFIT (LOSS)	(34,223)		127,489		16,122		237,944
General and administrative expenses		(69,179)		(63,749)		(203,674)		(189,660)	General and administrative expenses	(56,331)		(58,736)		(116,583)		(119,487)
INCOME FROM CONSTRUCTION OPERATIONS		49,072		60,919		120,134		149,870
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS									INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	(90,554)		68,753		(100,461)		118,457
Other income, net		967		2,048		42,373		5,214	Other income, net	1,020		1,431		4,717		1,606
Interest expense		(15,643)		(15,041)		(53,726)		(44,655)	Interest expense	(16,204)		(17,938)		(32,696)		(35,748)
INCOME BEFORE INCOME TAXES		34,396		47,926		108,781		110,429
Provision for income taxes		(9,096)		(19,125)		(37,084)		(44,868)
NET INCOME		25,300		28,801		71,697		65,561
INCOME (LOSS) BEFORE INCOME TAXES									INCOME (LOSS) BEFORE INCOME TAXES	(105,738)		52,246		(128,440)		84,315
Income tax (expense) benefit									Income tax (expense) benefit	43,718		(10,635)		47,607		(17,599)
NET INCOME (LOSS)									NET INCOME (LOSS)	(62,020)		41,611		(80,833)		66,716
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(1,716)		��—		(4,253)		—	LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	983		10,446		3,804		19,517
NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	23,584	$	28,801	$	67,444	$	65,561
BASIC EARNINGS PER COMMON SHARE	$	0.47	$	0.59	$	1.36	$	1.33
DILUTED EARNINGS PER COMMON SHARE	$	0.47	$	0.57	$	1.33	$	1.32
NET INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION									NET INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(63,003)	$	31,165	$	(84,637)	$	47,199
BASIC EARNINGS (LOSS) PER COMMON SHARE									BASIC EARNINGS (LOSS) PER COMMON SHARE	$	(1.23)	$	0.61	$	(1.65)	$	0.93
DILUTED EARNINGS (LOSS) PER COMMON SHARE									DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	(1.23)	$	0.61	$	(1.65)	$	0.92
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:									WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
BASIC		49,775		49,185		49,602		49,132	BASIC	51,276		50,999		51,192		50,956
DILUTED		50,587		50,100		50,768		49,649	DILUTED	51,276		51,375		51,192		51,362

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

(LOSS)

UNAUDITED



	Three Months Ended				Nine Months Ended
	September 30,				September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2017		2016		2017		2016		(in thousands)	2022		2021		2022		2021
NET INCOME	$	25,300	$	28,801	$	71,697	$	65,561
NET INCOME (LOSS)									NET INCOME (LOSS)	$	(62,020)	$	41,611	$	(80,833)	$	66,716

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:									OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined benefit pension plan adjustments		269		248		806		819	Defined benefit pension plan adjustments	457		491		915		983
Foreign currency translation adjustments		726		(411)		1,321		261	Foreign currency translation adjustments	(1,390)		400		(1,133)		772
Unrealized gain (loss) in fair value of investments		12		(79)		(12)		(224)	Unrealized gain (loss) in fair value of investments	(2,058)		219		(6,262)		(964)
Unrealized loss in fair value of interest rate swap		—		—		—		(24)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		1,007		(242)		2,115		832	TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	(2,991)		1,110		(6,480)		791

COMPREHENSIVE INCOME		26,307		28,559		73,812		66,393
COMPREHENSIVE INCOME (LOSS)									COMPREHENSIVE INCOME (LOSS)	(65,011)		42,721		(87,313)		67,507
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(1,716)		—		(4,253)		—	LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	210		10,726		2,652		20,093
COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	24,591	$	28,559	$	69,559	$	66,393
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION									COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(65,221)	$	31,995	$	(89,965)	$	47,414

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATEDBALANCE SHEETS

UNAUDITED



	As of September 30,		As of December 31,
(in thousands, except share and per share amounts)	2017		2016		(in thousands, except share and per share amounts)	As of June 30, 2022		As of December 31, 2021

ASSETS					ASSETS
CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents ($79,111 and $0 related to variable interest entities ("VIEs"))	$	221,878	$	146,103
Cash and cash equivalents ($169,266 and $102,679 related to variable interest entities (“VIEs”))					Cash and cash equivalents ($169,266 and $102,679 related to variable interest entities (“VIEs”))	$	309,267	$	202,197
Restricted cash		17,424		50,504	Restricted cash	4,485		9,199
Restricted investments		48,775		—	Restricted investments	84,498		84,355
Accounts receivable ("AR") including retainage of $574,710 and $569,391 (AR of $36,317 and $0 related to VIEs)		1,857,870		1,743,300
Costs and estimated earnings in excess of billings		902,312		831,826
Other current assets		70,781		66,023
Accounts receivable ($99,872 and $116,415 related to VIEs)					Accounts receivable ($99,872 and $116,415 related to VIEs)	1,337,017		1,454,319
Retention receivable ($178,575 and $162,259 related to VIEs)					Retention receivable ($178,575 and $162,259 related to VIEs)	552,695		568,881
Costs and estimated earnings in excess of billings ($67,874 and $143,105 related to VIEs)					Costs and estimated earnings in excess of billings ($67,874 and $143,105 related to VIEs)	1,372,640		1,356,768
Other current assets ($42,844 and $43,718 related to VIEs)					Other current assets ($42,844 and $43,718 related to VIEs)	207,881		186,773
Total current assets		3,119,040		2,837,756	Total current assets	3,868,483		3,862,492
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $345,546 and $313,783		447,588		477,626
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $507,400 and $483,417 (net P&E of $13,905 and $2,203 related to VIEs)					PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $507,400 and $483,417 (net P&E of $13,905 and $2,203 related to VIEs)	427,894		429,645
GOODWILL		585,006		585,006	GOODWILL	205,143		205,143
INTANGIBLE ASSETS, NET		90,340		92,997	INTANGIBLE ASSETS, NET	74,891		85,068
OTHER ASSETS		40,811		45,235	OTHER ASSETS	143,272		142,550
TOTAL ASSETS	$	4,282,785	$	4,038,620	TOTAL ASSETS	$	4,719,683	$	4,724,898

LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
CURRENT LIABILITIES:					CURRENT LIABILITIES:
Current maturities of long-term debt	$	30,951	$	85,890	Current maturities of long-term debt	$	30,565	$	24,406
Accounts payable ("AP") including retainage of $267,110 and $258,294 (AP of $4,826 and $0 related to VIEs)		949,675		994,016
Billings in excess of costs and estimated earnings ($91,750 and $0 related to VIEs)		403,635		331,112
Accrued expenses and other current liabilities		124,385		107,925
Accounts payable ($66,971 and $96,097 related to VIEs)					Accounts payable ($66,971 and $96,097 related to VIEs)	555,365		512,056
Retention payable ($39,580 and $37,007 related to VIEs)					Retention payable ($39,580 and $37,007 related to VIEs)	227,725		268,945
Billings in excess of costs and estimated earnings ($458,713 and $355,270 related to VIEs)					Billings in excess of costs and estimated earnings ($458,713 and $355,270 related to VIEs)	956,735		761,689
Accrued expenses and other current liabilities ($10,880 and $8,566 related to VIEs)					Accrued expenses and other current liabilities ($10,880 and $8,566 related to VIEs)	192,931		210,017
Total current liabilities		1,508,646		1,518,943	Total current liabilities	1,963,321		1,777,113
LONG-TERM DEBT, less current maturities, net of unamortized discounts and debt issuance costs totaling $54,699 and $56,072		855,325		673,629
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $15,575 and $17,109					LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $15,575 and $17,109	937,743		969,248
DEFERRED INCOME TAXES		132,335		131,007	DEFERRED INCOME TAXES	6,836		70,989
OTHER LONG-TERM LIABILITIES		155,553		162,018	OTHER LONG-TERM LIABILITIES	243,837		233,828
TOTAL LIABILITIES		2,651,859		2,485,597	TOTAL LIABILITIES	3,151,737		3,051,178

CONTINGENCIES AND COMMITMENTS (NOTE 7)

COMMITMENTS AND CONTINGENCIES (NOTE 10)					COMMITMENTS AND CONTINGENCIES (NOTE 10)	0		0
EQUITY					EQUITY
Stockholders' Equity:
Stockholders' equity:					Stockholders' equity:
Preferred stock - authorized 1,000,000 shares ($1 par value), none issued		—		—	Preferred stock - authorized 1,000,000 shares ($1 par value), none issued	—		—
Common stock - authorized 75,000,000 shares ($1 par value), issued and outstanding 49,781,010 and 49,211,353 shares		49,781		49,211
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,357,691 and 51,095,706 shares					Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,357,691 and 51,095,706 shares	51,358		51,096
Additional paid-in capital		1,080,371		1,075,600	Additional paid-in capital	1,137,966		1,133,150
Retained earnings		541,069		473,625	Retained earnings	429,673		514,310
Accumulated other comprehensive loss		(43,298)		(45,413)	Accumulated other comprehensive loss	(48,963)		(43,635)
Total Stockholders' Equity		1,627,923		1,553,023
Total stockholders' equity					Total stockholders' equity	1,570,034		1,654,921
Noncontrolling interests		3,003		—	Noncontrolling interests	(2,088)		18,799
TOTAL EQUITY		1,630,926		1,553,023	TOTAL EQUITY	1,567,946		1,673,720

TOTAL LIABILITIES AND EQUITY	$	4,282,785	$	4,038,620	TOTAL LIABILITIES AND EQUITY	$	4,719,683	$	4,724,898

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

UNAUDITED



	Nine Months Ended September 30,					Six Months Ended June 30,
(in thousands)	2017		2016		(in thousands)	2022		2021
Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income	$	71,697	$	65,561
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)					Net income (loss)	$	(80,833)	$	66,716
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:					Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		37,806		44,638	Depreciation	28,344		44,821
Amortization of intangible assets		2,657		2,657	Amortization of intangible assets	10,177		17,314
Share-based compensation expense		16,057		10,109	Share-based compensation expense	4,814		5,033
Excess income tax benefit from share-based compensation		—		(10)
Change in debt discounts and deferred debt issuance costs		14,725		7,124	Change in debt discounts and deferred debt issuance costs	1,817		3,868
Deferred income taxes		642		(8,636)	Deferred income taxes	(61,145)		2,213
(Gain) loss on sale of property and equipment		(376)		300	(Gain) loss on sale of property and equipment	(168)		360
Changes in other components of working capital					Changes in other components of working capital	269,104		(278,943)
Other long-term liabilities		(2,876)		(8,555)	Other long-term liabilities	7,885		6,801
Other		4,785		(353)
Changes in other components of working capital		(143,213)		(18,669)
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,904		94,166
Other, net					Other, net	(1,297)		515
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES					NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	178,698		(131,302)

Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Acquisition of property and equipment excluding financed purchases		(9,712)		(10,273)
Acquisition of property and equipment					Acquisition of property and equipment	(28,845)		(18,860)
Proceeds from sale of property and equipment		1,440		1,139	Proceeds from sale of property and equipment	6,420		3,623
Investments in securities restricted in use		(48,657)		—
Change in restricted cash		33,080		(2,872)
Investments in securities					Investments in securities	(10,409)		(18,096)
Proceeds from maturities and sales of investments in securities					Proceeds from maturities and sales of investments in securities	4,919		10,497
NET CASH USED IN INVESTING ACTIVITIES		(23,849)		(12,006)	NET CASH USED IN INVESTING ACTIVITIES	(27,915)		(22,836)

Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes		—		200,000
Proceeds from debt		1,991,457		1,003,092	Proceeds from debt	412,357		308,181
Repayment of debt		(1,866,072)		(1,174,679)	Repayment of debt	(439,236)		(367,007)
Excess income tax benefit from share-based compensation		—		10
Issuance of common stock and effect of cashless exercise		(11,147)		(423)
Cash payments related to share-based compensation					Cash payments related to share-based compensation	(1,009)		(1,625)
Distributions paid to noncontrolling interests		(2,500)		—	Distributions paid to noncontrolling interests	(24,500)		(7,250)
Contributions from noncontrolling interests		1,250		—	Contributions from noncontrolling interests	3,961		4,000
Debt issuance and extinguishment costs		(15,268)		(14,868)
NET CASH PROVIDED BY FINANCING ACTIVITIES		97,720		13,132

Net increase in cash and cash equivalents		75,775		95,292
Cash and cash equivalents at beginning of period		146,103		75,452
Cash and cash equivalents at end of period	$	221,878	$	170,744
NET CASH USED IN FINANCING ACTIVITIES					NET CASH USED IN FINANCING ACTIVITIES	(48,427)		(63,701)

Net increase (decrease) in cash, cash equivalents and restricted cash					Net increase (decrease) in cash, cash equivalents and restricted cash	102,356		(217,839)
Cash, cash equivalents and restricted cash at beginning of period					Cash, cash equivalents and restricted cash at beginning of period	211,396		451,852
Cash, cash equivalents and restricted cash at end of period					Cash, cash equivalents and restricted cash at end of period	$	313,752	$	234,013

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

(1)Basis of Presentation

The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles ~~generally accepted~~ in the United States (“GAAP”). Therefore, they should be read in conjunction with the audited consolidated financial statements and the related notes included in ~~the Company’s~~Tutor Perini Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 may not be indicative of the results that will be achieved for the full year ending December 31, ~~2017.~~

2022.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s consolidated financial position as of ~~September~~June 30, ~~2017~~2022 and its consolidated ~~results~~statements of operations and cash flows for the interim periods presented. ~~All significant intercompany~~Intercompany balances and transactions ~~of consolidated subsidiaries~~ have been eliminated. ~~There were no material events that occurred subsequent~~Certain amounts in the notes to the ~~date of the~~condensed consolidated financial statements upof prior years have been reclassified to conform to the ~~filing~~current year presentation.

(2)Revenue

Disaggregation of ~~this Form 10-Q.~~

~~(2)~~ ~~Recent Accounting Pronouncements~~

~~In May 2014,~~Revenue

The following tables disaggregate revenue by end market, customer type and contract type, which the ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), as amended~~Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by subsequent ASUs (collectively, “ASU 2014-09”). ASU 2014-09 amends the existing accounting standards for revenue recognition and establishes principles for recognizing revenue upon the transfer of promised goods or services to customers based on the expected consideration to be received in exchange for those goods or services. The guidance will be effectiveeconomic factors for the Company as of January 1, 2018. The amendments may be applied retrospectively to each prior period presented or with the cumulative effect recognized as of the date of initial application (modified retrospective method). The Company expects to adopt this new standard using the modified retrospective method. The Company is currently reviewing contracts in order to determine the impact, if any, that the adoption of ASU 2014-09 will have on its consolidated financial statements. Based on the Company’s evaluation of ASU 2014-09, the Company currently does not expect it to have a material impact on its results of operations. The Company is identifyingthree and implementing changes to the Company’s business processes, systems and internal controls to support the adoption of this new standard and the related disclosure requirements. The adoption of the standard is also expected to impact the presentation of the consolidated balance sheet. The impact primarily relates to reclassifications among financial statement accounts to align with the new standard. The Company will continue its evaluation of ASU 2014-09 (including how it may impact future contracts, as well as any new or emerging interpretations of the standard) through the date of adoption.

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues including the classification of debt prepayment and extinguishment costs in the cash flow statement. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period provided any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. ~~The Company adopted this accounting standard during the three~~six months ended ~~September~~June 30, ~~2017~~2022 and has applied the provisions retrospectively to the beginning of the fiscal years presented in the Condensed Consolidated Financial Statements. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~. This ASU clarifies the scope of modification accounting under Topic 718 with respect to changes to the terms or conditions of a share-based payments award. Under this new guidance, modification accounting would not apply if a change to an award does not affect the total current fair value, vesting conditions or the classification of the award. This guidance will be effective for the Company as of January 1, 2018, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

2021.

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2022 2021 2022 2021
Civil segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects) $ 225,574 $ 366,534 $ 482,712 $ 675,409
Bridges 85,073 65,775 126,320 111,942
Military defense facilities 60,355 44,585 110,149 94,121
Water 22,384 24,800 43,036 51,610
Other 10,236 53,658 32,200 97,845
Total Civil segment revenue $ 403,622 $ 555,352 $ 794,417 $ 1,030,927


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Building segment revenue by end market:
Municipal and government	$	83,826	$	74,475	$	159,781	$	146,384
Hospitality and gaming	24,077		86,145		100,995		186,712
Commercial and industrial facilities	49,309		101,960		88,395		232,012
Health care facilities	50,277		13,598		85,837		24,007
Mass transit (includes transportation projects)	10,447		34,344		70,648		60,879
Education facilities	31,176		46,143		61,036		84,460

Other	17,829		25,995		30,897		55,439
Total Building segment revenue	$	266,941	$	382,660	$	597,589	$	789,893

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~~(3)~~ ~~Earnings Per Common Share (EPS)~~

~~Basic EPS and diluted EPS~~


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Specialty Contractors segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)	$	75,395	$	148,045	$	194,422	$	329,208
Commercial and industrial facilities	36,444		36,637		66,301		75,386
Multi-unit residential	28,243		30,649		53,181		73,444
Water	13,972		17,514		35,419		38,668
Federal government	14,106		455		20,855		4,502
Education facilities	8,165		18,425		20,441		31,781

Other	14,139		29,506		30,556		53,029
Total Specialty Contractors segment revenue	$	190,464	$	281,231	$	421,175	$	606,018


	Three Months Ended June 30, 2022								Three Months Ended June 30, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	319,411	$	89,473	$	91,817	$	500,701	$	481,333	$	92,275	$	124,080	$	697,688
Federal agencies	62,991		42,402		3,186		108,579		49,335		49,287		5,704		104,326
Private owners	21,220		135,066		95,461		251,747		24,684		241,098		151,447		417,229
Total revenue	$	403,622	$	266,941	$	190,464	$	861,027	$	555,352	$	382,660	$	281,231	$	1,219,243


	Six Months Ended June 30, 2022								Six Months Ended June 30, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	633,253	$	213,163	$	184,048	$	1,030,464	$	871,835	$	168,856	$	267,004	$	1,307,695
Federal agencies	113,685		88,500		14,520		216,705		100,968		99,648		26,941		227,557
Private owners	47,479		295,926		222,607		566,012		58,124		521,389		312,073		891,586
Total revenue	$	794,417	$	597,589	$	421,175	$	1,813,181	$	1,030,927	$	789,893	$	606,018	$	2,426,838


	Three Months Ended June 30, 2022								Three Months Ended June 30, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by contract type:
Fixed price	$	337,414	$	64,296	$	158,036	$	559,746	$	461,068	$	95,349	$	246,290	$	802,707
Guaranteed maximum price	301		145,954		3,361		149,616		498		247,402		2,563		250,463
Unit price	72,210		—		22,064		94,274		88,516		(1,564)		28,703		115,655
Cost plus fee and other	(6,303)		56,691		7,003		57,391		5,270		41,473		3,675		50,418
Total revenue	$	403,622	$	266,941	$	190,464	$	861,027	$	555,352	$	382,660	$	281,231	$	1,219,243

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	Six Months Ended June 30, 2022								Six Months Ended June 30, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by contract type:
Fixed price	$	674,407	$	166,814	$	357,099	$	1,198,320	$	880,224	$	179,798	$	539,758	$	1,599,780
Guaranteed maximum price	594		317,463		8,694		326,751		1,768		517,856		3,693		523,317
Unit price	122,720		33		36,886		159,639		141,249		(1,453)		57,000		196,796
Cost plus fee and other	(3,304)		113,279		18,496		128,471		7,686		93,692		5,567		106,945
Total revenue	$	794,417	$	597,589	$	421,175	$	1,813,181	$	1,030,927	$	789,893	$	606,018	$	2,426,838

Changes in Contract Estimates that Impact Revenue

Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are ~~calculated by dividing net income attributable to Tutor Perini Corporation by~~recognized in the ~~following: for basic EPS, the weighted-average number of common shares outstanding~~period in which they are determined. Revenue was negatively impacted during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units, unexercised stock options and the Convertible Notes, as defined in Note 6. The Company calculates the effect of these potentially dilutive securities using the treasury stock method.

Three Months Ended September 30,

Nine Months Ended September 30,
(in thousands, except per common share amounts)
2017

2016

2017

2016
Net income attributable to Tutor Perini Corporation
$
23,584

$
28,801

$
67,444

$
65,561

Weighted-average common shares outstanding, basic

49,775

49,185

49,602

49,132
Effect of dilutive restricted stock units and stock options

812

915

1,166

517
Weighted-average common shares outstanding, diluted

50,587

50,100

50,768

49,649

Earnings per common share:

Basic earnings per common share
$
0.47

$
0.59

$
1.36

$
1.33
Diluted earnings per common share
$
0.47

$
0.57

$
1.33

$
1.32

Anti-dilutive shares not included above

912

610

752

1,339

With regard to diluted EPS and the impact of the Convertible Notes on the diluted EPS calculation, because the Company has the intent and ability to settle the principal amount of the Convertible Notes in cash, per Accounting Standards Codification (“ASC”) 260, ~~Earnings Per Share,~~ ~~the settlement of the principal amount has no impact on diluted EPS.~~

~~(4)~~ ~~Income Taxes~~

~~The Company’s effective income tax rate for~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 related to performance obligations satisfied (or partially satisfied) in prior periods by $63.6 million and $110.3 million, respectively. Likewise, revenue was ~~26.4% and 34.1%, respectively, compared to 39.9% and 40.6% for~~negatively impacted during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2021 related to performance obligations satisfied (or partially satisfied) in prior periods by $8.9 million and $29.0 million, respectively.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of June 30, 2022, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.9 billion, $2.2 billion and $1.3 billion for the Civil, Building and Specialty Contractors segments, respectively. As of June 30, 2021, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.3 billion, $1.5 billion and $1.5 billion for the Civil, Building and Specialty Contractors segments, respectively. The ~~effective tax rate~~Company typically recognizes revenue on Civil segment projects over a period of three to five years, whereas for ~~both~~projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period of one to three years.

(3)Contract Assets and Liabilities

The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the 2017 periods was favorably impacted by the release of tax liabilities as a result of a statute expiration and earnings attributable to noncontrolling interests for which income taxes are not the responsibility of the Company. The effective tax rate for the nine months ended September 30, 2017 was also favorably impacted by the tax benefits associated with share-based compensation. During the first quarter of 2017, the Company recognized tax benefits associated with share-based compensationCompany’s project operating cycle.

Contract assets include amounts due under ~~the~~retention provisions, ~~of ASU 2016-09,~~ ~~Improvement to Employee Share-Based Payment Accounting~~, as discussed in Note 9. This tax benefit is the result of a greater tax deduction for share-based compensation expense for awards that vested or were exercised in the first quarter of 2017 relative to the share-based compensation expense recognized under GAAP for these same awards. ~~The effective tax rate for the third quarter of 2016 was favorably impacted by return-to-provision adjustments.~~

~~(5)~~ ~~Costs and Estimated Earnings in Excess of Billings~~

~~Costs~~costs and estimated earnings in excess of billings and capitalized contract costs. The amounts as ~~reported~~included on the Condensed Consolidated Balance Sheets consisted of the following:



	As of September 30,		As of December 31,
(in thousands)	2017		2016		(in thousands)	As of June 30, 2022		As of December 31, 2021
Retention receivable					Retention receivable	$	552,695	$	568,881
Costs and estimated earnings in excess of billings:					Costs and estimated earnings in excess of billings:
Claims	$	505,069	$	477,425	Claims	764,430		833,352
Unapproved change orders		295,204		207,475	Unapproved change orders	515,851		418,054
Other unbilled costs and profits		102,039		146,926	Other unbilled costs and profits	92,359		105,362
Total costs and estimated earnings in excess of billings	$	902,312	$	831,826	Total costs and estimated earnings in excess of billings	1,372,640		1,356,768
Capitalized contract costs					Capitalized contract costs	70,400		69,027
Total contract assets					Total contract assets	$	1,995,735	$	1,994,676

Retention receivable represents amounts invoiced to customers where payments have been partially withheld pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retention

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agreements vary from project to project, and balances could be outstanding for several months or years depending on a number of circumstances such as contract-specific terms, project performance and other variables that may arise as the Company makes progress toward completion. As of June 30, 2022, the amount of retention receivable estimated by management to be collected beyond one year is approximately 48% of the balance.

Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution ~~of any disputed or open items~~ between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new ~~positions where recovery is concluded to be both probable and reliably estimable;~~positions; decreases normally result from resolutions and subsequent billings. ~~For both~~As discussed in Note 10, the resolution of these claims and unapproved change orders ~~the Company recognizes revenue, but~~

~~Table~~may require litigation or other forms of ~~Contents~~

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

~~not profit.~~dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves ~~the passage of time and, often,~~ incremental progress toward contractual requirements or milestones.

~~(6)~~ ~~Financial Commitments~~

~~Long-Term Debt~~

~~Long-term debt consisted~~

Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs are generally expensed to the associated contract over the period of anticipated use on the ~~following~~project. During the three and six months ended June 30, 2022, $19.0 million and $31.6 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and six months ended June 30, 2021, $13.4 million and $25.3 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the ~~dates~~related contracts.

Contract liabilities include amounts owed under retention provisions and billings in excess of costs and estimated earnings. The amount as reported on the Condensed Consolidated Balance Sheets ~~presented:~~

consisted of the following:

As of September 30,

As of December 31,
(in thousands)
2017

2016
2017 Senior Notes
$
492,545

$
—
2017 Credit Facility

146,942

—
2010 Senior Notes

—

298,120
2014 Revolver

—

147,990
Term Loan

—

54,650
Convertible Notes

159,314

152,668
Equipment financing, mortgages and acquisition-related notes

83,156

101,558
Other indebtedness

4,319

4,533
Total debt

886,276

759,519
Less – current maturities

(30,951)

(85,890)
Long-term debt, net
$
855,325

$
673,629


(in thousands)	As of June 30, 2022		As of December 31, 2021
Retention payable	$	227,725	$	268,945
Billings in excess of costs and estimated earnings	956,735		761,689
Total contract liabilities	$	1,184,460	$	1,030,634

Retention payable represents amounts invoiced to the Company by subcontractors where payments have been partially withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. Generally, retention payable is not remitted to subcontractors until the associated retention receivable from customers is collected. As of June 30, 2022, the amount of retention payable estimated by management to be remitted beyond one year is approximately 42% of the balance.

Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three and six months ended June 30, 2022 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $387.5 million and $425.5 million, respectively. Revenue recognized during the three and six months ended June 30, 2021 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $321.0 million and $458.8 million, respectively.

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(4)Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:


(in thousands)	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents available for general corporate purposes	$	85,102	$	60,192
Joint venture cash and cash equivalents	224,165		142,005
Cash and cash equivalents	309,267		202,197
Restricted cash	4,485		9,199
Total cash, cash equivalents and restricted cash	$	313,752	$	211,396

Cash equivalents include short-term, highly liquid investments with maturities of three months or less when acquired. Cash and cash equivalents consist of amounts available for the Company’s general purposes, the Company’s proportionate share of cash held by the Company’s unconsolidated joint ventures and 100% of amounts held by the Company’s consolidated joint ventures. In both cases, cash held by joint ventures is available only for joint venture-related uses, including future distributions to joint venture partners.

Restricted cash includes amounts held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.

(5)Earnings Per Common Share

Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income (loss) attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units and unexercised stock options. Potentially dilutive securities also included the Convertible Notes (as defined in Note 8) prior to their repayment on June 15, 2021; however, the Convertible Notes had no impact on diluted EPS. The Company calculates the effect of the potentially dilutive restricted stock units and stock options using the treasury stock method.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per common share data)	2022		2021		2022		2021
Net income (loss) attributable to Tutor Perini Corporation	$	(63,003)	$	31,165	$	(84,637)	$	47,199

Weighted-average common shares outstanding, basic	51,276		50,999		51,192		50,956
Effect of dilutive restricted stock units and stock options	—		376		—		406
Weighted-average common shares outstanding, diluted	51,276		51,375		51,192		51,362

Net income (loss) attributable to Tutor Perini Corporation per common share:
Basic	$	(1.23)	$	0.61	$	(1.65)	$	0.93
Diluted	$	(1.23)	$	0.61	$	(1.65)	$	0.92

Anti-dilutive securities not included above	3,398		1,810		3,415		1,725

For the three and six months ended June 30, 2022, all outstanding restricted stock units and stock options were excluded from the calculation of weighted-average diluted shares outstanding, as the shares have an anti-dilutive effect due to the net loss for the period.

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(6)Income Taxes

The Company recognized an income tax benefit of $43.7 million and $47.6 million, resulting in an effective income tax rate of 41.3% and 37.1% for the three and six months ended June 30, 2022, respectively. The effective income tax rates for both periods were higher than the 21% federal statutory rate primarily due to pre-tax losses incurred in both periods and projected for the year. In periods reporting pre-tax losses, a tax benefit increases the effective income tax rate because it increases the tax benefit generated from the pre-tax loss. The tax benefits in the respective periods that caused a higher tax rate were primarily the earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and state income tax benefits (net of federal tax benefits). The effective income tax rates for both periods reflect the impact of a relatively low projected pre-tax loss for the year, which magnifies the impact of tax benefits on the effective income tax rate.

The Company’s effective income tax rate for the three and six months ended June 30, 2021 was 20.4% and 20.9%, respectively. The 2021 periods reported pre-tax income and pre-tax income was projected for the 2021 year, thereby resulting in tax benefits reducing the effective income tax rate. The effective income tax rate was lower than the 21% federal statutory rate primarily due to earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company, with the decrease mostly offset by state income taxes (net of the federal tax benefit).

(7)Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill since its inception through June 30, 2022:


(in thousands)	Civil		Building		Specialty Contractors		Total
Gross goodwill as of December 31, 2021	$	492,074	$	424,724	$	156,193	$	1,072,991
Accumulated impairment as of December 31, 2021	(286,931)		(424,724)		(156,193)		(867,848)
Goodwill as of December 31, 2021	205,143		—		—		205,143
Current year activity	—		—		—		—
Goodwill as of June 30, 2022	$	205,143	$	—	$	—	$	205,143

The Company performed its annual impairment test in the fourth quarter of 2021 and concluded goodwill was not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.

The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, impacts to our business as a result of the COVID-19 pandemic, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.

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Intangible Assets

Intangible assets consist of the following:


	As of June 30, 2022								Weighted-Average Amortization Period
(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value
Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)	69,250		(24,767)		(23,232)		21,251		20 years
Contractor license	6,000		—		(6,000)		—		N/A
Customer relationships	39,800		(23,155)		(16,645)		—		N/A
Construction contract backlog	149,290		(146,060)		—		3,230		3 years
Total	$	381,940	$	(193,982)	$	(113,067)	$	74,891


	As of December 31, 2021								Weighted-Average Amortization Period
(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value
Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)	69,250		(23,650)		(23,232)		22,368		20 years
Contractor license	6,000		—		(6,000)		—		N/A
Customer relationships	39,800		(23,053)		(16,645)		102		12 years
Construction contract backlog	149,290		(137,102)		—		12,188		3 years
Total	$	381,940	$	(183,805)	$	(113,067)	$	85,068

Amortization expense for the three and six months ended June 30, 2022 was $4.7 million and $10.2 million, respectively. Amortization expense for the three and six months ended June 30, 2021 was $10.7 million and $17.3 million, respectively. As of June 30, 2022, future amortization expense is estimated to be $4.3 million for the remainder of 2022, $2.2 million per year for the years 2023 through 2027 and $9.2 million thereafter.

The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2021. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would indicate impairment of its non-amortizable trade names.

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UNAUDITED

(8)Financial Commitments

Long-Term Debt

Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:


(in thousands)	As of June 30, 2022		As of December 31, 2021
2017 Senior Notes	$	496,757	$	496,244
Term Loan B	405,231		406,335
2020 Revolver	—		27,000
Equipment financing and mortgages	53,409		56,246
Other indebtedness	12,911		7,829
Total debt	968,308		993,654
Less: Current maturities	30,565		24,406
Long-term debt, net	$	937,743	$	969,248

The following table reconciles the outstanding debt ~~balance~~balances to the reported debt balances as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016:~~

2021:

As of September 30, 2017

As of December 31, 2016
(in thousands)
Outstanding Long-Term Debt

Unamortized Discounts and Issuance Costs

Long-Term
Debt,
as reported

Outstanding Long-Term Debt

Unamortized Discounts and Issuance Costs

Long-Term
Debt,
as reported
2017 Senior Notes
$
500,000

$
(7,455)

$
492,545

$
—

$
—

$
—
2017 Credit Facility

153,500

(6,558)

146,942

—

—

—
2010 Senior Notes

—

—

—

300,000

(1,880)

298,120
2014 Revolver

—

—

—

152,500

(4,510)

147,990
Term Loan

—

—

—

57,000

(2,350)

54,650
Convertible Notes

200,000

(40,686)

159,314

200,000

(47,332)

152,668


	As of June 30, 2022						As of December 31, 2021
(in thousands)	Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported		Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported
2017 Senior Notes	$	500,000	$	(3,243)	$	496,757	$	500,000	$	(3,756)	$	496,244
Term Loan B	417,563		(12,332)		405,231		419,688		(13,353)		406,335

~~Debt Transactions~~

The unamortized issuance costs related to the 2020 Revolver were $1.8 million and $2.1 million as of June 30, 2022 and December 31, 2021, respectively, and are included in other assets on the Condensed Consolidated Balance Sheets.

2020 Credit Agreement

On August 18, 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits 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 Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes

are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions).

The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty. The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions).

Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the 2020 Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) 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 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness,

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UNAUDITED

(x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00.

Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate upon LIBOR being discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was 6.91% during the six months ended June 30, 2022.

The 2020 Credit Agreement requires, with respect to the 2020 Revolver only, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 2.75:1:00, stepping down to 2.25:1.00 beginning the quarter ending March 31, 2022. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.

As of June 30, 2022, the entire $175 million was available under the 2020 Revolver. The Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended June 30, 2022.

Repurchase and Repayment of Convertible Notes

On June 15, 2021, the Company repaid the $69.9 million outstanding principal balance of the 2.875% Convertible Senior Notes (the “Convertible Notes”).

2017 Senior Notes

On April 20, 2017, the Company issued $500 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private ~~placement.~~placement offering. Interest on the 2017 Senior Notes is payable in arrears semi-annually in May and November of each year, beginning in November 2017.

Prior to May 1, 2020, the Company may redeem the 2017 Senior Notes at a redemption price equal to 100% of their principal amount plus a “make-whole” premium described in the indenture. In addition, prior to May 1, 2020, the Company may redeem up to 40% of the original aggregate principal amount of the notes at a redemption price of 106.875% of their principal amount with the proceeds received by the Company from any offering of the Company’s equity. After May 1, 2020, the

The Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

The 2017 Senior Notes are senior unsecured obligations of the Company and are guaranteed by substantially all of the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s ~~2017~~2020 Credit ~~Facility,~~Agreement, as defined ~~below.~~above. In addition, the indenture for the 2017 Senior Notes provides for customary covenants, including events of default and restrictions on the payment of dividends and share repurchases.

~~2017 Credit Facility~~

On April 20, 2017, the Company entered into a credit agreement (the “2017 Credit Facility”) with SunTrust Bank as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders. The 2017 Credit Facility provides for a $350 million revolving credit facility (the “2017 Revolver”) and a sublimit for the issuance of letters of credit and swingline loans up to the aggregate amount of $150 million and $10 million, respectively, both maturing on April 20, 2022, unless any of the Convertible Notes, as defined below, are outstanding on December 17, 2020, in which case all such borrowings will mature on December 17, 2020 (subject to certain further exceptions). In addition, the 2017 Credit Facility permits additional borrowings in an aggregate amount of $150 million, which can be in the form of increased capacity on the 2017 Revolver or the establishment of one or more term loans.

Borrowings under the 2017 Revolver bear interest, at the Company’s option, at a rate equal to a margin over (a) the London Interbank Offered Rate (“LIBOR”) plus a margin of between 1.50% and 3.00% or (b) a base rate (determined by reference to the highest of (i) the administrative agent’s prime lending rate, (ii) the federal funds effective rate plus 50 basis points, (iii) the LIBOR rate for a one-month interest period plus 100 basis points and (iv) 0%), plus a margin of between 0.50% and 2.00%, in each case based on the Consolidated Leverage Ratio (as defined in the 2017 Credit Facility). In addition to paying interest on outstanding principal under the 2017 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2017 Revolver in respect of the unutilized commitments thereunder. The Companywill pay customary letter of credit fees. If an event of default occurs and is continuing, the otherwise applicable margin and letter of credit fees will be increased by 2% per annum. The weighted-average annual interest rate on borrowings under the 2017 Revolver was approximately 3.86% during the first nine months of 2017.

The 2017 Credit Facility contains customary covenants for credit facilities of this type, including maximum consolidated leverage ratios ranging from 4.00:1.00 to 3.25:1.00 over the life of the facility and a minimum consolidated fixed charge coverage ratio of 1.25:1.00. Substantially all of the Company’s subsidiaries unconditionally guarantee the obligations of the Company under the 2017 Credit Facility; additionally, the obligations are secured by a lien on all personal property of the Company and its subsidiaries guaranteeing these obligations.

As of September 30, 2017, there was $197 million available under the 2017 Revolver, and the Company had not utilized the 2017 Credit Facility for letters of credit. The Company was in compliance with the financial covenants under the 2017 Credit Facility as of September 30, 2017.

~~Repurchase and Redemption of 2010 Senior Notes and Termination of 2014 Credit Facility~~

On April 20, 2017, the Company used proceeds from the 2017 Senior Notes and 2017 Revolver to repurchase or redeem its 2010 Senior Notes, to pay off its Term Loan and 2014 Revolver, and to pay accrued but unpaid interest and fees. In addition, the indenture governing the 2010 Senior Notes was satisfied and discharged, and the Company terminated the 2014 Credit Facility.

~~2010 Senior Notes~~

On October 20, 2010, the Company issued $300 million of 7.625% Senior Notes due November 1, 2018 (the “2010 Senior Notes”) in a private placement offering. As discussed above, on April 20, 2017, the Company repurchased or redeemed the 2010 Senior Notes in full and the related indenture was satisfied and discharged.

~~2014 Credit Facility~~

On June 5, 2014, the Company entered into a Sixth Amended and Restated Credit Agreement, as amended (the “2014 Credit Facility”), with Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders. The 2014 Credit Facility provided for a $300 million revolving credit facility (the “2014 Revolver”), a $250 million term loan (the “Term Loan”) and a sublimit for the issuance of letters of credit up to the aggregate amount of $150 million, all maturing on May 1, 2018. Borrowings under both the 2014 Revolver and the Term Loan bore interest based either on Bank of America’s prime lending rate or the London Interbank Offered Rate (“LIBOR”), each plus an applicable margin ranging from 1.25% to 3.00%, contingent upon the latest Consolidated Leverage Ratio.

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UNAUDITED

~~As discussed above, on April 20, 2017, the Company repaid all borrowings under the 2014 Credit Facility and concurrently terminated the facility.~~

~~Convertible Notes~~

On June 15, 2016, the Company issued $200 million of 2.875% Convertible Senior Notes due June 15, 2021 (the “Convertible Notes”) in a private placement offering. The Convertible Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes bear interest at a rate of 2.875% per year, payable in cash semi-annually in June and December.

Prior to January 15, 2021, the Convertible Notes will be convertible only under the following circumstances: (1) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (2) if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion rate of 33.0579 (or $39.32) on each applicable trading day; or (3) upon the occurrence of specified corporate events. On or after January 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

The Convertible Notes will be convertible at an initial conversion rate of 33.0579 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $30.25. The conversion rate will be subject to adjustment for some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert their Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a “make-whole fundamental change” described in the indenture. Upon conversion, and at the Company’s election, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock. As of September 30, 2017, the conversion provisions of the Convertible Notes have not been triggered.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

Interest Expense

Interest expense as reported in the Condensed Consolidated Statements of Operations ~~consists~~consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Cash interest expense:
Interest on 2017 Senior Notes	$	8,594	$	8,593	$	17,188	$	17,187
Interest on Term Loan B	6,085		6,115		12,118		12,209
Interest on 2020 Revolver	130		552		633		673
Interest on Convertible Notes	—		418		—		921
Other interest	479		409		940		890
Total cash interest expense	15,288		16,087		30,879		31,880

Non-cash interest expense:(a)
Amortization of discount and debt issuance costs on Convertible Notes	—		941		—		2,040
Amortization of discount and debt issuance costs on Term Loan B	516		527		1,021		1,066
Amortization of debt issuance costs on 2020 Revolver	141		142		283		284
Amortization of debt issuance costs on 2017 Senior Notes	259		241		513		478
Total non-cash interest expense	916		1,851		1,817		3,868

Total interest expense	$	16,204	$	17,938	$	32,696	$	35,748

Three Months Ended

Nine Months Ended

September 30,

September 30,
(in thousands)
2017

2016

2017

2016
Cash interest expense:

Interest on 2017 Senior Notes
$
8,593

$
—

$
15,373

$
—
Interest on 2017 Credit Facility

2,035

—

3,526

—
Interest on 2010 Senior Notes

—

5,719

6,926

17,156
Interest on 2014 Credit Facility

—

3,553

4,455

15,943
Interest on Convertible Notes

1,438

1,438

4,313

1,677
Other interest

802

556

2,495

2,755
Cash portion of loss on extinguishment

—

—

1,913

—
Total cash interest expense

12,868

11,266

39,001

37,531

Non-cash interest expense:(a)

Amortization of debt issuance costs on 2017 Senior Notes

185

—

326

—
Amortization of debt issuance costs on 2017 Credit Facility

322

—

603

—
Amortization of discount and debt issuance costs on 2010 Senior Notes

—

251

308

750
Amortization of debt issuance costs on 2014 Credit Facility

—

1,458

1,703

3,969
Amortization of discount and debt issuance costs on Convertible Notes

2,268

2,066

6,646

2,405
Non-cash portion of loss on extinguishment

—

—

5,139

—
Total non-cash interest expense

2,775

3,775

14,725

7,124

Total interest expense
$
15,643

$
15,041

$
53,726

$
44,655

(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2017 Senior Notes and ~~the Convertible Notes~~Term Loan B were 7.13% and ~~9.39%~~6.43%, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

~~(7)~~ ~~Contingencies~~2022.

(9)Leases

The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of June 30, 2022, the Company’s operating leases have remaining lease terms ranging from less than one year to 16 years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The following table presents components of lease expense for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Operating lease expense	$	3,912	$	3,707	$	8,069	$	7,425
Short-term lease expense(a)	12,991		18,301		27,435		39,426
	16,903		22,008		35,504		46,851
Less: Sublease income	190		176		380		346
Total lease expense	$	16,713	$	21,832	$	35,124	$	46,505

(a)Short-term lease expense includes all leases with lease terms of up to one year. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.

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UNAUDITED

The following table presents supplemental balance sheet information related to operating leases:


(dollars in thousands)	Balance Sheet Line Item	As of June 30, 2022			As of December 31, 2021
Assets
Right-of-use assets	Other assets	$	56,018		$	53,462
Total lease assets		$	56,018		$	53,462
Liabilities
Current lease liabilities	Accrued expenses and other current liabilities	$	7,420		$	7,481
Long-term lease liabilities	Other long-term liabilities	53,025			50,057
Total lease liabilities		$	60,445		$	57,538
Weighted-average remaining lease term		11.8 years			12.0 years
Weighted-average discount rate		9.35		%	9.44		%

The following table presents supplemental cash flow information and non-cash activity related to operating leases:


	Six Months Ended June 30,
(in thousands)	2022		2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	(7,717)	$	(6,855)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities	$	7,887	$	5,780

The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2022:


Year (in thousands)	Operating Leases
2022 (excluding the six months ended June 30, 2022)	$	6,409
2023	11,255
2024	8,776
2025	7,869
2026	6,489
Thereafter	65,120
Total lease payments	105,918
Less: Imputed interest	45,473
Total	$	60,445

(10)Commitments

and Contingencies

The Company and certain of its subsidiaries are involved in litigation and ~~are~~other legal proceedings and forms of dispute resolution in the ordinary course of business, including but not limited to disputes over contract payment and/or performance-related issues (such as disagreements regarding delay or a change in the scope of work of a project and/or the price associated with that change) and other matters incidental to the Company’s business. In accordance with ASC 606, the Company makes assessments of these types of matters on a routine basis and, to the extent permitted by ASC 606, estimates and records recovery related to these matters as a form of variable consideration at the most likely amount the Company expects to receive, as discussed further in Note 3. In addition, the Company is contingently liable for ~~commitments~~litigation, performance guarantees and ~~performance guarantees~~other commitments arising in the ordinary course of ~~business. The Company~~business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and ~~certain of~~updates or revises its customers have made claims arising from the performance under their contracts. The Company recognizes certain significant claims for recovery of incurred cost when it is probable that the claim will result in additional contract revenueestimates as warranted by subsequent information and ~~when the amount of the claim can be reliably estimated.~~developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations ~~the number of future claims,~~ and the estimated cost of ~~both pending~~resolving disputes.

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UNAUDITED

Consequently, these assessments are estimates, and ~~future claims.~~actual amounts may vary from such estimates. In addition, because ~~most contingencies~~such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change inover time should the ~~future due to various factors.~~circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of ~~these~~other matters is not expected to have a material ~~adverse~~ effect on the Company’s consolidated financial position, results of operations or cash flows.

~~Several matters are in the litigation and dispute resolution process. The following discussion provides a background and current status~~

A description of the ~~more significant matters.~~

~~Long Island Expressway/Cross Island Parkway Matter~~

The Company reconstructed the Long Island Expressway/Cross Island Parkway Interchange for the New York State Department of Transportation (the “NYSDOT”). The $130 million project was substantially completed in January 2004 and was accepted by the NYSDOT as complete in February 2006. The Company incurred significant added costs in completing its work and suffered extended schedule costs due to numerous design errors, undisclosed utility conflicts, lack of coordination with local agencies andmaterial pending legal proceedings, other ~~interferences for which the Company believes the NYSDOT is responsible.~~

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

~~In March 2011, the Company filed its claim and complaint with the New York State Court of Claims and served~~than ordinary routine litigation incidental to the New York State Attorney General’s Office, seeking damages in the amount of $53.8 million. In May 2011, the NYSDOT filed a motion to dismiss the Company’s claim on the grounds that the Company had not provided required documentation for project closeout and filing of a claim. In September 2011, the Company reached agreement on final payment with the Comptroller’s Office on behalf of the NYSDOT, which resulted in an amount of $0.5 million payable to the Company and formally closed out the project allowing the Company to re-file its claim. The Company re-filed its claim in the amount of $53.8 million with the NYSDOT in February 2012 and with the Court of Claims in March 2012. In May 2012, the NYSDOT served its answer and counterclaims in the amount of $151 million alleging fraud in the inducement and punitive damages related to disadvantaged business ~~enterprise (“DBE”) requirements for the project. The Court subsequently ruled that NYSDOT’s counterclaims may only be asserted~~is as a defense and offset to the Company’s claims and not as affirmative claims. In November 2014, the Appellate Division First Department affirmed the dismissal of the City’s affirmative defenses and affirmative counterclaims based on DBE fraud. The Company does not expect the counterclaims to have any material effect on its consolidated financial statements.

Management has made an estimate of the total anticipated recovery on this project, and such estimate is included in revenue recorded to date. To the extent new facts become known or the final recovery included in the claim settlement varies from the estimate, the impact of the change will be reflected in the consolidated financial statements at that time.

~~Fontainebleau Matter~~

Desert Mechanical, Inc. (“DMI”) and Fisk Electric Company (“Fisk”), wholly owned subsidiaries of the Company, were subcontractors on the Fontainebleau Project in Las Vegas (“Fontainebleau”), a hotel/casino complex with approximately 3,800 rooms. In June 2009, Fontainebleau filed for bankruptcy protection, under Chapter 11 of the U.S. Bankruptcy Code, in the Southern District of Florida.

DMI and Fisk filed liens in Nevada for approximately $44 million, representing unreimbursed costs to date and lost profits, including anticipated profits. Other unaffiliated subcontractors have also filed liens. In June 2009, DMI filed suit against Turnberry West Construction, Inc., the general contractor, in the 8th Judicial District Court, Clark County, Nevada (the “District Court”), and in May 2010, the court entered an order in favor of DMI for approximately $45 million.

In January 2010, the Bankruptcy Court approved the sale of the property to Icahn Nevada Gaming Acquisition, LLC, and this transaction closed in February 2010. As a result of a July 2010 ruling relating to certain priming liens, there was approximately $125 million set aside from this sale that is available for distribution to satisfy the creditor claims based on seniority. At that time, the total estimated sustainable lien amount was approximately $350 million. The project lender filed suit against the mechanic’s lien claimants, including DMI and Fisk, alleging that certain mechanic’s liens are invalid and that all mechanic’s liens are subordinate to the lender’s claims against the property. The Nevada Supreme Court ruled in October 2012 in an advisory opinion at the request of the Bankruptcy Court that lien priorities would be determined in favor of the mechanic lien holders under Nevada law.

In October 2013, a settlement was reached by and among the Statutory Lienholders and the other interested parties. The Bankruptcy Court appointed a mediator to facilitate the execution of that settlement agreement, but the parties were unable to settle. During the third quarter of 2017, DMI filed a motion seeking permission to file an action in Nevada; the motion was granted by the Bankruptcy Court.

~~Honeywell Street/Queens Boulevard Bridges Matter~~

In 1999, the Company was awarded a contract for reconstruction of the Honeywell Street/Queens Boulevard Bridges project for the City of New York (the “City”). In June 2003, after substantial completion of the project, the Company initiated an action to recover $8.8 million in claims against the City on behalf of itself and its subcontractors. In March 2010, the City filed counterclaims for $74.6 million and other relief, alleging fraud in connection with the DBE requirements for the project. In May 2010, the Company served the City with its response to the City’s counterclaims and affirmative defenses. In August 2013, the Court granted the Company’s motion to dismiss the City’s affirmative defenses and counterclaims relating to fraud.

follows:

~~Table of Contents~~

~~TUTOR PERINI CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

In January 2017, the Court granted the City’s motion for summary judgment and dismissed the Company’s claim against the City. The Company has filed a notice of appeal. The Court also granted the Company’s motion for summary judgment for release of retention plus interest from 2010 for an aggregate amount of approximately $1.2 million.

~~The Company does not expect ultimate resolution of this matter to have a material effect on its consolidated financial statements.~~

~~Westgate Planet Hollywood Matter~~

Tutor-Saliba Corporation (“TSC”), a wholly owned subsidiary of the Company, was contracted to construct a timeshare development project in Las Vegas, which was substantially completed in December 2009. The Company’s claims against the owner, Westgate Planet Hollywood Las Vegas, LLC (“WPH”), relate to unresolved owner change orders and other claims. The Company filed a lien on the project in the amount of $23.2 million and filed its complaint with the District Court, Clark County, Nevada. Several subcontractors have also recorded liens, some of which have been released by bonds and some of which have been released as a result of subsequent payment. WPH has posted a mechanic’s lien release bond for $22.3 million.

WPH filed a cross-complaint alleging non-conforming and defective work for approximately $51 million, primarily related to alleged defects, misallocated costs and liquidated damages. WPH revised the amount of their counterclaims to approximately $45 million.

Following multiple post-trial motions, final judgment was entered in this matter on March 20, 2014. TSC was awarded total judgment in the amount of $19.7 million on its breach of contract claim, which includes an award of interest up through the date of judgment, plus attorney’s fees and costs. WPH was awarded total judgment in the amount of $3.1 million on its construction defect claims, which includes interest up through the date of judgment. WPH and its Sureties have filed a notice of appeal. TSC has filed a notice of appeal on the defect award. In July 2014, the Court ordered WPH to post an additional supersedeas bond on appeal, in the amount of $1.7 million, in addition to the lien release bond of $22.3 million, which increases the security up to $24.0 million. In May 2017, the Nevada Supreme Court issued its ruling on the appeal by WPH and its Sureties. With only minor adjustments, the Nevada Supreme Court affirmed the lower district court’s judgment, and following further proceedings in the lower district court, the anticipated final recovery to the Company is estimated to exceed $20 million, including interest and recovery of certain attorneys’ fees and costs.

The Company does not expect ultimate resolution of this matter to have any material effect on its consolidated financial statements. Management has made an estimate of the total anticipated recovery on this project and such estimate is included in revenue recorded to date. To the extent new facts become known or the final recovery included in the claim settlement varies from the estimate, the impact of the change will be reflected in the consolidated financial statements at that time.

~~U.S. Department of Commerce, National Oceanic and Atmospheric Administration Matter~~

Rudolph and Sletten, Inc. (“R&S”), a wholly owned subsidiary of the Company, entered into a contract with the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”) for the construction of a 287,000 square-foot facility for NOAA’s Southwest Fisheries Science Center Replacement Headquarters and Laboratory in La Jolla, California. The contract work began on May 24, 2010 and was substantially completed in September 2012. R&S incurred significant additional costs as a result of design errors and omissions, NOAA’s unwillingness to correct design flaws in a timely fashion and a refusal to negotiate the time and pricing associated with change order work. R&S filed claims against NOAA for contract adjustments related to the unresolved owner change orders, delays, design deficiencies and other claims.

~~In March 2017, the parties agreed to a proposed settlement, which was subsequently approved and paid by the government in the third quarter of 2017.~~ ~~The settlement did not have a material impact on the Company’s financial results for the three and nine months ended September 30, 2017.~~

Five Star Electric Matter

In the third quarter of 2015, Five Star Electric Corp. ("(“Five ~~Star"~~Star”), a wholly owned subsidiary of the Company that was acquired in 2011, entered into a tolling agreement (which has since expired) related to an ongoing investigation being conducted by the United States Attorney’s Office for the Eastern District of New York (“USAO EDNY”). Five Star has been cooperating with the USAO EDNY since late June 2014, when it was first made aware of the investigation, and has provided information requested by the government related to its use of certain minority-owned, women-owned, small and disadvantaged business enterprises and certain of Five Star’s employee compensation, benefit and tax practices.

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As of ~~September~~June 30, ~~2017,~~2022, the Company ~~cannot predict the ultimate outcome of the investigation and cannot reasonably estimate~~has concluded that the potential ~~loss or range of loss that~~for a material adverse financial impact on Five Star or the Company ~~may incur or the impact of the results~~as a result of the investigation ~~on Five Star or the Company.~~

is remote.

Alaskan Way Viaduct Matter

In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a ~~large diameter~~large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as State Route 99.

The Company has a 45% interest in STP.

The construction of the ~~large diameter~~large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be ~~shut down for repair.~~repaired. STP has asserted that the steel pipe casing was a differing site condition that WSDOT failed to properly disclose. The Disputes Review Board mandated by the contract to hear disputes issued a decision finding the steel casing was a Type I (material) differing site condition. WSDOT ~~has~~did not ~~accepted~~accept that finding.

The TBM was insured under a Builder’s Risk Insurance Policy (the “Policy”) with Great Lakes Reinsurance (UK) PLC and a consortium of other insurers (the “Insurers”). STP submitted the claims to the Insurers and requested interim payments under the Policy. The Insurers refused to pay and denied coverage. In June 2015, STP filed a lawsuit in the King County Superior Court, State of Washington ~~(“Washington Superior Court”)~~ seeking declaratory relief concerning contract interpretation, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. STP is also asserting extra-contractual and statutory claims against the Insurers. STP submitted damages to the Insurers in the King County lawsuit in the amount of $532 million. WSDOT is deemed a plaintiff since WSDOT is an insured under the Policy and had filed its own claim for damages. Hitachi Zosen (“Hitachi”), the manufacturer of the TBM, ~~has also~~ joined the case as a plaintiff for costs incurred to repair the damages to the TBM. ~~Trial is scheduled~~STP also asserted $532 million of damages from WSDOT related to the pipe-strike by the TBM in a related lawsuit in Thurston County, described below.

In April and September 2018, rulings received on pre-trial motions limited some of the potential recoveries under the Policy for ~~October 2018. Discovery is ongoing.~~

STP, WSDOT and Hitachi. On August 2, 2021, the Court of Appeals reversed in part certain of those limitations but affirmed other parts of those rulings. On January 5, 2022, the Washington Supreme Court issued an order granting STP, WSDOT and Hitachi’s requests for discretionary review of the portions of the Court of Appeals’ decision that affirmed the April and September 2018 decisions, which was argued on June 28, 2022.

In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court ~~for~~alleging breach of contract, ~~alleging STP’s delays~~seeking $57.2 million in delay-related damages and ~~failure to perform and~~seeking declaratory relief concerning contract interpretation. STP filed its answer to WSDOT’s complaint and filed a counterclaim against WSDOT and ~~Hitachi. Trial~~Hitachi, as the TBM designer, seeking damages of $667 million. On October 3, 2019, STP and Hitachi entered into a settlement agreement which released and dismissed the claims that STP and Hitachi had against each other. The jury trial between STP and WSDOT commenced on October 7, 2019

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and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. Judgment was entered on January 10, 2020, and STP appealed the decision. On June 14, 2022, the Court of Appeals of the State of Washington affirmed the judgment. STP filed a petition for discretionary review by the Washington Supreme Court on July 12, 2022.

The Company recorded the impact of the jury verdict during the fourth quarter of 2019, resulting in a pre-tax charge of $166.8 million, which included $25.7 million for the Company’s 45% proportionate share of the $57.2 million in damages awarded by the jury to WSDOT. Payment of damages and interest will be made if the Washington Supreme Court (1) denies STP’s petition for discretionary review or (2) grants discretionary review and upholds STP’s adverse verdict on appeal. Other than the possible future cash payment of $25.7 million for damages, the charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case. Upon final resolution, due to accrued interest, the possible future cash payment could exceed the $25.7 million for damages awarded by the jury.

With respect to STP’s direct and indirect claims against the Insurers, management has included in receivables an estimate of the total anticipated recovery concluded to be probable.

George Washington Bridge Bus Station Matter

In August 2013, Tutor Perini Building Corp. (“TPBC”) entered into a contract with the George Washington Bridge Bus Station Development Venture, LLC (the “Developer”) to renovate the George Washington Bridge Bus Station, a mixed-use facility owned by the Port Authority of New York and New Jersey (the “Port Authority”) that serves as a transit facility and retail space. The $100 million project experienced significant design errors and associated delays, resulting in damages to TPBC and its subcontractors, including WDF and Five Star, wholly owned subsidiaries of the Company. The project reached substantial completion on May 16, 2017.

On February 26, 2015, the Developer filed a demand for arbitration, subsequently amended, seeking $30 million in alleged damages and declaratory relief that TPBC’s requests for additional compensation are invalid due to lack of notice. TPBC denied the Developer’s claims and filed a counterclaim in March 2018. TPBC seeks in excess of $113 million in the arbitration, which includes unpaid contract balance claims, the return of $29 million retained by the Developer in alleged damages, as well as extra work claims, pass-through claims and delay claims.

Hearings on the merits commenced on September 24, 2018 before the arbitration panel. On June 4, 2019, the arbitration panel, as confirmed by the U.S. District Court in the Southern District of New York, issued a writ of attachment for $23 million of the $29 million discussed above. On October 7, 2019, the Developer filed for bankruptcy protection in the Southern District of New York under Chapter 11 of the Bankruptcy Code. The filing for bankruptcy stayed the pending arbitration proceedings. TPBC appeared in the bankruptcy proceedings on October 8, 2019 and filed a Proof of Claim in the amount of $113 million on December 13, 2019.

On June 5, 2020, the Developer, secured lenders and the Port Authority announced that they had reached a settlement of their disputes. As part of the settlement, the Port Authority waived the enforcement of its right to seek a “cure” pursuant to its lease agreement with the Developer which requires construction costs be paid prior to any sale of the leasehold, the sole asset in the Developer’s bankruptcy estate to be distributed in this bankruptcy. On July 14, 2020, the bankruptcy court conducted a hearing to determine (1) whether to approve the settlement agreement between the Developer, secured lenders and the Port Authority; and (2) whether TPBC can assert third-party beneficiary rights to the lease agreement and require that prior to the sale of the leasehold, any outstanding costs owed to contractors for the cost of building the project must be paid pursuant to the lease agreement’s “cure” provisions. On August 12, 2020, the bankruptcy court approved the settlement and denied TPBC’s third-party beneficiary rights under the lease agreement. On August 20, 2020, TPBC filed an appeal with the U.S. District Court for the Southern District of New York seeking to challenge the denial of its third-party beneficiary rights under the lease agreement’s “cure” provisions to avoid being subordinate to the claims of the secured lenders in the bankruptcy proceedings, which was denied by the U.S. District Court on August 4, 2021 and is ~~set~~now before the Second Circuit Court of Appeals. On August 25, 2021, the bankruptcy court approved the sale of the leasehold, which was completed on August 31, 2021. On October 1, 2021, the bankruptcy court converted the case from a Chapter 11 to a Chapter 7 bankruptcy proceeding.

Separately, on July 2, 2018, TPBC filed a lawsuit against the Port Authority, as owner of the project, seeking the same $113 million in damages pursuant to the lease agreement between the Port Authority and the Developer. On August 20, 2018, the Port Authority filed a motion to dismiss all causes of action, which was denied by the court on July 1, 2019. The Port

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Authority appealed this decision on July 15, 2019. On February 18, 2021, the Appellate Division affirmed in part and reversed in part the trial court's denial of the Port Authority's motion to dismiss TPBC’s causes of action. On April 11, 2022, the court granted the Port Authority’s motion to dismiss on statutory notice grounds. The Company filed a notice of appeal on April 28, 2022. In addition, on August 11, 2021, TPBC filed a second lawsuit in state court against the Port Authority alleging unjust enrichment and tortious interference with TPBC’s right to recover under the lease agreement’s “cure” provision in the bankruptcy proceeding. The case was removed to the federal bankruptcy court on September 21, 2021. The Port Authority filed a motion to dismiss on March 4, 2022, which was argued on July 8, 2022, and a decision remains pending before the bankruptcy court.

On January 27, 2020, TPBC filed separate litigation in the U.S. District Court for the Southern District of New York in which TPBC asserted related claims against individual owners of the Developer for their wrongful conversion of project funds and against lenders that received interest payments from project funds and other amounts earmarked to pay the contractors. On December 29, 2020, the court granted in part and denied in part the defendants’ motions to dismiss, resulting in the lender defendants being dismissed from the lawsuit and the lawsuit against the individual owners of the Developer continuing. The lawsuit was refiled in New York state court on July 26, 2021. On June ~~2018. Discovery is ongoing.~~

8, 2022, the court certified the class under the New York construction trust fund statutes. The case remains pending before the court.

As of ~~September~~June 30, ~~2017,~~2022, the Company has concluded that the potential for a material adverse financial impact due to the ~~Insurers’ denial of coverage and WSDOT’s legal actions~~Developer’s claims is ~~neither probable nor remote, and the potential loss or range of loss is not reasonably estimable.~~remote. With respect to ~~STP’s~~TPBC’s claims against the ~~Insurers, WSDOT~~Developer, its owners, certain lenders and ~~Hitachi,~~the Port Authority, management has ~~included~~made an estimate of the total anticipated recovery ~~concluded to be both probable~~on this project, and ~~reliably estimable,~~such estimate is included in ~~receivables or costs and estimated earnings in excess of billings~~revenue recorded to date. ~~To the extent new facts become known or the final recoveries vary from the estimate, the impact~~

(11)Share-Based Compensation

As of ~~the change will be reflected in the financial statements at that time.~~

~~(8)~~ ~~Other Income, Net~~

~~On May 31, 2017, the Company entered into a settlement agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as successor in interest to Banc~~June 30, 2022, there were 1,270,316 shares of America Securities LLC and Bank of America, N.A. (collectively “BofA”), to resolve the pending litigation between the Company and Merrill Lynch. The litigation, which was filed by the Company in 2011, related to the purchase by the Company of certain auction-rate securities from BofA.

On June 6, 2017, the Company received the $37.0 million cash settlement payment agreed to in the settlement agreement, and the pending litigation was dismissed with prejudice. Neither party made any admission of liability or wrongdoing, and the settlement agreement includes mutual releases of all claims and liabilities related to the subject matter of the pending litigation.

~~The Company recognized the settlement as a gain during the second quarter of 2017 and reported it as a component of other income, net in its Condensed Consolidated Statement of Operations~~common stock available for ~~the nine months ended September 30, 2017.~~

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~~(9)~~ ~~Share-Based Compensation~~

~~On April 3, 2017, the Company adopted~~grant under the Tutor Perini Corporation Omnibus Incentive ~~Compensation Plan (“Compensation Plan”), which was approved by~~Plan. During the ~~Company’s shareholders on May 24, 2017. The Compensation Plan provides for various types of share-based grants, including restricted~~six months ended June 30, 2022 and unrestricted stock units and stock options. Restricted and unrestricted stock units give the holder the right to exchange their stock units for shares of the Company’s common stock on a one-for-one basis. Stock options give the holder the right to purchase shares of the Company’s common stock at an exercise price equal to the fair value of the Company’s common stock on the date of the stock option’s award. Restricted stock units and stock options are usually subject to certain service and performance conditions and may not be sold or otherwise transferred until those restrictions have been satisfied; however, unrestricted stock units have no such restrictions. The term for stock options is limited to 10 years from the date of grant. The Compensation Plan allows for 2,335,000 shares of the Company’s common stock to be issued. As of September 30, 2017, there were 1,839,364 shares available to be granted under this plan.

The Company’s Amended and Restated Tutor Perini Corporation Long-Term Incentive Plan (“Incentive Plan”) is still active. The Incentive Plan is described, and informational disclosures are provided, in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2016. As of September 30, 2017, there were 405,529 shares authorized to be issued under the Incentive Plan; however, as discussed in the Company’s Definitive Proxy Statement (Schedule 14A) filed on April 13, 2017,2021, the Company will not issue these shares. As of September 30, 2017, the Incentive Plan had an aggregate of 4,360,018 of restricted stock units and stock options from outstanding, historical awards that either have not vested or have vested but have not been exercised.

~~During the first nine months of 2017 and 2016, the Company issued, in total from both the Compensation Plan and the Incentive Plan,~~granted the following share-based instruments: (1) restricted stock units (“RSUs”) totaling 375,769 and 280,000, respectively, with weighted-average grant date fair values per unit of ~~1,055,000~~$10.53 and ~~483,387 at~~$18.59, respectively; and (2) shares of unrestricted stock totaling 165,030 and 96,668, respectively, with weighted-average grant date fair values per share ~~prices~~ of ~~$30.03~~$10.63 and ~~$19.14, respectively; (2) stock options of 530,000 and 274,000 at weighted-average per share exercise prices of $24.64 and $16.20, respectively; (3) unrestricted~~$15.62, respectively. During the six months ended June 30, 2022, the Company also granted 315,768 cash-settled performance stock units ~~of 99,155 and 64,603 at weighted-average per share prices of $26.26 and $21.67, respectively.~~

~~Effective January 1, 2017, the Company prospectively adopted ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting (Topic 718)~~, which simplifies several aspects of the accounting for share-based payment transactions, including the accounting for the income tax effect of share-based transactions and the forfeiture of share-based instruments. Upon this adoption, the Company elected an accounting policy requiring forfeitures of share-based instruments to be accounted for upon occurrence. As a result, the Company will recognize the full grant-date fair value of share-based awards throughout the requisite service period, with any adjustments for forfeitures recognized only if and when a forfeiture occurs. This policy notwithstanding, the Company will continue to assess the probability that performance targets will be achieved, and will adjust share-based compensation expense accordingly. During the nine months ended September 30, 2017, a total of 20,985 performance-based restricted stock units,(“CPSUs”) with a weighted-average grant date fair value per ~~share price~~unit of ~~$23.91, and 19,466 performance-based~~$14.89. During the six months ended June 30, 2022, 500,000 stock options with a weighted-average exercise price per share ~~exercise price~~ of ~~$26.56,~~$11.15 expired.

As of June 30, 2022 and December 31, 2021, liabilities totaling approximately $3.4 million and $4.8 million, respectively, were ~~forfeited; however,~~included on the ~~impact~~Condensed Consolidated Balance Sheets for CPSUs and certain RSUs granted with guaranteed minimum payouts. The Company paid approximately $2.6 million and $0.3 million to settle certain awards upon vesting during the six-month periods ended June 30, 2022 and 2021, respectively.

For the three and six months ended June 30, 2022, the Company recognized, as part of ~~these forfeitures~~general and administrative expenses, costs for share-based payment arrangements totaling $1.4 million and $4.8 million, respectively, and $2.6 million and $5.0 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the balance of unamortized share-based compensation expense was ~~not~~$18.8 million, which is expected to be recognized ~~during this~~over a weighted-average period ~~because it was previously recognized in the fourth quarter~~ of ~~2016 in accordance with the provisions of ASC 718,~~ ~~Compensation-Stock Compensation.~~

2.1 years.

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~~(10)~~ (12)Employee Pension Plans

The Company has a defined benefit pension plan and an unfunded supplemental retirement plan. Effective ~~September~~June 1, 2004, all benefit accruals under these plans were frozen; however, the current vested benefit was preserved. The pension disclosure presented below includes aggregated amounts for both of the Company’s plans.

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The following table sets forth a summary of the net periodic benefit cost for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~

2021:



	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2017		2016		2017		2016		(in thousands)	2022		2021		2022		2021
Interest cost	$	975	$	1,053	$	2,925	$	3,159	Interest cost	$	647	$	582	$	1,293	$	1,164
Service cost									Service cost	240		237		480		473
Expected return on plan assets		(1,088)		(1,203)		(3,264)		(3,609)	Expected return on plan assets	(973)		(1,015)		(1,946)		(2,030)
Amortization of net loss		456		427		1,368		1,281
Other		213		150		639		450
Recognized net actuarial losses									Recognized net actuarial losses	638		683		1,277		1,366
Net periodic benefit cost	$	556	$	427	$	1,668	$	1,281	Net periodic benefit cost	$	552	$	487	$	1,104	$	973

Due to the election of certain options provided under the American Rescue Plan Act of 2021, enacted on March 11, 2021, the Company is not required to, and does not intend to, contribute amounts to the defined benefit pension plan in 2022. The Company contributed ~~$2.0 million and $1.3~~$1.0 million to its defined benefit pension plan during the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively, and expects to contribute an additional $0.6 million later in 2017.~~

~~(11)~~ 2021.

(13)Fair Value Measurements

The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:

~~Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities~~

~~Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs~~

•Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities

~~Level 3 inputs are unobservable~~

•Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs

•Level 3 inputs are unobservable

The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016:~~

2021:


	As of June 30, 2022								As of December 31, 2021
	Fair Value Hierarchy								Fair Value Hierarchy
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	309,267	$	—	$	—	$	309,267	$	202,197	$	—	$	—	$	202,197
Restricted cash(a)	4,485		—		—		4,485		9,199		—		—		9,199
Restricted investments(b)	—		84,498		—		84,498		—		84,355		—		84,355
Investments in lieu of retention(c)	16,102		62,410		—		78,512		27,472		58,856		—		86,328
Total	$	329,854	$	146,908	$	—	$	476,762	$	238,868	$	143,211	$	—	$	382,079

As of September 30, 2017

As of December 31, 2016

Fair Value Hierarchy

Fair Value Hierarchy

(in thousands)

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total
Cash and cash equivalents (a)

$
221,878

$
—

$
—

$
221,878

$
146,103

$
—

$
—

$
146,103
Restricted cash (a)

17,424

—

—

17,424

50,504

—

—

50,504
Investments in lieu of retainage (b)

56,102

3,059

—

59,161

46,855

4,411

—

51,266
Total

$
295,404

$
3,059

$
—

$
298,463

$
243,462

$
4,411

$
—

$
247,873

(a)Includes money market funds and short-term investments with ~~original~~ maturity dates of three months or ~~less.~~

less when acquired.

(b)Restricted investments, as of June 30, 2022 and December 31, 2021, consist of available-for-sale (“AFS”) debt securities, which are valued based on pricing models determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

(c)Investments in lieu of ~~customer retainage~~retention are included in ~~accounts~~retention receivable as of June 30, 2022 and December 31, 2021, and are comprised of money market funds of $16.1 million and ~~municipal bonds, the majority~~$27.5 million, respectively, and AFS debt securities of ~~which are rated A3 or better.~~$62.4 million and $58.9 million, respectively. The fair values of the money market funds are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of ~~municipal bonds~~AFS debt securities are ~~measured using readily available pricing sources for comparable instruments;~~determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets. ~~All~~

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Investments in AFS debt securities consisted of the ~~above investments~~following as of June 30, 2022 and December 31, 2021:


	As of June 30, 2022								As of December 31, 2021
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Restricted investments:
Corporate debt securities	$	50,971	$	22	$	(2,758)	$	48,235	$	46,649	$	438	$	(438)	$	46,649
U.S. government agency securities	28,346		2		(1,063)		27,285		28,316		459		(133)		28,642
Municipal bonds	9,380		—		(926)		8,454		8,475		100		(78)		8,497
Corporate certificates of deposit	566		—		(42)		524		571		2		(6)		567
Total restricted investments	89,263		24		(4,789)		84,498		84,011		999		(655)		84,355

Investments in lieu of retention:
Corporate debt securities	64,601		8		(3,203)		61,406		58,261		72		(741)		57,592
Municipal bonds	815		189		—		1,004		812		452		—		1,264
Total investments in lieu of retention	65,416		197		(3,203)		62,410		59,073		524		(741)		58,856

Total AFS debt securities	$	154,679	$	221	$	(7,992)	$	146,908	$	143,084	$	1,523	$	(1,396)	$	143,211

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The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2022 and December 31, 2021:


	As of June 30, 2022
	Less than 12 Months				12 Months or Greater				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Restricted investments:
Corporate debt securities	$	32,447	$	(1,911)	$	9,058	$	(847)	$	41,505	$	(2,758)
U.S. government agency securities	21,624		(666)		4,462		(397)		26,086		(1,063)
Municipal bonds	6,843		(709)		1,559		(217)		8,402		(926)
Corporate certificates of deposit	354		(26)		115		(16)		469		(42)
Total restricted investments	61,268		(3,312)		15,194		(1,477)		76,462		(4,789)

Investments in lieu of retention:
Corporate debt securities	55,606		(3,116)		2,347		(87)		57,953		(3,203)
Total investments in lieu of retention	55,606		(3,116)		2,347		(87)		57,953		(3,203)

Total AFS debt securities	$	116,874	$	(6,428)	$	17,541	$	(1,564)	$	134,415	$	(7,992)


	As of December 31, 2021
	Less than 12 Months				12 Months or Greater				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Restricted investments:
Corporate debt securities	$	28,639	$	(434)	$	207	$	(4)	$	28,846	$	(438)
U.S. government agency securities	5,382		(97)		824		(36)		6,206		(133)
Municipal bonds	2,714		(35)		907		(43)		3,621		(78)
Corporate certificates of deposit	435		(6)		—		—		435		(6)
Total restricted investments	37,170		(572)		1,938		(83)		39,108		(655)

Investments in lieu of retention:
Corporate debt securities	46,486		(736)		714		(5)		47,200		(741)
Total investments in lieu of retention	46,486		(736)		714		(5)		47,200		(741)

Total AFS debt securities	$	83,656	$	(1,308)	$	2,652	$	(88)	$	86,308	$	(1,396)

The unrealized losses in AFS debt securities as of June 30, 2022 and December 31, 2021 are ~~available-for-sale securities.~~

~~The Company~~primarily attributable to market interest rate increases and not a deterioration in credit quality of the issuers. Management evaluated the unrealized losses in AFS debt securities considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur. Based on the analysis, management determined that credit losses did not ~~have material transfers between Levels 1~~exist for AFS debt securities in an unrealized loss position as of June 30, 2022 and 2December 31, 2021.

It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity. As a result, the Company has not recognized any impairment losses in earnings during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 or ~~2016.~~

2021.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2022 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.



(in thousands)	Amortized Cost		Fair Value

Due within one year	$	22,628	$	22,529
Due after one year through five years	121,155		114,512
Due after five years	10,896		9,867
Total	$	154,679	$	146,908

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including ~~retainage,~~retention, which may be settled beyond one year, are estimated to approximate fair value. The Company has restricted investments with an aggregate fair value of $48.7 million as of September 30, 2017, determined using Level 2 inputs. Restricted investments are held as collateral to secure insurance related contingent obligations. They are comprised of various corporate bonds and bank notes that are rated A3 or better and have maturities within the Company’s operating cycle. These restricted investments are held-to-maturity securities carried at amortized cost of $48.8 million as of September 30, 2017. Of the Company’s long-term debt, the fair value of the 2017 Senior Notes was $410.0 million and $504.9 million as of ~~September~~June 30, ~~2017 was $537.5 million.~~2022 and December 31, 2021, respectively. The fair value of the ~~2010 Senior Notes as of December 31, 2016 was $302.6 million; the 2010 Senior Notes were redeemed in the second quarter of 2017, as discussed in Note 6. The fair value of the~~

~~Table of Contents~~

~~TUTOR PERINI CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

~~Convertible Notes was $231.9 million and $228.4 million as of September 30, 2017 and December 31, 2016, respectively. The fair values of the~~ 2017 Senior Notes ~~2010 Senior Notes and Convertible Notes were~~was determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $389.4 million and $419.7 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of the Term Loan B was determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining ~~long-term debt at September~~borrowings approximates fair value as of June 30, ~~2017~~2022 and December 31, ~~2016 approximates fair value.~~

~~(12)~~ 2021.

(14)Variable Interest Entities ~~(“VIE”)~~

~~From time to time the~~(VIEs)

The Company may form joint ventures or partnerships with third parties for the execution of ~~single contracts or~~ projects. In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.

ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.

As of ~~September~~June 30, ~~2017,~~2022, the Company had ~~consolidated~~unconsolidated VIE-related current assets of ~~$115.4~~$0.4 million and no current liabilities in the Company’s Condensed Consolidated Balance Sheet. As of December 31, 2021, the Company had unconsolidated VIE-related current assets and liabilities of ~~$96.9~~$0.7 million ~~all of which are classified as current~~ and ~~are~~$0.4 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet.

~~One large~~ The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were no future funding requirements for the unconsolidated VIEs as of June 30, 2022.

As of June 30, 2022, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $558.4 million and $14.4 million, respectively, as well as current liabilities of $576.1 million related to the operations of its consolidated VIEs. As of December 31, 2021, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $568.2 million and $3.0 million, respectively, as well as current liabilities of $496.9 million related to the operations of its consolidated VIEs.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

Below is a discussion of some of the Company’s more significant or unique VIEs.

The Company established a joint venture ~~that the Company is consolidating was established~~ to construct the Purple Line ~~Segment~~Extension Section 2 ~~Extension project, a $1.4 billion~~(Tunnels and Stations) and Section 3 (Stations) mass-transit ~~project~~projects in Los Angeles, ~~California.~~California with an original combined value of approximately $2.8 billion. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G Industries, Inc. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future.

~~(13)~~ The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.

The Company also established a joint venture with Parsons Corporation (“Parsons”) to construct the Newark Liberty International Airport Terminal One project, a transportation infrastructure project in Newark, New Jersey with an original value of approximately $1.4 billion. The Company has an 80% interest in the joint venture with the remaining 20% held by Parsons. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.

(15)Changes in Equity

A reconciliation of the changes in equity for the three and six months ended June 30, 2022 and 2021 is provided below:


	Three Months Ended June 30, 2022
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - March 31, 2022	$	51,200	$	1,134,688	$	492,676	$	(46,745)	$	14,702	$	1,646,521
Net income (loss)	—		—		(63,003)		—		983		(62,020)
Other comprehensive loss	—		—		—		(2,218)		(773)		(2,991)
Share-based compensation	—		3,278		—		—		—		3,278
Issuance of common stock, net	158		—		—		—		—		158


Distributions to noncontrolling interests	—		—		—		—		(17,000)		(17,000)
Balance - June 30, 2022	$	51,358	$	1,137,966	$	429,673	$	(48,963)	$	(2,088)	$	1,567,946


	Six Months Ended June 30, 2022
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - December 31, 2021	$	51,096	$	1,133,150	$	514,310	$	(43,635)	$	18,799	$	1,673,720
Net income (loss)	—		—		(84,637)		—		3,804		(80,833)
Other comprehensive loss	—		—		—		(5,328)		(1,152)		(6,480)
Share-based compensation	—		5,002		—		—		—		5,002
Issuance of common stock, net	262		(186)		—		—		—		76

Contributions from noncontrolling interests	—		—		—		—		961		961
Distributions to noncontrolling interests	—		—		—		—		(24,500)		(24,500)
Balance - June 30, 2022	$	51,358	$	1,137,966	$	429,673	$	(48,963)	$	(2,088)	$	1,567,946

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED


	Three Months Ended June 30, 2021
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - March 31, 2021	$	50,938	$	1,127,624	$	438,419	$	(47,356)	$	2,456	$	1,572,081
Net income	—		—		31,165		—		10,446		41,611
Other comprehensive income	—		—		—		830		280		1,110
Share-based compensation	—		3,171		—		—		—		3,171
Issuance of common stock, net	134		(427)		—		—		—		(293)
Distributions to noncontrolling interests	—		—		—		—		(7,250)		(7,250)
Balance - June 30, 2021	$	51,072	$	1,130,368	$	469,584	$	(46,526)	$	5,932	$	1,610,430


	Six Months Ended June 30, 2021
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - December 31, 2020	$	50,827	$	1,127,385	$	422,385	$	(46,741)	$	(10,911)	$	1,542,945
Net income	—		—		47,199		—		19,517		66,716
Other comprehensive income	—		—		—		215		576		791
Share-based compensation	—		4,757		—		—		—		4,757
Issuance of common stock, net	245		(1,774)		—		—		—		(1,529)
Contributions from noncontrolling interests	—		—		—		—		4,000		4,000
Distributions to noncontrolling interests	—		—		—		—		(7,250)		(7,250)
Balance - June 30, 2021	$	51,072	$	1,130,368	$	469,584	$	(46,526)	$	5,932	$	1,610,430

(16)Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income, establishes standards for reporting ~~and displaying~~ comprehensive income and its components in the consolidated financial statements. The Company reports the change in pension benefit plan assets/liabilities, cumulative foreign currency translation and change in fair value of investments ~~and change in fair value of an interest rate swap~~ as components of accumulated other comprehensive ~~loss~~income (loss) (“AOCI”).

The ~~tax effects of the~~ components of other comprehensive income (loss) and the related tax effects for the three and six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016 are~~2021 were as follows:



	Three Months Ended						Three Months Ended
	September 30, 2017						September 30, 2016							Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
(in thousands)	Before-Tax Amount		Tax Expense		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		(in thousands)	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax Expense		Net-of-Tax Amount
Other comprehensive income (loss):													Other comprehensive income (loss):
Defined benefit pension plan adjustments	$	456	$	(187)	$	269	$	427	$	(179)	$	248	Defined benefit pension plan adjustments	$	638	$	(181)	$	457	$	683	$	(192)	$	491
Foreign currency translation adjustments		1,232		(506)		726		(708)		297		(411)	Foreign currency translation adjustments	(1,698)		308		(1,390)		446		(46)		400
Unrealized gain (loss) in fair value of investments		21		(9)		12		(145)		66		(79)	Unrealized gain (loss) in fair value of investments	(2,384)		326		(2,058)		303		(84)		219
Total other comprehensive income (loss)		1,709		(702)		1,007		(426)		184		(242)	Total other comprehensive income (loss)	(3,444)		453		(2,991)		1,432		(322)		1,110
Other comprehensive income (loss) attributable to Tutor Perini Corporation	$	1,709	$	(702)	$	1,007	$	(426)	$	184	$	(242)
Less: Other comprehensive income (loss) attributable to noncontrolling interests													Less: Other comprehensive income (loss) attributable to noncontrolling interests	(773)		—		(773)		280		—		280
Total other comprehensive income (loss) attributable to Tutor Perini Corporation													Total other comprehensive income (loss) attributable to Tutor Perini Corporation	$	(2,671)	$	453	$	(2,218)	$	1,152	$	(322)	$	830

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

~~The tax effects of the components of other comprehensive income (loss) for the nine months ended September 30, 2017 and 2016 are as follows:~~

Nine Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016
(in thousands)
Before-Tax Amount

Tax (Expense) Benefit

Net-of-Tax Amount

Before-Tax Amount

Tax (Expense) Benefit

Net-of-Tax Amount
Other comprehensive income:

Defined benefit pension plan adjustments
$
1,368

$
(562)

$
806

$
1,280

$
(461)

$
819
Foreign currency translation adjustment

2,242

(921)

1,321

500

(239)

261
Unrealized loss in fair value of investments

(20)

8

(12)

(403)

179

(224)
Unrealized loss in fair value of interest rate swap

—

—

—

(45)

21

(24)
Total other comprehensive income

3,590

(1,475)

2,115

1,332

(500)

832
Other comprehensive income attributable to Tutor Perini Corporation
$
3,590

$
(1,475)

$
2,115

$
1,332

$
(500)

$
832


	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
(in thousands)	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount
Other comprehensive income (loss):
Defined benefit pension plan adjustments	$	1,277	$	(362)	$	915	$	1,366	$	(383)	$	983
Foreign currency translation adjustments	(1,442)		309		(1,133)		848		(76)		772
Unrealized loss in fair value of investments	(7,898)		1,636		(6,262)		(1,247)		283		(964)
Total other comprehensive income (loss)	(8,063)		1,583		(6,480)		967		(176)		791
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(1,152)		—		(1,152)		576		—		576
Total other comprehensive income (loss) attributable to Tutor Perini Corporation	$	(6,911)	$	1,583	$	(5,328)	$	391	$	(176)	$	215

The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 are~~2022 were as follows:

Three Months Ended September 30, 2017

Defined

Unrealized

Accumulated

Benefit

Foreign

Gain in

Other

Pension

Currency

Fair Value of

Comprehensive
(in thousands)
Plan

Translation

Investments, Net

Loss
Attributable to Tutor Perini Corporation:

Balance as of June 30, 2017
$
(40,328)

$
(4,269)

$
292

$
(44,305)
Other comprehensive gain before reclassifications

—

726

12

738
Amounts reclassified from AOCI

269

—

—

269
Total other comprehensive income

269

726

12

1,007
Balance as of September 30, 2017
$
(40,059)

$
(3,543)

$
304

$
(43,298)


	Three Months Ended June 30, 2022
(in thousands)	Defined Benefit Pension Plan		Foreign Currency Translation		Unrealized Gain (Loss) in Fair Value of Investments, Net		Accumulated Other Comprehensive Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of March 31, 2022	$	(37,408)	$	(5,796)	$	(3,541)	$	(46,745)
Other comprehensive loss before reclassifications	—		(772)		(1,927)		(2,699)
Amounts reclassified from AOCI	457		—		24		481
Total other comprehensive income (loss)	457		(772)		(1,903)		(2,218)
Balance as of June 30, 2022	$	(36,951)	$	(6,568)	$	(5,444)	$	(48,963)
Attributable to Noncontrolling Interests:
Balance as of March 31, 2022	$	—	$	808	$	(645)	$	163
Other comprehensive loss	—		(618)		(155)		(773)
Balance as of June 30, 2022	$	—	$	190	$	(800)	$	(610)



	Nine Months Ended September 30, 2017
	Defined				Unrealized		Accumulated
	Benefit		Foreign		Gain (Loss) in		Other
	Pension		Currency		Fair Value of		Comprehensive			Six Months Ended June 30, 2022
(in thousands)	Plan		Translation		Investments, Net		Loss		(in thousands)	Defined Benefit Pension Plan		Foreign Currency Translation		Unrealized Gain (Loss) in Fair Value of Investments, Net		Accumulated Other Comprehensive Income (Loss)
Attributable to Tutor Perini Corporation:									Attributable to Tutor Perini Corporation:
Balance as of December 31, 2016	$	(40,865)	$	(4,864)	$	316	$	(45,413)
Other comprehensive gain (loss) before reclassifications		—		1,321		(12)		1,309
Balance as of December 31, 2021									Balance as of December 31, 2021	$	(37,866)	$	(5,787)	$	18	$	(43,635)
Other comprehensive loss before reclassifications									Other comprehensive loss before reclassifications	—		(781)		(5,495)		(6,276)
Amounts reclassified from AOCI		806		—		—		806	Amounts reclassified from AOCI	915		—		33		948
Total other comprehensive income (loss)		806		1,321		(12)		2,115	Total other comprehensive income (loss)	915		(781)		(5,462)		(5,328)
Balance as of September 30, 2017	$	(40,059)	$	(3,543)	$	304	$	(43,298)
Balance as of June 30, 2022									Balance as of June 30, 2022	$	(36,951)	$	(6,568)	$	(5,444)	$	(48,963)
Attributable to Noncontrolling Interests:									Attributable to Noncontrolling Interests:
Balance as of December 31, 2021									Balance as of December 31, 2021	$	—	$	542	$	—	$	542
Other comprehensive loss									Other comprehensive loss	—		(352)		(800)		(1,152)
Balance as of June 30, 2022									Balance as of June 30, 2022	$	—	$	190	$	(800)	$	(610)

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The changes in AOCI ~~balance~~balances by component (after tax) ~~for~~attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016 are~~2021 were as follows:

Three Months Ended September 30, 2016

Unrealized

Defined

Unrealized

Gain (Loss) in

Accumulated

Benefit

Foreign

Gain (Loss) in

Fair Value of

Other

Pension

Currency

Fair Value of

Interest Rate

Comprehensive
(in thousands)
Plan

Translation

Investments, Net

Swap, Net

Loss
Attributable to Tutor Perini Corporation:

Balance as of June 30, 2016
$
(37,671)

$
(3,931)

$
511

$
—

$
(41,091)
Other comprehensive loss before reclassifications

—

(411)

(79)

—

(490)
Amounts reclassified from AOCI

248

—

—

—

248
Total other comprehensive income (loss)

248

(411)

(79)

—

(242)
Balance as of September 30, 2016
$
(37,423)

$
(4,342)

$
432

$
—

$
(41,333)


	Three Months Ended June 30, 2021
(in thousands)	Defined Benefit Pension Plan		Foreign Currency Translation		Unrealized Gain (Loss) in Fair Value of Investments, Net		Accumulated Other Comprehensive Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of March 31, 2021	$	(43,595)	$	(5,246)	$	1,485	$	(47,356)
Other comprehensive income before reclassifications	—		120		233		353
Amounts reclassified from AOCI	491		—		(14)		477
Total other comprehensive income	491		120		219		830
Balance as of June 30, 2021	$	(43,104)	$	(5,126)	$	1,704	$	(46,526)
Attributable to Noncontrolling Interests:
Balance as of March 31, 2021	$	—	$	698	$	—	$	698
Other comprehensive income	—		280		—		280
Balance as of June 30, 2021	$	—	$	978	$	—	$	978



	Nine Months Ended September 30, 2016
							Unrealized
	Defined				Unrealized		Gain (Loss) in		Accumulated
	Benefit		Foreign		Gain (Loss) in		Fair Value of		Other
	Pension		Currency		Value of		Interest Rate		Comprehensive			Six Months Ended June 30, 2021
(in thousands)	Plan		Translation		Investments, Net		Swap, Net		Loss		(in thousands)	Defined Benefit Pension Plan		Foreign Currency Translation		Unrealized Gain (Loss) in Fair Value of Investments, Net		Accumulated Other Comprehensive Income (Loss)
Attributable to Tutor Perini Corporation:											Attributable to Tutor Perini Corporation:
Balance as of December 31, 2015	$	(38,242)	$	(4,603)	$	656	$	24	$	(42,165)
Other comprehensive gain (loss) before reclassifications		—		261		(224)		(24)		13
Balance as of December 31, 2020											Balance as of December 31, 2020	$	(44,087)	$	(5,322)	$	2,668	$	(46,741)
Other comprehensive income (loss) before reclassifications											Other comprehensive income (loss) before reclassifications	—		196		(827)		(631)
Amounts reclassified from AOCI		819		—		—		—		819	Amounts reclassified from AOCI	983		—		(137)		846
Total other comprehensive income (loss)		819		261		(224)		(24)		832	Total other comprehensive income (loss)	983		196		(964)		215
Balance as of September 30, 2016	$	(37,423)	$	(4,342)	$	432	$	—	$	(41,333)
Balance as of June 30, 2021											Balance as of June 30, 2021	$	(43,104)	$	(5,126)	$	1,704	$	(46,526)
Attributable to Noncontrolling Interests:											Attributable to Noncontrolling Interests:
Balance as of December 31, 2020											Balance as of December 31, 2020	$	—	$	402	$	—	$	402
Other comprehensive income											Other comprehensive income	—		576		—		576
Balance as of June 30, 2021											Balance as of June 30, 2021	$	—	$	978	$	—	$	978

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated ~~Statement~~Statements of Operations ~~are~~during the three and six months ended June 30, 2022 and 2021 were as follows:



	Location in	Three Months Ended				Nine Months Ended
	Condensed Consolidated	September 30,				September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	Statements of Operations	2017		2016		2017		2016		(in thousands)	2022		2021		2022		2021
Defined benefit pension plan adjustments	Various accounts(a)	$	456	$	427	$	1,368	$	1,280
Income tax benefit	Provision for income taxes		(187)		(179)		(562)		(461)
Component of AOCI:										Component of AOCI:
Defined benefit pension plan adjustments(a)										Defined benefit pension plan adjustments(a)	$	638	$	683	$	1,277	$	1,366
Income tax benefit(b)										Income tax benefit(b)	(181)		(192)		(362)		(383)
Net of tax		$	269	$	248	$	806	$	819	Net of tax	$	457	$	491	$	915	$	983

Unrealized (gain) loss in fair value of investment adjustments(a)										Unrealized (gain) loss in fair value of investment adjustments(a)	$	31	$	(17)	$	42	$	(173)
Income tax expense (benefit)(b)										Income tax expense (benefit)(b)	(7)		3		(9)		36
Net of tax										Net of tax	$	24	$	(14)	$	33	$	(137)

~~(a)Defined benefit pension plan adjustments were reclassified to cost of operations and general and administrative expenses.~~

~~Table~~(a)Amount included in other income, net on the Condensed Consolidated Statements of ~~Contents~~

~~TUTOR PERINI CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~UNAUDITED~~

Operations.

~~(14)~~

(b)Amounts included in income tax (expense) benefit on the Condensed Consolidated Statements of Operations.

(17)Business Segments

The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site ~~work;~~work, concrete forming and ~~placement;~~placement, steel ~~erection; electrical; mechanical; plumbing;~~erection, electrical, mechanical, plumbing, and ~~heating,~~HVAC (heating, ventilation and air ~~conditioning (HVAC)~~conditioning). As described below, ~~our~~the Company’s business is conducted through ~~three~~3 segments: Civil, Building and Specialty Contractors. These segments are determined based on how the Company’s Chairman and Chief Executive Officer (chief operating decision maker) aggregates business units when evaluating performance and allocating resources.

The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The ~~civil~~ contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military defense facilities, and water management and wastewater treatment facilities.

The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: ~~high-rise residential,~~ hospitality and gaming, transportation, health care, commercial ~~and~~offices, government ~~offices,~~facilities, sports and entertainment, education, correctional facilities, biotech, pharmaceutical, industrial and ~~high-tech.~~

technology.

The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC and fire protection systems ~~and pneumatically placed concrete~~ for a full range of civil and building construction projects in the industrial, commercial, hospitality and gaming, and mass-transit end markets. This segment provides the Company with unique strengths and capabilities that allow the Company to position itself as a full-service contractor with greater control over scheduled work, project delivery, and cost and risk management.

To the extent that a contract is co-managed and co-executed among segments, the Company allocates the share of revenues and costs of the contract to each segment to reflect the shared responsibilities in the management and execution of the project.

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following tables set forth certain reportable segment information relating to the Company’s operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~

2021:


	Reportable Segments
(in thousands)	Civil		Building		Specialty Contractors		Total			Corporate			Consolidated Total
Three Months Ended June 30, 2022
Total revenue	$	453,215	$	262,556	$	190,464	$	906,235		$	—		$	906,235
Elimination of intersegment revenue	(49,593)		4,385		—		(45,208)			—			(45,208)
Revenue from external customers	$	403,622	$	266,941	$	190,464	$	861,027		$	—		$	861,027
Loss from construction operations	$	(9,767)	$	(67)	$	(66,731)	$	(76,565)	(a)	$	(13,989)	(b)	$	(90,554)
Capital expenditures	$	15,656	$	50	$	816	$	16,522		$	295		$	16,817
Depreciation and amortization(c)	$	15,025	$	390	$	508	$	15,923		$	2,360		$	18,283

Three Months Ended June 30, 2021
Total revenue	$	643,055	$	415,801	$	281,370	$	1,340,226		$	—		$	1,340,226
Elimination of intersegment revenue	(87,703)		(33,141)		(139)		(120,983)			—			(120,983)
Revenue from external customers	$	555,352	$	382,660	$	281,231	$	1,219,243		$	—		$	1,219,243
Income (loss) from construction operations	$	75,073	$	(2,488)	$	9,960	$	82,545	(d)	$	(13,792)	(b)	$	68,753
Capital expenditures	$	8,616	$	51	$	19	$	8,686		$	339		$	9,025
Depreciation and amortization(c)	$	31,178	$	424	$	892	$	32,494		$	2,767		$	35,261

Reportable Segments

Specialty

Consolidated
(in thousands)
Civil

Building

Contractors

Total

Corporate

Total
Three Months Ended September 30, 2017

Total revenue
$
458,487

$
500,420

$
310,137

$
1,269,044

$
—

$
1,269,044
Elimination of intersegment revenue

(62,667)

(6,872)

—

(69,539)

—

(69,539)
Revenue from external customers
$
395,820

$
493,548

$
310,137

$
1,199,505

$
—

$
1,199,505
Income from construction operations
$
38,144

$
14,058

$
14,575

$
66,777

$
(17,705)
(a)
$
49,072
Capital expenditures
$
1,248

$
36

$
81

$
1,365

$
164

$
1,529
Depreciation and amortization (b)
$
5,213

$
502

$
1,166

$
6,881

$
2,824

$
9,705

Three Months Ended September 30, 2016

Total revenue
$
506,100

$
560,795

$
331,613

$
1,398,508

$
—

$
1,398,508
Elimination of intersegment revenue

(47,277)

(18,253)

—

(65,530)

—

(65,530)
Revenue from external customers
$
458,823

$
542,542

$
331,613

$
1,332,978

$
—

$
1,332,978
Income from construction operations
$
50,307

$
13,296

$
11,084

$
74,687

$
(13,768)
(a)
$
60,919
Capital expenditures
$
1,342

$
79

$
54

$
1,475

$
117

$
1,592
Depreciation and amortization (b)
$
12,669

$
541

$
1,243

$
14,453

$
2,886

$
17,339
(a)During the three months ended June 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by $33.5 million ($24.2 million, or $0.47 per diluted share, after tax) due to an unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on the electrical component of a transportation project in the Northeast in the Specialty Contractors segment, a non-cash charge of $17.8 million that increased cost of operations ($12.8 million, or $0.25 per diluted share, after tax) associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York in the Specialty Contractors segment, and a $16.2 million unfavorable non-cash impact ($11.6 million, or $0.23 per diluted share, after tax) related to the settlement of a long-disputed, completed Civil segment project in Maryland.

~~(a)~~

(b)Consists primarily of corporate general and administrative expenses.

~~(b)~~

~~Depreciation and amortization is included in income from construction operations.~~

(c)Depreciation and amortization is included in income (loss) from construction operations.

(d)During the three months ended June 30, 2021, the Company recorded a reduction of $20.1 million in cost of operations ($14.6 million, or $0.28 per diluted share, after tax) due to a favorable trial court ruling awarding the Company the recovery of certain costs previously incurred on a completed electrical project in New York in the Specialty Contractors segment.

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED


	Reportable Segments
(in thousands)	Civil		Building		Specialty Contractors		Total			Corporate			Consolidated Total
Six Months Ended June 30, 2022
Total revenue	$	913,957	$	618,534	$	421,328	$	1,953,819		$	—		$	1,953,819
Elimination of intersegment revenue	(119,540)		(20,945)		(153)		(140,638)			—			(140,638)
Revenue from external customers	$	794,417	$	597,589	$	421,175	$	1,813,181		$	—		$	1,813,181
Income (loss) from construction operations	$	(10,734)	$	9,397	$	(70,625)	$	(71,962)	(a)	$	(28,499)	(b)	$	(100,461)
Capital expenditures	$	26,831	$	52	$	1,454	$	28,337		$	508		$	28,845
Depreciation and amortization(c)	$	32,025	$	791	$	1,010	$	33,826		$	4,695		$	38,521

Six Months Ended June 30, 2021
Total revenue	$	1,226,199	$	872,971	$	606,318	$	2,705,488		$	—		$	2,705,488
Elimination of intersegment revenue	(195,272)		(83,078)		(300)		(278,650)			—			(278,650)
Revenue from external customers	$	1,030,927	$	789,893	$	606,018	$	2,426,838		$	—		$	2,426,838
Income (loss) from construction operations	$	125,178	$	8,728	$	11,284	$	145,190	(d)	$	(26,733)	(b)	$	118,457
Capital expenditures	$	18,180	$	124	$	164	$	18,468		$	392		$	18,860
Depreciation and amortization(c)	$	53,891	$	856	$	1,851	$	56,598		$	5,537		$	62,135

Reportable Segments

Specialty

Consolidated
(in thousands)
Civil

Building

Contractors

Total

Corporate

Total
Nine Months Ended September 30, 2017

Total revenue
$
1,363,850

$
1,520,356

$
907,690

$
3,791,896

$
—

$
3,791,896
Elimination of intersegment revenue

(190,873)

(36,883)

—

(227,756)

—

(227,756)
Revenue from external customers
$
1,172,977

$
1,483,473

$
907,690

$
3,564,140

$
—

$
3,564,140
Income from construction operations
$
128,176

$
25,035

$
15,330

$
168,541

$
(48,407)
(a)
$
120,134
Capital expenditures
$
8,665

$
184

$
374

$
9,223

$
489

$
9,712
Depreciation and amortization (b)
$
26,767

$
1,533

$
3,551

$
31,851

$
8,612

$
40,463

Nine Months Ended September 30, 2016

Total revenue
$
1,378,531

$
1,594,946

$
932,288

$
3,905,765

$
—

$
3,905,765
Elimination of intersegment revenue

(118,143)

(61,145)

—

(179,288)

—

(179,288)
Revenue from external customers
$
1,260,388

$
1,533,801

$
932,288

$
3,726,477

$
—

$
3,726,477
Income from construction operations
$
129,028

$
38,969

$
25,910

$
193,907

$
(44,037)
(a)
$
149,870
Capital expenditures
$
8,499

$
381

$
798

$
9,678

$
595

$
10,273
Depreciation and amortization (b)
$
33,200

$
1,647

$
3,811

$
38,658

$
8,637

$
47,295
(a)During the six months ended June 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by $33.5 million ($24.2 million, or $0.47 per diluted share, after tax) due to an unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on the electrical component of a transportation project in the Northeast in the Specialty Contractors segment, and $29.1 million ($22.9 million, or $0.45 per diluted share, after tax) on a Civil segment mass-transit project in California, which resulted from the successful negotiation of significant lower margin (and lower risk) change orders that increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage. The Company’s income (loss) from construction operations was also impacted by a non-cash charge of $25.5 million ($18.3 million, or $0.36 per diluted share, after tax) due to an adverse legal ruling on a dispute related to a Civil segment bridge project in New York, a non-cash charge of $17.8 million that increased cost of operations ($12.8 million, or $0.25 per diluted share, after tax) associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York in the Specialty Contractors segment, a $16.2 million unfavorable non-cash impact ($11.6 million, or $0.23 per diluted share, after tax) related to the settlement of a long-disputed, completed Civil segment project in Maryland, and a $14.6 million ($11.2 million, or $0.22 per diluted share, after tax) unfavorable adjustment split evenly between the Civil and Building segments due to changes in estimates on a transportation project in the Northeast.

~~(a)~~

(b)Consists primarily of corporate general and administrative expenses.

~~(b)~~

(c)Depreciation and amortization is included in income (loss) from construction operations.

(d)During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2021, the Company recorded ~~net favorable adjustments totaling $3.0~~a reduction of $20.1 million in ~~income from construction~~cost of operations ($~~0.04~~14.6 million, or $0.28 per diluted ~~share) for various Five Star Electric projects~~share, after tax) due to a favorable trial court ruling awarding the Company the recovery of certain costs previously incurred on a completed electrical project in New York in the Specialty Contractors segment. The net impact included material adjustments related to two electrical subcontract projects: a favorable adjustment of $14.0 million for a completed project ($0.17 per diluted share) and an unfavorable adjustment of $13.8 million for a project that was nearly complete ($0.17 per diluted share). These were the only changes in estimates considered material to the Company’s results of operations during the periods presented herein.

A reconciliation of segment results to the consolidated income (loss) before income taxes is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,
(in thousands)
2017

2016

2017

2016
Income from construction operations
$
49,072

$
60,919

$
120,134

$
149,870
Other income, net

967

2,048

42,373

5,214
Interest expense

(15,643)

(15,041)

(53,726)

(44,655)
Income before income taxes
$
34,396

$
47,926

$
108,781

$
110,429

~~Total assets by segment are as follows:~~

(in thousands)
September 30, 2017

December 31, 2016
Civil
$
2,273,486

$
2,152,123
Building

889,136

917,317
Specialty Contractors

757,103

813,851
Corporate and other (a)

363,060

155,329
Total assets
$
4,282,785

$
4,038,620

~~(a)~~

~~Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.~~


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Income (loss) from construction operations	$	(90,554)	$	68,753	$	(100,461)	$	118,457
Other income, net	1,020		1,431		4,717		1,606
Interest expense	(16,204)		(17,938)		(32,696)		(35,748)
Income (loss) before income taxes	$	(105,738)	$	52,246	$	(128,440)	$	84,315

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

Total assets by segment were as follows:


(in thousands)	As of June 30, 2022		As of December 31, 2021
Civil	$	3,432,649	$	3,310,648
Building	919,426		980,989
Specialty Contractors	600,332		631,710
Corporate and other(a)	(232,724)		(198,449)
Total assets	$	4,719,683	$	4,724,898

~~(15)~~ ~~Related Party Transactions~~

~~Raymond R. Oneglia, Vice Chairman~~

(a)Consists principally of O&G Industries, Inc. (“O&G”), is a director of the Company. The Company occasionally forms construction project joint ventures with O&G. Currently, the Company has two joint ventures with O&G for infrastructure projects in the northeastern United States that are both complete. In addition, the Company has a 75% interest in a newly formed joint venture with O&G (as the 25% interest holder) for a project in Los Angeles, California. O&G may providecash, equipment, tax-related assets and ~~services to these joint ventures on customary trade terms; related payments made~~insurance-related assets, offset by the ~~joint ventures~~elimination of assets related to ~~O&G during the three and nine months ended September 30, 2017 and 2016 were immaterial.~~

intersegment revenue.

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

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

The following discusses our financial position as of ~~September~~June 30, ~~2017~~2022 and the results of our operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes ~~contained herein as well as~~included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016.~~

2021, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2021 and in Part II, Item 1A below.

Forward-Looking Statements

This Quarterly Report on Form ~~10-Q,~~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 statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, among others:

~~Inaccurate estimates of contract risks, revenue or costs; the timing of new awards; or the pace of project execution may result in losses or lower than anticipated profits;~~

~~The requirement to perform extra, or change order, work resulting in disputes or claims or adversely affecting our working capital, profits and cash flows;~~

•Revisions of estimates of contract risks, revenue or costs; economic factors such as inflation; the timing of new awards; or the pace of project execution, which has resulted and may continue to result in losses or lower than anticipated profit;

~~Unfavorable outcomes of legal proceedings and failure to promptly recover significant working capital invested in projects subject to unresolved legal claims;~~

•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;

~~Increased competition and failure to secure new contracts;~~

•A significant slowdown or decline in economic conditions;

~~Client cancellations of, or reductions in scope under, contracts reported in our backlog;~~

•Increased competition and failure to secure new contracts;

~~A significant slowdown or decline in economic conditions;~~

•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;

~~Actual results could differ from the assumptions and estimates used to prepare financial statements;~~

•Risks and other uncertainties associated with assumptions and estimates used to prepare our financial statements;

~~Decreases in the level of government spending for infrastructure and other public projects;~~

•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;

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;

•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;

~~Inability to retain key members of our management, to hire and retain personnel required to complete projects or implement succession plans for key officers;~~

•The COVID-19 pandemic, which has adversely impacted, and could continue to 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;

~~Possible systems and information technology interruptions;~~

•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, civil unrest, security issues, labor conditions, corruption and other unforeseeable events in countries where we do business, resulting in unanticipated losses;

~~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;~~

•Possible systems and information technology interruptions and breaches in data security and/or privacy;

~~The impact of inclement weather conditions on projects;~~

•Client cancellations of, or reductions in scope under, contracts reported in our backlog;

~~Failure to meet our obligations under our debt agreements;~~

•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;

~~Failure to comply with laws and regulations related to government contracts;~~

•The impact of inclement weather conditions on projects;

~~Conversion of our outstanding Convertible Notes that could dilute ownership interests of existing stockholders and could adversely affect the market price of our common stock;~~

•Decreases in the level of government spending for infrastructure and other public projects;

~~Potential dilutive impact of our Convertible Notes in our diluted earnings per share calculation;~~

•Risks related to government contracts and related procurement regulations;

Economic, political and other risks, including civil unrest, security issues, labor conditions, corruption and other unforeseeable events in countries where we do business, resulting in unanticipated losses; and

•Failure to meet our obligations under our debt agreements;

~~Impairment of our goodwill or other indefinite-lived intangible assets.~~

•Securities litigation and/or shareholder activism;

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•Violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;

•Adverse health events, such as an epidemic or another pandemic;

•Physical and regulatory risks related to climate change;

•Downgrades in our credit ratings;

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

•The exertion of influence over the Company by our chairman and chief executive officer due to his position and significant ownership interest.

Executive Overview

COVID-19 Update

Since its onset in early 2020, the COVID-19 pandemic has caused occasional temporary shortages in available manpower, reductions in field labor productivity, other inefficiencies, delays to project schedules and deferrals of project execution. As a result, we continue to incur incremental costs, much of which we are seeking to recover from our customers as allowed by contractual terms. The relief sought from customers, together with certain incremental project opportunities that resulted from the pandemic, has helped to mitigate the pandemic's negative impact on our financial results. In addition, we have experienced delays in certain legal proceedings, as various courts and arbitrators process a large backlog of cases that were impacted by the pandemic. The COVID-19 pandemic previously hindered the Company’s ability to resolve unapproved work, which has resulted in the need for the Company to temporarily fund certain project costs that historically would have been promptly negotiated, billed to and collected from customers. These delays in resolving and recovering on such claims have adversely affected our liquidity and financial results since the onset of the pandemic. However, in the latter part of 2021 and the first half of 2022, we began to see the scheduling of settlement conferences and trial dates and made progress in resolving certain project disputes and unapproved change orders. We expect to make progress in the resolution of certain other disputes and unapproved change orders during the second half of 2022 and in 2023.

Throughout 2020 and much of 2021, the pandemic also adversely affected the volume and timing of our new awards, which has negatively impacted our backlog and operating results. The resulting negative impact in the first half of 2022 is expected to continue due to previously limited bidding and proposal opportunities, as well as the relatively lower volume of new awards in 2020 and much of 2021. In addition, many of our state and local government customers’ revenue sources have been negatively impacted by the pandemic due to a reduction of commuter and business travel, including curtailed ridership on mass-transit systems (buses, subways, trains, etc.), travel on commercial airlines and driving by the general public. These impacts have resulted in reduced fare and toll collections, lower fuel tax receipts and reduced airport and other facility usage fees. The significant revenue reductions experienced by some of our customers have adversely impacted their ability to pay the Company on a timely basis for amounts due, although these impacts have begun to moderate. The potential for continued or new pandemic-related delays in project bids and awards could result in lower-than-expected revenue and earnings until such time as more substantial funding from the recently enacted Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law, is distributed to our existing and potential customers.

Due to the continued fluidity of the COVID-19 pandemic, uncertainties as to its scope and duration, and ongoing changes in the way that governments, businesses and individuals respond to the pandemic, the Company is unable at this time to accurately predict the pandemic’s future impact on the Company’s business, results of operations, financial condition or liquidity.

Operating Results

Consolidated revenue for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 was $0.9 billion and $1.8 billion, respectively, compared to $1.2 billion and ~~$3.6~~$2.4 billion ~~compared to~~

~~$1.3 billion and $3.7 billion, respectively,~~ for the same periods in ~~2016.~~2021. The decrease for both periods was principally due to reduced project execution activities on various Civil segment projects in New York, Washington and the Midwest, and certain Building segment projects in California and Florida, all of which are completed or nearing completion. The decrease was partially offset by increased activity on certain mass-transit projects in New York and California, as well as certain hospitality and gaming projects in California and Maryland. Revenue for the third quarter of 2017 was lower than expected, mainly due to certain delays in the timing of

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~~new awards and project execution activities for previously awarded projects, which are expected to shift the timing of those revenue contributions to 2018.~~

Income from construction operations for the three and nine months ended September 30, 2017 was $49.1 million and $120.1 million, a decrease of $11.8 million, or 19%, and $29.7 million, or 20%, respectively, compared to the same periods in 2016. The decrease for the three months ended September 30, 2017 was principallyprimarily due to reduced project execution activities on various projects in all three segments in the ~~Midwest~~Northeast, California and ~~Washington,~~Oklahoma, most of which are completed or nearing ~~completion.~~completion, partially offset by increased activities on certain newer Civil and Building segment projects in California and the Midwest. The revenue decline for both periods was also the result of the follow-on impact of the COVID-19 pandemic, which delayed bidding activities and awards of certain new projects during 2020 and much of 2021. In addition, the decrease in revenue for both periods of 2022 was due to the impact of an unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on the electrical component of a transportation project in the Northeast in the Specialty Contractors segment, an unfavorable non-cash impact related to the settlement of a long-disputed, completed Civil segment project in Maryland, and the temporary unfavorable impact from the successful negotiation of significant lower margin (and lower risk) change orders on a Civil segment mass-transit project in California (with the majority of the impact affecting the first quarter of 2022). These approved change orders increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage. This temporary reduction to earnings is expected to reverse itself over the remaining life of the

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project. For the ~~nine months ended September 30, 2017,~~six-month period in 2022, the decrease was ~~primarily driven by~~also attributable to the impact of ~~unfavorable~~an adverse legal ruling on a dispute related to a completed Civil segment bridge project ~~adjustments recorded~~ in New York.

Loss from construction operations for the three and six months ended June 30, 2022 was $90.6 million and $100.5 million, respectively, compared to income from construction operations of $68.8 million and $118.5 million for the same periods in 2021. For the second quarter of ~~2017~~2022, the change was primarily due to lower profitability associated with the reduced revenue, as discussed above, including the $33.5 million impact from the unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on ~~certain mechanical projects~~the aforementioned transportation project in the Northeast in the Specialty Contractors segment, and a $16.2 million unfavorable non-cash impact related to the settlement of a long-disputed, completed Civil segment project in Maryland. The change for the second quarter of 2022 was, to a lesser extent, also due to the impact of the aforementioned successful negotiation of significant lower margin (and lower risk) change orders on a Civil segment mass-transit project in California, which resulted in a temporary unfavorable impact to earnings. These approved change orders increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage. This temporary reduction to earnings is expected to reverse itself over the remaining life of the project. In addition, the change for the second quarter of 2022 was due to a non-cash charge of $17.8 million that increased cost of operations associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York in the Specialty Contractors segment, ~~none of which were individually material,~~ as well as ~~higher general and administrative expenses primarily due to higher compensation-related expenses in anticipation~~the absence of a ~~substantially higher volume~~$20.1 million prior-year favorable adjustment related to this same completed electrical project in New York that resulted from damages awarded by the trial court’s ruling. For the first six months of ~~new work.~~

~~The effective tax rate for~~2022, the ~~three and nine months ended September 30, 2017~~change was ~~26.4% and 34.1% respectively, compared to 39.9% and 40.6% for the three and nine months ended September 30, 2016. See~~ ~~Corporate, Tax and Other Matters~~ ~~below for a detailed discussion of the changes in the effective tax rate.~~

Earnings per diluted share for the three and nine months ended September 30, 2017 was $0.47 and $1.33, respectively, compared to $0.57 and $1.32 for three and nine months ended September 30, 2016. The decrease for the third quarter of 2017 was primarilyprincipally due to the aforementioned factors ~~mentioned above~~ that drove ~~changes~~the reduction in revenue and income from construction operations ~~partially offset by~~for the second quarter of 2022, including the temporary unfavorable impact of $29.1 million from the successful negotiation of significant lower margin (and lower risk) change orders on the Civil segment mass-transit project mentioned above, with $17.6 million impacting the first quarter of 2022. This temporary reduction to earnings is expected to reverse itself over the remaining life of the project. For the six-month period in 2022, the decrease was also attributable to a ~~lower~~$25.5 million non-cash charge from the adverse legal ruling on a Civil segment bridge project in New York, as well as a $14.6 million unfavorable adjustment split evenly between the Civil and Building segments due to changes in estimates on a transportation project in the Northeast.

The effective tax ~~rate. The increase~~rate was 41.3% and 37.1% for the ~~2017 nine-month period~~three and six months ended June 30, 2022, respectively, compared to 20.4% and 20.9% for the comparable periods in 2021. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.

Loss per common share for the three and six months ended June 30, 2022 was $1.23 and $1.65, respectively, compared to diluted earnings per common share of $0.61 and $0.92 for the same periods in 2021. The decline for both periods was primarily due to ~~a gain on a $37.0 million ($0.44 per diluted share) legal settlement~~the factors discussed above that caused the changes in the second quarter of 2017 (see Note 8 of the Notes to the Condensed Consolidated Financial Statements) and a lower effective tax rate for the nine-month period, mostly offset by the projects that resulted in the decreases in revenue and income (loss) from construction ~~operations discussed above.~~

operations.

Consolidated new awards for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 were~~2022 totaled $1.1 billion and ~~$4.8~~$2.1 billion, respectively, compared to ~~$0.8~~$0.6 billion and ~~$3.0~~$1.6 billion for the ~~three and nine months ended September 30, 2016.~~same periods in 2021. The Civil segment was the ~~major~~primary contributor to the new award activity in ~~both periods, with civil awards comprising more than half~~the second quarter of ~~all~~2022. The most significant new awards and contract adjustments in the second quarter of 2022 included $293 million of additional funding for ~~the first nine months of 2017.~~

a mass-transit project in California; $95 million for an educational facility project in California; an $85 million military housing project in Alaska; and several projects in Guam, including a $107 million military housing project, an $84 million wharf improvement project and two other military facilities projects valued at $73 million and $49 million, respectively.

Consolidated backlog as of ~~September~~June 30, ~~2017~~2022 was ~~$7.5~~$8.5 billion, up 4% compared to ~~$6.2~~$8.2 billion atas of December 31, 2016. The significant backlog growth since the end of 2016 has been attributable to a large volume of new awards booked during the first nine months of 2017, particularly as a result of continued strong demand for civil construction services.2021. As of ~~September~~June 30, ~~2017,~~2022, the mix of backlog by segment was approximately 58% for Civil, ~~21%~~26% for Building and ~~21%~~16% for Specialty Contractors.

The following table presents the Company’s backlog by business segment, reflecting changes from December 31, ~~2016~~2021 to ~~September~~June 30, ~~2017:~~

2022:


(in millions)	Backlog at December 31, 2021		New Awards(a)		Revenue Recognized		Backlog at June 30, 2022(b)
Civil	$	4,553.5	$	1,167.5	$	(794.4)	$	4,926.6
Building	2,308.9		531.9		(597.6)		2,243.2
Specialty Contractors	1,373.2		414.3		(421.2)		1,366.3
Total	$	8,235.6	$	2,113.7	$	(1,813.2)	$	8,536.1

Backlog at

New

Revenue

Backlog at
(in millions)
December 31, 2016

Awards(a)

Recognized

September 30, 2017
Civil
$
2,672.1

$
2,808.3

$
(1,173.0)

$
4,307.4
Building

1,981.2

1,101.0

(1,483.5)

1,598.7
Specialty Contractors

1,573.8

929.4

(907.6)

1,595.6
Total
$
6,227.1

$
4,838.7

$
(3,564.1)

$
7,501.7
(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.

~~(a)~~

~~New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.~~

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(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 2 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 sometimes may include awards for which a contract has not yet been executed or a notice to proceed has not been issued, but for which there are no remaining major uncertainties that the project will proceed (e.g., adequate funding is in place).

The ~~growth~~ outlook for the ~~Company~~Company’s growth over the next several years remains ~~very~~ favorable, ~~particularly for~~but it could be negatively impacted by future project delays or the ~~Civil segment. In addition~~timing of project bids, awards, commencements, ramp-up activities and completions, as well as by any adverse follow-on consequences of the COVID-19 pandemic. We anticipate that we will continue to ~~the large current backlog, we expect~~win our share of significant new awards ~~based on~~resulting from long-term capital spending plans by ~~various~~ state, local and federal customers, ~~and typically bipartisan support~~as well as limited competition for ~~infrastructure investments.~~ some of the largest project opportunities.

In ~~November 2016,~~elections over the past several years, voters in numerous states approved dozens of long-term transportation funding measures totaling approximately $200 billion ~~which have yet to have a significant impact on the Company’s bidding activities.~~in long-term funding. The largest of these ~~were~~was in Los Angeles County, where Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. In addition, California's Senate Bill 1, which was signed into law in 2017, is providing an average of $5.4 billion annually through 2027 for various transportation, mass-transit and bridge projects. Despite recent increases, which have been anticipated, interest rates still remain relatively attractive, which may be conducive to continued spending on various types of infrastructure projects. However, if borrowing rates continue to increase significantly, they could reach levels that may begin to negatively impact infrastructure demand, although this is more likely to impact Building segment projects, as those projects tend to be more directly correlated to economic conditions.

The Bipartisan Infrastructure Law was enacted into law on November 15, 2021, and it provides for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The law marks 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 next 4010 years, and much of it is allocated for investment in ~~Seattle, Washington, where Sound Transit 3 was passed~~end markets that are directly aligned with the Company’s market focus. Accordingly, the Company believes that this significant level of sustained, incremental funding will favorably impact the Company’s current work and prospective opportunities over the next decade, as some initial funds have begun flowing to project owners, and substantially increased funding from the Bipartisan Infrastructure Law is expected to ~~generate $54 billion of funding~~occur over the next ~~25 years for regional transportation projects. In addition,~~several years.

The Company had certain large Civil segment projects in ~~April 2017 California enacted into law a $52 billion, 10-year transportation bill. This new long-term funding measure should lead to~~the Northeast that were completed or were nearing completion in 2021. The Company is pursuing several large prospective projects in various ~~new civil project opportunities in California beginning in 2018. Furthermore,~~locations, including the ~~Trump administration continues to plan a significant infrastructure investment program~~Northeast, the West Coast and ~~is preparing to present its plan for approval and funding. The $305 billion Fixing America’s Surface Transportation Act (FAST Act) is also~~Guam, which are expected to ~~provide state~~be bid and/or awarded in 2022 and ~~local agencies~~2023. However, the timing and magnitude of revenue contributions from these prospective projects may not fully offset revenue reductions associated with ~~federal funding for numerous highway, bridge and mass-transit~~the projects ~~through 2020. Finally, a continued low interest rate environment should sustain high demand and continued spending by private and public customers on infrastructure projects.~~

that have been completed or are nearing completion.

For a more detailed discussion of operating performance of each business segment, corporate general and administrative ~~expense~~expenses and other items, see Results of Segment Operations, Corporate, Tax and Other Matters and Liquidity and ~~Financial Condition~~ Capital Resourcesbelow.

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Results of Segment Operations

The results of our Civil, Building and Specialty Contractors segments are discussed below.

Civil Segment

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



	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2017		2016		2017		2016		(in millions)	2022		2021		2022		2021
Revenue	$	395.8	$	458.8	$	1,173.0	$	1,260.4	Revenue	$	403.6	$	555.4	$	794.4	$	1,030.9
Income from construction operations		38.1		50.3		128.2		129.0
Income (loss) from construction operations									Income (loss) from construction operations	(9.8)		75.1		(10.7)		125.2

Revenue for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 decreased ~~14%~~27% and 7%23%, respectively, compared to the same periods in ~~2016.~~2021. The decrease for both periods was primarily due to reduced project execution activities on certain mass-transit and transportation projects in ~~New York~~California and ~~a tunnel project in Washington,~~the Northeast, most of which are completed or nearing completion, partially offset by

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increased ~~volume~~activities on ~~another mass-transit~~certain newer projects in the Midwest and California. The revenue decline for both periods was also the result of the follow-on impact of the COVID-19 pandemic, which delayed bidding activities and awards of certain new projects during 2020 and much of 2021. In addition, the decrease for both periods was due to the unfavorable non-cash impact related to the aforementioned settlement of a long-disputed, completed project in ~~New York. For~~Maryland and the ~~nine-month period, revenue~~temporary unfavorable impact from the successful negotiation of significant lower margin (and lower risk) change orders on a ~~new~~ mass-transit project in California (with the majority of the impact affecting the first quarter of 2022). These approved change orders increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage. This temporary reduction to earnings is expected to reverse itself over the remaining life of the project. For the six-month period, the decrease was ~~offset by decreased activity~~also attributable to the impact of the adverse legal ruling on ~~various~~a dispute related to a bridge ~~projects~~project in New York, as discussed above in the ~~Midwest.~~

~~Income~~section titled Executive Overview.

Loss from construction operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 decreased 24%~~2022 was $9.8 million and ~~1%,~~$10.7 million, respectively, compared to income from construction operations of $75.1 million and $125.2 million for the same periods ~~last year. The decrease for~~in 2021. For the ~~third~~second quarter of ~~2017~~2022, the change was primarily due to lower profitability associated with the reduced revenue, as discussed above, including the $16.2 million unfavorable non-cash impact related to the settlement of a long-disputed, completed project in Maryland, and, to a lesser extent, the impact of the aforementioned successful negotiation of significant lower margin (and lower risk) change orders on a mass-transit project in California, which resulted in a temporary unfavorable impact to earnings. For the first six months of 2022, the change was principally due to the ~~volume changes discussed above.~~

aforementioned factors that drove the reduction in revenue and income from construction operations for the second quarter of 2022, including the temporary unfavorable impact of $29.1 million from the successful negotiation of significant lower margin (and lower risk) change orders on a mass-transit project mentioned above, with $17.6 million impacting the first quarter of 2022. This temporary reduction to earnings is expected to reverse itself over the remaining life of the project. For the six-month period, the decrease was also due to a $25.5 million non-cash charge from the adverse legal ruling on a dispute related to a bridge project in New York.

Operating margin was ~~9.6%~~(2.4)% and ~~10.9%, respectively,~~(1.4)% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to ~~11.0%~~13.5% and ~~10.2%~~12.1% for the same periods in ~~2016.~~2021. The operating margin ~~decrease for the third quarter of 2017 was primarily~~decreases were due to ~~reduced profitability on various bridge projects~~the above-mentioned factors that drove the changes in ~~the Midwest. The margin increase for the nine months ended September 30, 2017 was principally due to certain mass-transit projects in California~~revenue and ~~New York that had higher volume and profit margins in the current year nine-month period.~~

income (loss) from construction operations.

New awards in the Civil segment totaled ~~$463~~$721 million and ~~$2.8~~$1.2 billion for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to ~~$284~~$119 million and ~~$1.3 billion, respectively,~~$576 million for the ~~three~~same periods in 2021. The most significant new awards and ~~nine months ended September 30, 2016. New awards~~contract adjustments in the ~~third~~second quarter of ~~2017~~2022 included ~~a joint-venture tunnel project~~$293 million of additional funding for a ~~hydroelectric generating station~~mass-transit project in ~~British Columbia, Canada,~~California, as well as several projects in Guam, including a $107 million military housing project, an $84 million wharf improvement project and two other military facilities projects valued at ~~$274 million, a joint-venture bridge project in Minnesota, for which the Company’s portion is valued at $90~~$73 million and ~~a military training range project~~$49 million, respectively. The COVID-19 pandemic has resulted in ~~Guam worth $78 million.~~

significant revenue shortfalls for many state and local government agencies since 2020, and it could continue to cause deferrals or cancellations of certain new projects, depending on the allocation and prioritization of state and local funding, as well as the availability, timing and magnitude of funding from the federal government, including anticipated funding from the recently enacted Bipartisan Infrastructure Law.

Backlog for the Civil segment was $4.9 billion as of June 30, 2022 compared to $4.3 billion as of ~~September~~June 30, ~~2017, up $1.5 billion, or 54%, compared~~2021, with the increase primarily due to the ~~backlog as of September 30, 2016. Civil segment backlog may continue to grow based on the volume~~new awards and ~~anticipated timing of other prospects expected to be awarded later this year or in early 2018.~~contract adjustments discussed above. The segment continues to experience ~~elevated~~strong demand reflected in a large, multi-year pipeline of prospective projects, ~~which are~~ supported by substantial anticipated funding from various voter-approved transportation ~~measures; California’s recently enacted $52 billion, 10-year transportation bill;~~measures and the ~~considerable infrastructure investment program expected from the Trump administration; the $305 billion FAST Act;~~Bipartisan Infrastructure Law, and by public agencies’ long-term spending plans. The Civil segment is ~~well positioned~~well-positioned to capture its share of these prospective ~~projects. The segment, however, faces continued strong competition from both foreign and domestic competitors.~~

projects, but the timing of new awards remains uncertain.

Building Segment

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



	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2017		2016		2017		2016		(in millions)	2022		2021		2022		2021
Revenue	$	493.5	$	542.5	$	1,483.5	$	1,533.8	Revenue	$	266.9	$	382.7	$	597.6	$	789.9
Income from construction operations		14.1		13.3		25.0		39.0
Income (loss) from construction operations									Income (loss) from construction operations	(0.1)		(2.5)		9.4		8.7

Revenue for the three and six months ended ~~September~~June 30, ~~2017~~2022 decreased 9%30% and 24%, respectively, compared to the same ~~period~~periods in ~~2016. The decrease was~~2021, primarily ~~driven by~~due to reduced project execution activities on ~~a biotechnology project and a courthouse project~~various projects in California, ~~both of which~~Oklahoma and the Northeast that are substantially ~~complete. The~~complete, partially offset by contributions from certain newer projects in California. For the six-month period, the decrease was partially offset by increased activity on a hospitality and gaming project in ~~California.~~Arkansas. Revenue for both periods was also reduced by the ~~nine months ended September 30, 2017 decreased a modest 3% compared to revenue for~~follow-on impact of the ~~same period last year.~~

COVID-19 pandemic, which delayed certain project bids and awards.

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~~Income~~

Loss from construction operations for the ~~three months ended September 30, 2017 increased 6%~~second quarter of 2022 was $0.1 million compared to $2.5 million for the ~~third~~second quarter of 2016. The increase was primarily due to favorable adjustments as a result of progress towards completion on a technology project in California, partially offset by reduced activity on the above-mentioned biotechnology project in California. Income2021, and income from construction operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017 decreased 36%~~2022 was $9.4 million compared to $8.7 million for the ~~same period in 2016.~~six months ended June 30, 2021. The ~~decrease~~improvement for both periods was ~~principally~~primarily due to ~~favorable closeout activities~~the absence of prior-year unfavorable adjustments on certain projects, which were immaterial individually and in the ~~first quarter of 2016 on two projects in New York and reduced activity on the above-mentioned biotechnology project in California,~~aggregate, partially offset by a current-year immaterial unfavorable adjustment on a transportation project in the ~~improved performance on~~Northeast, as discussed above in the ~~technology project, also in California.~~

section titled Executive Overview, and the reduced profit associated with the overall revenue reduction discussed above.

Operating margin was ~~2.8%~~(0.03)% and ~~1.7%~~1.6% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, respectively, compared to ~~2.5%~~(0.7)% and 1.1% for ~~both~~ the ~~three and nine months ended September 30, 2016.~~same periods in 2021. The changes in operating margin ~~changes for both periods~~ were ~~primarily~~principally due to the ~~reasons discussed above~~aforementioned factors that drove the ~~decrease~~changes in revenue and ~~variances in~~ income (loss) from construction operations.

New awards in the Building segment totaled ~~$284~~$207 million and ~~$1.1 billion~~$532 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to ~~$270~~$386 million and ~~$982~~$730 million ~~respectively,~~ for the ~~three and nine months ended September 30, 2016. New~~same periods in 2021. The most significant new awards in the ~~third~~second quarter of ~~2017~~2022 included ~~a U.S. embassy renovation~~$95 million for an educational facility project in ~~Uruguay valued at $87~~California and an $85 million ~~and $49 million of early scope tasks for a new technology office building~~military housing project in ~~California, which is eventually anticipated to be worth approximately $500 million once the remaining funding is released.~~

Alaska.

Backlog for the Building segment was $2.2 billion as of June 30, 2022 compared to $1.6 billion as of ~~September~~June 30, ~~2017 compared to $2.2 billion as of September 30, 2016.~~ 2021. The ~~backlog decline~~strong increase was partly due to ~~revenue recognition that outpaced~~the new awards ~~since the end of~~discussed above, but even more attributable to certain other large new awards that were booked in the third quarter of ~~2016.~~2021. The Building segment continues to have a large ~~pipeline~~volume of prospective projects ~~some of which are expected~~across various end markets and geographic locations. We expect continued strong demand as economic conditions remain conducive to ~~be selected~~customer spending on new building facilities and ~~awarded by customers later in this year or in early 2018. Sustained demand is expected due~~renovations to ~~ongoing customer spending~~existing buildings, supported by a ~~low~~still relatively favorable interest rate environment. ~~The Building segment is~~However, higher interest rates and the effects of higher inflation, as well ~~positioned to capture its share~~as any adverse follow-on effects of ~~prospective projects based on its customer relationships and long-term reputation~~the COVID-19 pandemic, could result in reduced demand for ~~excellence in delivering high-quality projects on time and within budget.~~

our building construction services.

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,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2017		2016		2017		2016		(in millions)	2022		2021		2022		2021
Revenue	$	310.1	$	331.6	$	907.7	$	932.3	Revenue	$	190.5	$	281.2	$	421.2	$	606.0
Income from construction operations		14.6		11.1		15.3		25.9
Income (loss) from construction operations									Income (loss) from construction operations	(66.7)		10.0		(70.6)		11.3

Revenue for the three and six months ended ~~September~~June 30, ~~2017~~2022 decreased 6%32% and 31%, respectively, compared to the same ~~period~~periods in ~~2016.~~2021. The decrease for ~~the third quarter of 2017~~both periods was ~~primarily due to~~principally driven by reduced project execution activities on various electrical and mechanical projects in ~~New York, as certain projects have~~the Northeast and California that are completed or ~~are~~ nearing completion, and newer projects have yet to fully ramp up. The decrease was partially offset by increased activity on various electrical projects in the southern United States and in California. Revenue for the nine months ended September 30, 2017 decreased slightly by 3% compared to revenue for the same period last year.

Income from construction operations increased 32% for the three months ended September 30, 2017 compared to the same period in 2016. The increase was due in part to improved project profitability on various newer electrical projects in New York, as well as the ~~increased activity mentioned above~~impact of an unfavorable adjustment on ~~various electrical projects~~the aforementioned transportation project in the ~~southern United States~~Northeast, as discussed above in the section titled Executive Overview. Revenue for both periods was also reduced by the follow-on impact of the COVID-19 pandemic, which delayed certain project bids and ~~in California. Income~~awards.

Loss from construction operations for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017 decreased 41%~~2022 was $66.7 million and $70.6 million, respectively, compared to income from construction operations of $10.0 million and $11.3 million for the same ~~period last year.~~periods in 2021. The decrease for both periods was ~~primarily~~largely due to the $33.5 million impact of an unfavorable adjustment on the aforementioned transportation project ~~adjustments recorded~~ in the ~~second quarter~~Northeast related to the unforeseen cost of ~~2017 on certain mechanical projects~~project close-out issues, remediation work, extended project supervision and associated labor inefficiencies, as well as a non-cash charge of $17.8 million that increased cost of operations associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York ~~none~~. The decrease for both periods was also due to the absence of ~~which were individually material.~~

a $20.1 million prior-year favorable adjustment that resulted from damages awarded by the trial court’s ruling on the same completed electrical project in New York, and, to a lesser extent, the decrease was also due to reduced profitability for the segment related to the overall revenue reduction.

Operating margin was ~~4.7%~~(35.0)% and ~~1.7%~~(16.8)% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, respectively, compared to ~~3.3%~~3.5% and ~~2.8%~~1.9% for the ~~three and nine months ended September 30, 2016, respectively.~~same periods in 2021. The changes in operating margin ~~changes for both periods~~ were ~~primarily~~principally due to the ~~above-mentioned~~aforementioned factors that ~~impacted~~drove the changes in revenue and income (loss) from construction operations.

New awards in the Specialty Contractors segment totaled ~~$394~~$190 million and ~~$929~~$414 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to ~~$206~~$137 million and ~~$660~~$295 million ~~respectively,~~ for the ~~three~~same periods in 2021. The COVID-19 pandemic has resulted in, and ~~nine months ended September 30, 2016. New awards~~could continue to result in, ~~the third quarter~~reduced demand from certain commercial and government customers that have been experiencing funding constraints.

Table of 2017 included a $154 million electrical subcontract for a mass-transit project in California, approximately $65 million for various smaller electrical projects in the southern United States and $52 million for three new mechanical projects in New York.

Contents

Backlog for the Specialty Contractors segment was ~~$1.6~~$1.4 billion as of ~~September~~June 30, ~~2017~~2022 compared to ~~$1.7~~$1.5 billion as of ~~September~~June 30, ~~2016.~~2021. The Specialty Contractors segment continues to ~~have a significant pipeline~~be increasingly focused on servicing the Company’s backlog of ~~prospective~~large Civil and Building segment projects, ~~with demand for~~particularly in the Northeast and California. In addition, the segment remains well-positioned to capture its ~~services supported by continued spending on civil and building projects. The Specialty Contractors segment should capture its~~

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share of ~~prospective~~new projects ~~based on~~for external customers, leveraging the size and scale of ~~its~~our business units that operate in New York, Texas, Florida and California and the strong reputation held by these business units for high-quality work on large, complex projects.

Corporate, Tax and Other Matters

Corporate General and Administrative Expenses

Corporate general and administrative expenses were ~~$17.7~~$14.0 million and ~~$48.4~~$28.5 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to $13.8 million and ~~$44.0~~$26.7 million ~~during~~for the ~~three and nine months ended September 30, 2016. The increases were primarily due to higher compensation-related expenses.~~

same periods in 2021.

Other Income, Net, Interest Expense and ~~Provision for~~ Income ~~Taxes~~

Tax (Expense) Benefit



	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2017		2016		2017		2016		(in millions)	2022		2021		2022		2021
Other income, net	$	1.0	$	2.0	$	42.4	$	5.2	Other income, net	$	1.0	$	1.4	$	4.7	$	1.6
Interest expense		(15.6)		(15.0)		(53.7)		(44.7)	Interest expense	(16.2)		(17.9)		(32.7)		(35.7)
Provision for income taxes		(9.1)		(19.1)		(37.1)		(44.9)
Income tax (expense) benefit									Income tax (expense) benefit	43.7		(10.6)		47.6		(17.6)

Other income, net ~~increased $37.2 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 improved by $3.1 million compared to the same period in ~~2016. The increase was~~2021 primarily due to ~~a $37.0 million legal settlement received during the second quarter of 2017, as discussed in Note 8 of the Notes to the Condensed Consolidated Financial Statements.~~

interest earned on federal income tax receivable balances.

Interest expense ~~increased $9.0~~decreased $1.7 million and $3.0 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022, respectively, compared to the same ~~period~~periods in ~~2016.~~2021. The ~~increase was principally~~decreases in the 2022 periods were substantially due to ~~non-cash extinguishment costs related to our debt restructuring transactions in April 2017, as well as increased non-cash interest charges from~~ the absence of amortization of ~~debt~~ discount and debt issuance ~~costs.~~

costs on convertible notes that were repaid in 2021.

The ~~Company’s~~ effective income tax rate was 41.3% and 37.1% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 was 26.4% and 34.1%,~~2022, respectively, compared to ~~39.9%~~20.4% and ~~40.6%~~20.9% for the ~~three and nine months ended September 30, 2016, respectively.~~same periods in 2021. The ~~favorable~~ effective income tax ~~rate~~rates for ~~both of~~ the ~~2017~~2022 periods ~~was~~were higher than the same periods in 2021 primarily due to pre-tax losses incurred in both 2022 periods and projected for the ~~release of~~year. In periods reporting pre-tax losses, a tax ~~liabilities as~~benefit increases the effective income tax rate because it increases the tax benefit generated from the pre-tax loss. The tax benefits in the 2022 periods that caused a ~~result of a statute expiration and~~higher tax rate were primarily the earnings attributable to noncontrolling interests ~~for~~(for which income taxes are not the responsibility of the ~~Company.~~Company) and state income tax benefits (net of federal tax benefits). The effective income tax ~~rate~~rates for both 2022 periods reflect the impact of a relatively low projected pre-tax loss for the ~~nine months ended September 30, 2017 was also favorably impacted by~~year, which magnifies the impact of tax benefits ~~associated with share-based compensation. During~~on the ~~first quarter of 2017,~~effective income tax rate. The 2021 periods reported pre-tax income and pre-tax income was projected for the ~~Company recognized~~2021 year, thereby resulting in tax benefits ~~associated with share-based compensation under~~reducing the ~~provisions~~effective income tax rate. For a further discussion of ~~ASU 2016-09, as discussed in~~income taxes, refer to Note 96 of the Notes to ~~the~~ Condensed Consolidated Financial Statements.~~The effective tax rate for the third quarter of 2016 was favorably impacted by various return-to-provision adjustments.~~

Liquidity and Capital Resources

Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. ~~On April 20, 2017, we issued $500~~We have a committed line of credit totaling $175 million, which may be used for revolving loans, letters of ~~senior notes and entered into a new~~ credit ~~facility with a $350 million revolver. We used the net proceeds to repurchase~~ and/or ~~redeem our 2010 Senior Notes in full and repay all borrowings under our 2014 Credit Facility.~~general purposes. We believe that ~~the increased liquidity that resulted~~cash generated from ~~this refinancing~~operations, along with our unused credit capacity of $175 million and available cash balances as of June 30, 2022, will ~~help~~be sufficient to fund any working capital needs and debt maturities for the ~~significant number of project opportunities~~next 12 months and beyond, provided that we ~~see over~~are not adversely impacted by unanticipated future events, including further impacts related to the ~~next several years, especially~~COVID-19 pandemic as discussed above in Executive Overview - COVID-19 Update. Despite our ~~Civil segment.~~

record operating cash flow for the six months ended June 30, 2022 (as discussed below in Cash and Working Capital

), liquidity has been, and could continue to be, adversely impacted by our inability to collect cash due to the follow-on impacts of the COVID-19 pandemic, which have constrained certain customers’ funding sources and delayed their ability to make payments on approved contract work. In addition, as discussed above in Executive Overview - COVID-19 Update, the COVID-19 pandemic delayed court and arbitration schedules and also hindered the Company’s ability to resolve certain unapproved work. We believe that future funding from the Bipartisan Infrastructure Law and increasing revenue to government customers as travel and commuting levels rise, as discussed above, could offset or mitigate future negative impacts from the COVID-19 pandemic, though it remains difficult to predict any of these factors. Furthermore, the bottleneck of accumulated court and arbitration proceedings that grew during the early years of the pandemic is receding, with certain disputes having been resolved in the first six months of 2022 and other settlement conferences and trial dates now scheduled or being scheduled. In addition, certain disputes and related collection delays were resolved during the latter part of 2021 and the first half of 2022. We experienced substantially improved operating cash flows in the first half of 2022, and also anticipate improved

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operating cash generation for the remainder of 2022 compared to 2021, based on projected cash collections, both from project execution activities and the resolution of additional outstanding claims and unapproved change orders.

Cash and Working Capital

Cash and cash equivalents were ~~$221.9~~$309.3 million as of ~~September~~June 30, ~~2017~~2022 compared to ~~$146.1~~$202.2 million as of December 31, ~~2016.~~2021. Cash immediately available for general corporate purposes was ~~$84.2~~$85.1 million and ~~$49.5~~$60.2 million as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash ~~related to~~held by our unconsolidated joint ventures. Cash held by our joint ventures ~~which~~ was available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments ~~held primarily to secure insurance-related contingent obligations,~~ totaled ~~$66.2~~$89.0 million as of ~~September~~June 30, ~~2017~~2022 compared to ~~$50.5~~$93.6 million as of December 31, ~~2016.~~

2021. Restricted cash and restricted investments at June 30, 2022 were primarily held to secure insurance-related contingent obligations.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, net cash provided by operating activities was ~~$1.9~~$178.7 million, ~~($36.5~~which was the largest operating cash flow for the first six months of any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008. The operating cash flow for the first six months of 2022 is already larger than any full-year result since that same time. In addition, the operating cash flow of $58.0 million for the ~~third~~second quarter of ~~2017)~~2022 was the third-largest operating cash result of any second quarter since the 2008 merger, and was an increase of $142.6 million compared to the operating cash usage of $84.6 million in the second quarter of 2021. The increase for the six months of 2022 was primarily due ~~primarily~~ to ~~cash generated from earnings sources, mostly offset by increased investment~~a decrease in ~~project working capital. The change~~investments in project working capital ~~primarily reflects increases in accounts receivable and costs and estimated earnings in excess of billings,~~ partially offset by cash utilized by earnings sources. The decrease in investments in project working capital was primarily due to improved collection activity, as reflected by an increase in billings in excess of costs and estimated ~~earnings. Other changes included reductions~~earnings (“BIE”) and a decrease in accounts ~~payable due to~~receivable. During the ~~timing of payments to vendors and subcontractors. In the first nine~~six months ~~of 2016, $94.2 million~~ended June 30, 2021, net cash used in ~~cash was provided from~~ operating activities was $131.3 million, due primarily to ~~favorable operating results offset by changes in net investment~~investments in project working ~~capital.~~

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capital, partially offset by cash generated from earnings sources. The ~~$92.3 million reduction~~increase in ~~cash flow from operations~~working capital for the ~~nine~~first six months ~~ended September 30, 2017 compared to the nine months ended September 30, 2016 reflects the unfavorable timing~~ of ~~payments of payables and changes~~2021 primarily reflected an increase in costs and estimated earnings in excess of billings ~~offset by changes~~(“CIE”), a decrease in accounts ~~receivable~~payable due to timing of payments to suppliers and ~~billings~~subcontractors and a decrease in ~~excess~~BIE. The increase in CIE in the 2021 period was primarily due to the follow-on impacts of ~~costs~~the COVID-19 pandemic, which caused delays in the negotiation and ~~estimated earnings.~~

~~During~~resolution of certain claims and unapproved change orders (due to the postponement or deferrals of certain legal and arbitration proceedings and settlement discussions), and constrained customers’ revenue and funding sources, thereby limiting their budgetary discretion to pay the Company for changes approved in scope but for which pricing is pending.

Cash flow from operating activities increased $310.0 million when comparing the first ~~nine~~six months of ~~2017, our net cash used for investing activities~~2022 with the same period in 2021. As discussed above, the significant increase was primarily driven by improved collection activity, including collections associated with the continued resolution of ~~$23.8 million was due primarily to $48.7 million for the investment of restricted funds to obtain a higher return~~certain claims and unapproved change orders that previously required the use of ~~$9.7~~cash. The increase in cash flow from operating activities was also due to an increase in accounts payable compared to a decrease in the prior year due to timing of payments to vendors and subcontractors. Despite the increase in accounts payable in the first six months of 2022, the balance as of June 30, 2022 was $137.5 million ~~for~~lower compared to the balance as of June 30, 2021.

Net cash used in investing activities during the first six months of 2022 was $27.9 million due to the acquisition of property and equipment for projects totaling $28.8 million, as well as net cash used in investment transactions of $5.5 million, partially offset by ~~a $33.1 million decrease in restricted cash.~~proceeds from the sale of property and equipment of $6.4 million. Net cash used byin investing activities ~~for~~during the ~~comparable period in 2016~~first six months of 2021 was ~~$12.0~~$22.8 million primarily due to the acquisition of property and ~~equipment.~~

~~For the first nine months of 2017,~~equipment for projects totaling $18.9 million, as well as net cash ~~provided by~~used in investment transactions of $7.6 million.

Net cash used in financing activities was ~~$97.7~~$48.4 million for the first six months of 2022, which was primarily ~~due~~driven by a $26.9 million net repayment of debt and $20.5 million of net distributions to ~~increased net borrowings of $125.4 million, partially offset by the use of $15.3~~noncontrolling interests. Net cash used in financing activities was $63.7 million for ~~debt issuance and extinguishment costs related to~~ the ~~debt restructuring transactions in April 2017 and $11.1 million for tax payments related to the net settlement~~first six months of ~~share-based compensation. Net cash provided by financing activities for the comparable period of 2016 was $13.1 million,~~2021, which was ~~principally due~~primarily driven by a $58.8 million net repayment of borrowings, including the repayment of the remaining principal balance of the Convertible Notes (as defined in Note 8 of the Notes to ~~increased net borrowings of $28.4 million, partially offset by $14.9 million in debt issuance costs associated with amendments to our 2014 Credit Facility~~Condensed Consolidated Financial Statements), and ~~the issuance of $200.0~~$3.2 million of ~~Convertible Notes in~~net distributions to noncontrolling interests.

At June ~~2016.~~

~~At September~~ 30, ~~2017,~~2022, we had working capital of ~~$1.6~~$1.9 billion, a ratio of current assets to current liabilities of ~~2.07~~1.97 and a ratio of debt to equity of ~~0.54,~~0.62, compared to working capital of ~~$1.3~~$2.1 billion, a ratio of current assets to current liabilities of ~~1.87~~2.17 and a ratio of debt to equity of ~~0.49~~0.59 at December 31, ~~2016.~~

2021.

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Debt

~~2017~~

2020 Credit ~~Facility~~

Agreement

On ~~April 20, 2017, we~~August 18, 2020, the Company entered into a credit agreement (the ~~“2017~~“2020 Credit ~~Facility”~~Agreement”) with ~~SunTrust~~BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and ~~a syndicate of~~ other lenders. The ~~2017~~2020 Credit ~~Facility~~Agreement provides for a ~~$350~~$425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the ~~“2017~~“2020 Revolver”) ~~and a sublimit~~, with sublimits for the issuance of letters of credit and ~~swingline~~swing line loans up to the aggregate ~~amount~~amounts of ~~$150~~$75.0 million and ~~$10~~$10.0 million, ~~respectively, both maturing~~respectively. The Term Loan B will mature on ~~April 20, 2022~~August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the ~~Convertible~~2017 Senior Notes are outstanding on ~~December 17, 2020,~~January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, ~~all such borrowings~~both the Term Loan B and the 2020 Revolver will mature on ~~December 17, 2020~~January 30, 2025 (subject to certain further exceptions). In addition, the 2017 Credit Facility permits additional borrowings in an aggregate amount of $150 million, which can be in the form of increased capacity on the 2017 Revolver or the establishment of one orFor more ~~term loans. For additional~~ information regarding the terms of our ~~2017~~2020 Credit ~~Facility,~~Agreement, refer to Note 68 of the Notes to Condensed Consolidated Financial Statements.

The table below presents our actual and required consolidated ~~fixed charge coverage ratio and consolidated~~first lien net leverage ratio under the ~~2017~~2020 Credit ~~Facility~~Agreement for the period, which ~~are~~is calculated on a rolling four-quarter basis:


							Trailing Four Fiscal Quarters Ended
					~~Twelve Months Ended September~~June 30, ~~2017~~ 2022
		Actual		~~Actual~~		Required
~~Fixed charge coverage~~First lien net leverage ratio		1.78 to 1.00		~~2.16~~≤ 2.25 : 1.00		~~> or = 1.25 : 1.00~~
~~Leverage ratio~~	~~2.99 : 1.00~~		~~< or = 4.00 : 1.00~~

As of ~~the filing date of this Form 10-Q,~~June 30, 2022, we ~~are~~were in compliance and expect to continue to be in compliance with the covenants under the ~~2017~~2020 Credit ~~Facility.~~

~~2017 Senior Notes~~

On April 20, 2017, we issued $500 million in aggregate principal amount of 6.875% Senior Notes due 2025 (the “2017 Senior Notes”) in a private placement. Interest on the 2017 Senior Notes is payable in arrears semi-annually on May 1 and November 1 of each year, beginning on November 1, 2017. For additional information regarding the terms of our 2017 Senior Notes, refer to Note 6 of the Notes to Condensed Consolidated Financial Statements.

~~Repurchase and Redemption of 2010 Senior Notes and Termination of 2014 Credit Facility~~

We used proceeds from the 2017 Senior Notes and 2017 Revolver to repurchase or redeem our 2010 Senior Notes, to pay off our Term Loan and 2014 Revolver, and to pay accrued but unpaid interest and fees. In addition, we satisfied and discharged the indenture governing the 2010 Senior Notes and terminated the 2014 Credit Facility.

~~Aside from the discussion above, there~~Agreement.

Contractual Obligations

There have been no ~~significant~~material changes in our contractual obligations from ~~that~~those described in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016.~~

2021.

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~~Off-Balance Sheet Arrangements~~

~~None~~

Critical Accounting Policies

and Estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016.~~2021. Our critical accounting ~~policies~~estimates are also identified and discussed in Part II, Item 7 of our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016.~~

2021.

Recently Issued Accounting Pronouncements

~~See Note 2~~

There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three and six months ended June 30, 2022 and through the date of filing of this report that had or are expected to have a material impact on the ~~Notes to Condensed Consolidated Financial Statements.~~

Company’s financial position, results of operations or cash flows.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk from that described in Part II, Item 7A of our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016.~~

2021.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form ~~10-Q~~10‑Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (a) were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. –OTHER INFORMATION

Item 1.Legal Proceedings

In the ordinary course of our business, we are involved in various legal proceedings. We ~~disclosed~~disclose information about certain ~~of our~~pending legal proceedings inpursuant to SEC rules and as we otherwise determine to be appropriate. For information on such pending matters, see Part I, Item 3 of our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016. For an update to those disclosures, see Notes 7 and 8~~2021, updated by Note 10 of the Notes to ~~the~~ Condensed Consolidated Financial ~~Statements.~~

Statements included in this Quarterly Report on Form 10‑Q.

Item 1A.Risk Factors

There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2021.

Item 4.Mine Safety Disclosures

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. We do not act as the owner of any mines but we may act as a mining operator as defined under the Mine Act where we may be an independent contractor performing services or construction of such mine.

~~Information concerning~~

For the quarter ended June 30, 2022, we do not have any mine safety violations or other regulatory matters ~~required by~~to disclose pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation ~~S-K is included in Exhibit 95.~~

S-K.

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~~Item 5.~~ ~~Other Information~~

~~None.~~

Item 6. Exhibits


Exhibits		Description
~~10.1~~ 31.1		~~Employment Agreement, dated September 6, 2017, by and between Tutor Perini Corporation and Gary G. Smalley (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 8, 2017).~~
~~31.1~~	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95		~~Mine Safety Disclosure.~~
101.INS		XBRL Instance ~~Document.~~ Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Tutor Perini Corporation

Dated: August 5, 2022
~~Dated: November 9, 2017~~ By:	By:		/s/Gary G. Smalley
		Gary G. Smalley
		Executive Vice President and Chief Financial Officer



	As of September 30, 2017						As of December 31, 2016
(in thousands)	Outstanding Long-Term Debt		Unamortized Discounts and Issuance Costs		Long-Term Debt, as reported		Outstanding Long-Term Debt		Unamortized Discounts and Issuance Costs		Long-Term Debt, as reported
2017 Senior Notes	$	500,000	$	(7,455)	$	492,545	$	—	$	—	$	—
2017 Credit Facility		153,500		(6,558)		146,942		—		—		—
2010 Senior Notes		—		—		—		300,000		(1,880)		298,120
2014 Revolver		—		—		—		152,500		(4,510)		147,990
Term Loan		—		—		—		57,000		(2,350)		54,650
Convertible Notes		200,000		(40,686)		159,314		200,000		(47,332)		152,668



	Three Months Ended September 30, 2017
	Defined				Unrealized		Accumulated
	Benefit		Foreign		Gain in		Other
	Pension		Currency		Fair Value of		Comprehensive
(in thousands)	Plan		Translation		Investments, Net		Loss
Attributable to Tutor Perini Corporation:
Balance as of June 30, 2017	$	(40,328)	$	(4,269)	$	292	$	(44,305)
Other comprehensive gain before reclassifications		—		726		12		738
Amounts reclassified from AOCI		269		—		—		269
Total other comprehensive income		269		726		12		1,007
Balance as of September 30, 2017	$	(40,059)	$	(3,543)	$	304	$	(43,298)



	Three Months Ended September 30, 2016
							Unrealized
	Defined				Unrealized		Gain (Loss) in		Accumulated
	Benefit		Foreign		Gain (Loss) in		Fair Value of		Other
	Pension		Currency		Fair Value of		Interest Rate		Comprehensive
(in thousands)	Plan		Translation		Investments, Net		Swap, Net		Loss
Attributable to Tutor Perini Corporation:
Balance as of June 30, 2016	$	(37,671)	$	(3,931)	$	511	$	—	$	(41,091)
Other comprehensive loss before reclassifications		—		(411)		(79)		—		(490)
Amounts reclassified from AOCI		248		—		—		—		248
Total other comprehensive income (loss)		248		(411)		(79)		—		(242)
Balance as of September 30, 2016	$	(37,423)	$	(4,342)	$	432	$	—	$	(41,333)



	Reportable Segments
					Specialty							Consolidated
(in thousands)	Civil			Building	Contractors		Total		Corporate			Total
Three Months Ended September 30, 2017
Total revenue	$	458,487	$	500,420	$	310,137	$	1,269,044	$	—		$	1,269,044
Elimination of intersegment revenue		(62,667)		(6,872)		—		(69,539)		—			(69,539)
Revenue from external customers	$	395,820	$	493,548	$	310,137	$	1,199,505	$	—		$	1,199,505
Income from construction operations	$	38,144	$	14,058	$	14,575	$	66,777	$	(17,705)	(a)	$	49,072
Capital expenditures	$	1,248	$	36	$	81	$	1,365	$	164		$	1,529
Depreciation and amortization (b)	$	5,213	$	502	$	1,166	$	6,881	$	2,824		$	9,705

Three Months Ended September 30, 2016
Total revenue	$	506,100	$	560,795	$	331,613	$	1,398,508	$	—		$	1,398,508
Elimination of intersegment revenue		(47,277)		(18,253)		—		(65,530)		—			(65,530)
Revenue from external customers	$	458,823	$	542,542	$	331,613	$	1,332,978	$	—		$	1,332,978
Income from construction operations	$	50,307	$	13,296	$	11,084	$	74,687	$	(13,768)	(a)	$	60,919
Capital expenditures	$	1,342	$	79	$	54	$	1,475	$	117		$	1,592
Depreciation and amortization (b)	$	12,669	$	541	$	1,243	$	14,453	$	2,886		$	17,339



(in thousands)	September 30, 2017		December 31, 2016
Civil	$	2,273,486	$	2,152,123
Building		889,136		917,317
Specialty Contractors		757,103		813,851
Corporate and other (a)		363,060		155,329
Total assets	$	4,282,785	$	4,038,620



	Backlog at		New		Revenue		Backlog at
(in millions)	December 31, 2016		Awards(a)		Recognized		September 30, 2017
Civil	$	2,672.1	$	2,808.3	$	(1,173.0)	$	4,307.4
Building		1,981.2		1,101.0		(1,483.5)		1,598.7
Specialty Contractors		1,573.8		929.4		(907.6)		1,595.6
Total	$	6,227.1	$	4,838.7	$	(3,564.1)	$	7,501.7