Tutor Perini 10Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, 2023
or
☐	TRANSITION REPORT 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 of Registrant as Specified in its Charter)

MASSACHUSETTS


(State or Other Jurisdiction of Incorporation or Organization)

15901 OLDEN STREET, SYLMAR, CALIFORNIA


(Address of Principal Executive Offices)

04-1717070


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

91342-1093


(Zip Code)

(818) 362-8391

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if 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 every Interactive Data File required to be submitted 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 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,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

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. ☐

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 2, 2023 was 52,022,169.

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS


			Page Numbers
Part I.	Financial Information:
	Item 1.	Financial Statements:
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3
		Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
		Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6
		Notes to Condensed Consolidated Financial Statements (Unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 4.	Controls and Procedures	43
Part II.	Other Information:
	Item 1.	Legal Proceedings	44
	Item 1A.	Risk Factors	44
	Item 4.	Mine Safety Disclosures	44
	Item 5.	Other Information	45
	Item 6.	Exhibits	45
	Signature		46

Table of Contents

PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per common share amounts)	2023		2022		2023		2022
REVENUE	$	1,060,705	$	1,070,926	$	2,858,756	$	2,884,107
COST OF OPERATIONS	(1,009,792)		(1,020,586)		(2,767,051)		(2,817,645)
GROSS PROFIT	50,913		50,340		91,705		66,462
General and administrative expenses	(63,479)		(57,232)		(183,828)		(173,815)
LOSS FROM CONSTRUCTION OPERATIONS	(12,566)		(6,892)		(92,123)		(107,353)
Other income, net	2,967		397		12,442		5,114
Interest expense	(20,313)		(17,015)		(63,842)		(49,711)
LOSS BEFORE INCOME TAXES	(29,912)		(23,510)		(143,523)		(151,950)
Income tax (expense) benefit	4,086		(560)		52,004		47,047
NET LOSS	(25,826)		(24,070)		(91,519)		(104,903)
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	11,070		8,385		32,107		12,189
NET LOSS ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(36,896)	$	(32,455)	$	(123,626)	$	(117,092)
BASIC LOSS PER COMMON SHARE	$	(0.71)	$	(0.63)	$	(2.39)	$	(2.28)
DILUTED LOSS PER COMMON SHARE	$	(0.71)	$	(0.63)	$	(2.39)	$	(2.28)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
BASIC	51,994		51,404		51,784		51,263
DILUTED	51,994		51,404		51,784		51,263

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

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

UNAUDITED


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
NET LOSS	$	(25,826)	$	(24,070)	$	(91,519)	$	(104,903)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined benefit pension plan adjustments	299		458		896		1,373
Foreign currency translation adjustments	(1,017)		(2,527)		(239)		(3,660)
Unrealized gain (loss) in fair value of investments	(255)		(2,510)		482		(8,772)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	(973)		(4,579)		1,139		(11,059)

COMPREHENSIVE LOSS	(26,799)		(28,649)		(90,380)		(115,962)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	10,597		6,860		32,188		9,512
COMPREHENSIVE LOSS ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(37,396)	$	(35,509)	$	(122,568)	$	(125,474)

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

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED


(in thousands, except share and per share amounts)	As of September 30, 2023		As of December 31, 2022

ASSETS
CURRENT ASSETS:
Cash and cash equivalents ($148,097 and $168,408 related to variable interest entities (“VIEs”))	$	290,008	$	259,351
Restricted cash	41,915		14,480
Restricted investments	98,361		91,556
Accounts receivable ($85,836 and $54,040 related to VIEs)	1,161,020		1,171,085
Retention receivable ($155,590 and $187,615 related to VIEs)	561,856		585,556
Costs and estimated earnings in excess of billings ($61,279 and $83,911 related to VIEs)	1,175,795		1,377,528
Other current assets ($31,260 and $33,340 related to VIEs)	239,736		179,215
Total current assets	3,568,691		3,678,771
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $524,774 and $505,512 (net P&E of $36,852 and $22,133 related to VIEs)	447,303		435,088
GOODWILL	205,143		205,143
INTANGIBLE ASSETS, NET	68,865		70,542
DEFERRED INCOME TAXES	72,003		15,910
OTHER ASSETS	123,722		137,346
TOTAL ASSETS	$	4,485,727	$	4,542,800

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	28,040	$	70,285
Accounts payable ($42,864 and $36,484 related to VIEs)	558,844		495,345
Retention payable ($25,467 and $44,859 related to VIEs)	221,488		246,562
Billings in excess of costs and estimated earnings ($432,558 and $480,839 related to VIEs)	1,028,960		975,812
Accrued expenses and other current liabilities ($12,239 and $5,082 related to VIEs)	199,238		179,523
Total current liabilities	2,036,570		1,967,527
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $11,538 and $13,980	876,794		888,154

OTHER LONG-TERM LIABILITIES	238,408		245,135
TOTAL LIABILITIES	3,151,772		3,100,816
COMMITMENTS AND CONTINGENCIES (NOTE 10)
EQUITY
Stockholders' equity:
Preferred stock - authorized 1,000,000 shares ($1 par value), none issued	—		—
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 52,022,169 and 51,521,336 shares	52,022		51,521
Additional paid-in capital	1,144,783		1,140,933
Retained earnings	180,675		304,301
Accumulated other comprehensive loss	(45,979)		(47,037)
Total stockholders' equity	1,331,501		1,449,718
Noncontrolling interests	2,454		(7,734)
TOTAL EQUITY	1,333,955		1,441,984
TOTAL LIABILITIES AND EQUITY	$	4,485,727	$	4,542,800

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

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED


	Nine Months Ended September 30,
(in thousands)	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(91,519)	$	(104,903)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	30,308		40,088
Amortization of intangible assets	1,677		13,966
Share-based compensation expense	9,103		7,681
Change in debt discounts and deferred debt issuance costs	2,992		2,751
Deferred income taxes	(61,146)		(53,365)
Gain on sale of property and equipment	(5,077)		(183)
Changes in other components of working capital	296,839		338,527
Other long-term liabilities	(2,976)		10,862
Other, net	610		(4,146)
NET CASH PROVIDED BY OPERATING ACTIVITIES	180,811		251,278

Cash Flows from Investing Activities:
Acquisition of property and equipment	(45,590)		(42,809)
Proceeds from sale of property and equipment	9,006		6,738
Investments in securities	(17,986)		(11,145)
Proceeds from maturities and sales of investments in securities	11,134		8,333
NET CASH USED IN INVESTING ACTIVITIES	(43,436)		(38,883)

Cash Flows from Financing Activities:
Proceeds from debt	702,427		498,606
Repayment of debt	(758,473)		(533,452)
Cash payments related to share-based compensation	(737)		(1,389)
Distributions paid to noncontrolling interests	(26,500)		(46,500)
Contributions from noncontrolling interests	4,500		3,961
Debt issuance, extinguishment and modification costs	(500)		—
NET CASH USED IN FINANCING ACTIVITIES	(79,283)		(78,774)

Net increase in cash, cash equivalents and restricted cash	58,092		133,621
Cash, cash equivalents and restricted cash at beginning of period	273,831		211,396
Cash, cash equivalents and restricted cash at end of period	$	331,923	$	345,017

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

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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 in the United States (“GAAP”). Therefore, they should be read in conjunction with the audited consolidated financial statements and the related notes included in Tutor Perini Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 may not be indicative of the results that will be achieved for the full year ending December 31, 2023.

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 30, 2023 and its consolidated statements of operations and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements and notes thereto of prior years have been reclassified to conform to the current year presentation.

(2)Revenue

Disaggregation of Revenue

The following tables disaggregate revenue by end market, customer type and contract type, which the Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three and nine months ended September 30, 2023 and 2022.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Civil segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)	$	293,209	$	311,702	$	842,751	$	794,414
Military facilities	83,811		66,063		253,189		176,212
Bridges	72,112		86,042		154,083		212,362
Commercial and industrial sites	36,038		19,813		87,955		44,583

Other	35,324		17,285		86,509		67,751
Total Civil segment revenue	$	520,494	$	500,905	$	1,424,487	$	1,295,322


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Building segment revenue by end market:
Government	$	120,493	$	88,624	$	307,927	$	248,405
Health care facilities	82,417		48,602		188,673		134,439
Education facilities	57,429		41,538		159,926		102,574
Mass transit (includes transportation projects)	45,191		40,783		141,382		111,431
Commercial and industrial facilities	11,358		60,711		65,655		149,106
Hospitality and gaming	19,158		17,455		55,743		118,450
Sports and entertainment	16,129		7,143		42,959		17,089
Other(a)	13,274		13,194		(35,821)		34,145
Total Building segment revenue	$	365,449	$	318,050	$	926,444	$	915,639

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Specialty Contractors segment revenue by end market:
Commercial and industrial facilities	$	51,613	$	50,213	$	159,423	$	116,514
Multi-unit residential	31,751		31,461		93,754		84,642
Mass transit (includes certain transportation and tunneling projects)	18,349		95,281		70,867		289,703
Water	18,275		20,274		66,756		55,693
Government	19,948		17,738		61,780		43,356
Health care facilities	20,486		6,750		44,065		21,706


Other(a)	14,340		30,254		11,180		61,532
Total Specialty Contractors segment revenue	$	174,762	$	251,971	$	507,825	$	673,146


	Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	354,819	$	197,031	$	81,366	$	633,216	$	375,566	$	136,082	$	113,907	$	625,555
Federal agencies	97,593		49,853		(7,369)		140,077		97,741		42,367		4,983		145,091
Private owners	68,082		118,565		100,765		287,412		27,598		139,601		133,081		300,280
Total revenue	$	520,494	$	365,449	$	174,762	$	1,060,705	$	500,905	$	318,050	$	251,971	$	1,070,926


	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	971,259	$	510,879	$	221,927	$	1,704,065	$	1,008,819	$	349,245	$	297,955	$	1,656,019
Federal agencies	292,288		138,678		(10,890)		420,076		211,426		130,867		19,503		361,796
Private owners(a)	160,940		276,887		296,788		734,615		75,077		435,527		355,688		866,292
Total revenue	$	1,424,487	$	926,444	$	507,825	$	2,858,756	$	1,295,322	$	915,639	$	673,146	$	2,884,107


	Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by contract type:
Fixed price	$	417,973	$	130,422	$	142,750	$	691,145	$	416,216	$	103,804	$	206,886	$	726,906
Guaranteed maximum price	91		165,397		907		166,395		(13)		144,831		5,627		150,445
Unit price	91,906		—		24,564		116,470		90,372		—		25,951		116,323
Cost plus fee and other	10,524		69,630		6,541		86,695		(5,670)		69,415		13,507		77,252
Total revenue	$	520,494	$	365,449	$	174,762	$	1,060,705	$	500,905	$	318,050	$	251,971	$	1,070,926

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED


	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by contract type:
Fixed price	$	1,217,689	$	362,591	$	419,457	$	1,999,737	$	1,090,623	$	270,618	$	563,985	$	1,925,226
Guaranteed maximum price(a)	46		360,245		929		361,220		581		462,294		14,321		477,196
Unit price	183,580		—		69,696		253,276		213,092		33		62,837		275,962
Cost plus fee and other	23,172		203,608		17,743		244,523		(8,974)		182,694		32,003		205,723
Total revenue	$	1,424,487	$	926,444	$	507,825	$	2,858,756	$	1,295,322	$	915,639	$	673,146	$	2,884,107

____________________________________________________________________________________________________

(a)The nine-month period ended September 30, 2023 includes the negative impact of a non-cash charge of $83.6 million in the first quarter of 2023 that resulted from an adverse legal ruling (of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment). Refer to Note 17, Business Segments, for additional details.

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 recognized in the period in which they are determined. Revenue was negatively impacted during the three and nine months ended September 30, 2023 related to performance obligations satisfied (or partially satisfied) in prior periods by $55.3 million and $167.4 million, respectively. Refer to Note 17, Business Segments, for additional details on significant adjustments. Revenue was negatively impacted during the three and nine months ended September 30, 2022 related to performance obligations satisfied (or partially satisfied) in prior periods by $54.2 million and $164.1 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 September 30, 2023, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.5 billion, $2.3 billion and $1.1 billion for the Civil, Building and Specialty Contractors segments, respectively. As of September 30, 2022, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.7 billion, $2.3 billion and $1.3 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period of three to five years, whereas for 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 Company’s project operating cycle.

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

Contract assets include amounts due under retention provisions, costs and estimated earnings in excess of billings and capitalized contract costs. The amounts as included on the Condensed Consolidated Balance Sheets consisted of the following:


(in thousands)	As of September 30, 2023		As of December 31, 2022
Retention receivable	$	561,856	$	585,556
Costs and estimated earnings in excess of billings:
Claims	533,227		677,367
Unapproved change orders	573,224		601,681
Other unbilled costs and profits	69,344		98,480
Total costs and estimated earnings in excess of billings	1,175,795		1,377,528
Capitalized contract costs	131,308		49,441
Total contract assets	$	1,868,959	$	2,012,525

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 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 September 30, 2023, the amount of retention receivable estimated by management to be collected beyond one year is approximately 58% 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 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; decreases normally result from resolutions and subsequent billings. As discussed in Note 10, the resolution of these claims and unapproved change orders may require litigation or other forms of 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 incremental progress toward contractual requirements or milestones. The amount of costs and estimated earnings in excess of billings as of September 30, 2023 estimated by management to be collected beyond one year is approximately $630.8 million.

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 project. During the three and nine months ended September 30, 2023, $14.7 million and $34.5 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and nine months ended September 30, 2022, $13.7 million and $45.3 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

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 consisted of the following:


(in thousands)	As of September 30, 2023		As of December 31, 2022
Retention payable	$	221,488	$	246,562
Billings in excess of costs and estimated earnings	1,028,960		975,812
Total contract liabilities	$	1,250,448	$	1,222,374

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 September 30, 2023, the amount of retention payable estimated by management to be remitted beyond one year is approximately 46% 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 nine months ended September 30, 2023 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $439.8 million and $663.6 million, respectively. Revenue recognized during the three and nine months ended September 30, 2022 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $447.4 million and $487.1 million, respectively.

(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 September 30, 2023		As of December 31, 2022
Cash and cash equivalents available for general corporate purposes	$	100,588	$	47,711
Joint venture cash and cash equivalents	189,420		211,640
Cash and cash equivalents	290,008		259,351
Restricted cash	41,915		14,480
Total cash, cash equivalents and restricted cash	$	331,923	$	273,831

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 primarily held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit and insurance-related deposits.

(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 (“RSUs”) and unexercised stock options. The Company calculates the effect of the potentially dilutive RSUs and stock options using the treasury stock method.

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	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per common share data)	2023		2022		2023		2022
Net loss attributable to Tutor Perini Corporation	$	(36,896)	$	(32,455)	$	(123,626)	$	(117,092)

Weighted-average common shares outstanding, basic	51,994		51,404		51,784		51,263
Effect of dilutive RSUs and stock options	—		—		—		—
Weighted-average common shares outstanding, diluted	51,994		51,404		51,784		51,263

Net loss attributable to Tutor Perini Corporation per common share:
Basic	$	(0.71)	$	(0.63)	$	(2.39)	$	(2.28)
Diluted	$	(0.71)	$	(0.63)	$	(2.39)	$	(2.28)

Anti-dilutive securities not included above	3,077		3,011		3,032		3,280

For both the three and nine months ended September 30, 2023 and 2022, all outstanding RSUs 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 periods.

(6)Income Taxes

The Company recognized an income tax benefit of $4.1 million and $52.0 million for the three and nine months ended September 30, 2023, respectively. The effective income tax rate was 13.7% and 36.2% for the three and nine months ended September 30, 2023, respectively. The effective income tax rate for the three months ended September 30, 2023 was lower than the 21% federal statutory rate primarily due to the impact of a cumulative catch-up adjustment associated with the change in the Company’s projected 2023 effective tax rate that resulted from the revision of the Company’s forecast. The effective income tax rates for both periods were impacted by relatively large tax benefits generated against a forecasted pre-tax loss for the year, which magnified the impact these tax benefits had on the effective income tax rate. In periods with pre-tax losses, tax benefits generated during the period increase the effective income tax rate (and, thus, the income tax benefit to the Company) rather than decreasing the effective rate, as in periods with pre-tax income. The tax benefits that caused a higher effective tax rate were primarily state income taxes (net of the federal tax benefit), earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and a reduction in reserves for unrecognized tax benefits, partially offset by non-deductible expenses.

For the three and nine months ended September 30, 2022, the Company recognized income tax expense of $0.6 million and an income tax benefit of $47.0 million, respectively, resulting in an effective income tax rate of (2.4)% and 31.0%, respectively. The Company recognized income tax expense based on a pre-tax loss for the three months ended September 30, 2022, primarily as a result of a change during the quarter to forecasted pre-tax earnings for 2022, the cumulative impact of which offset the tax benefits generated during the quarter. The effective income tax rates for both periods reflected pre-tax losses incurred in the periods and projected for the full year. The tax benefits that increased the income tax rates in both periods were primarily state income taxes (net of the federal tax benefit) and the earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company).

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(7)Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill since its inception through September 30, 2023:


(in thousands)	Civil		Building		Specialty Contractors		Total
Gross goodwill as of December 31, 2022	$	492,074	$	424,724	$	156,193	$	1,072,991
Accumulated impairment as of December 31, 2022	(286,931)		(424,724)		(156,193)		(867,848)
Goodwill as of December 31, 2022	205,143		—		—		205,143
Current year activity	—		—		—		—
Goodwill as of September 30, 2023	$	205,143	$	—	$	—	$	205,143

The Company performed its annual impairment test in the fourth quarter of 2022 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, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.

Intangible Assets

Intangible assets consist of the following:


	As of September 30, 2023								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		(27,563)		(23,232)		18,455		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		(149,290)		—		—		N/A
Total	$	381,940	$	(200,008)	$	(113,067)	$	68,865


	As of December 31, 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		(25,886)		(23,232)		20,132		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		(149,290)		—		—		N/A
Total	$	381,940	$	(198,331)	$	(113,067)	$	70,542

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Amortization expense related to amortizable intangible assets for the three and nine months ended September 30, 2023 was $0.6 million and $1.7 million, respectively. Amortization expense related to amortizable intangible assets for the three and nine months ended September 30, 2022 was $3.8 million and $14.0 million, respectively. As of September 30, 2023, future amortization expense related to amortizable intangible assets will be approximately $0.6 million for the remainder of 2023, $2.2 million per year for the years 2024 through 2028 and $6.9 million thereafter.

The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2022. 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. Other amortizable intangible assets are reviewed for impairment whenever circumstances indicate that future cash flows generated by the assets might be less than the assets’ net carrying value. The Company had no impairment of intangible assets during the three and nine months ended September 30, 2023 or 2022.

(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 September 30, 2023		As of December 31, 2022
2017 Senior Notes	$	498,122	$	497,289
Term Loan B	358,556		404,169
Revolver	—		—
Equipment financing and mortgages	38,344		48,681
Other indebtedness	9,812		8,300
Total debt	904,834		958,439
Less: Current maturities	28,040		70,285
Long-term debt, net	$	876,794	$	888,154

The following table reconciles the outstanding debt balances to the reported debt balances as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023						As of December 31, 2022
(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	$	(1,878)	$	498,122	$	500,000	$	(2,711)	$	497,289
Term Loan B	368,216		(9,660)		358,556		415,438		(11,269)		404,169

The unamortized issuance costs related to the Revolver were $1.6 million as of September 30, 2023 and December 31, 2022, 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 “Revolver”), with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes (defined below) 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 Revolver will mature on January 30, 2025 subject to certain further exceptions (the “spring-forward maturity”).

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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 certain indebtedness and annual excess cash flow (in each case, subject to certain customary exceptions). At December 31, 2022, current maturities of long-term debt in the accompanying Condensed Consolidated Balance Sheet included a $44.0 million prepayment of principal on the Term Loan B, which was paid in April 2023, relating to the mandatory prepayment provision of the 2020 Credit Agreement in respect of annual excess cash flow.

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 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, (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) in the case of the Term Loan B, following the amendment to the 2020 Credit Agreement on May 2, 2023 (as discussed below), (x) the Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (calculated with a 11.448 basis point, 26.161 basis point and 42.826 basis point credit spread adjustment for a 1, 3 and 6 month interest period, respectively) or (y) 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 Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) and (B) in case of the Revolver, following the amendment to the 2020 Credit Agreement on October 31, 2022 (as discussed below), (x) the Adjusted Term SOFR rate (calculated with a 10 basis point credit spread adjustment for all interest periods) or (y) 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 Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) plus, in each case, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for Adjusted Term SOFR and between 3.50% and 3.75% for base rate, and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the Revolver is between 4.25% and 4.75% for Adjusted Term SOFR and 3.25% and 3.75% for base rate, and, in each case, is based on the First Lien Net Leverage Ratio. Effective following the amendment to the 2020 Credit Agreement on October 31, 2022, the Company’s original London Interbank Offered Rate (“LIBOR”) option in respect of the Revolver was transitioned to Adjusted Term SOFR. Effective May 2, 2023, the 2020 Credit Agreement was further amended to transition the Company’s original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. 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 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 2020 Credit Agreement includes customary provisions for the replacement of Adjusted Term SOFR with an alternative benchmark rate upon Adjusted Term SOFR being discontinued. The weighted-average annual interest rate on borrowings under the Revolver was 11.77% during the nine months ended September 30, 2023.

The 2020 Credit Agreement initially required, solely with respect to the Revolver, 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 fiscal quarter ending March 31, 2022. On October 31, 2022, the 2020 Credit Agreement was amended to increase the maximum First Lien Net Leverage Ratio covenant level to 2.75:1.00 (from 2.25:1.00), effective the fiscal quarter ending September 30, 2022, and subsequently stepping back down to 2.25:1.00 beginning the fiscal quarter ending June 30, 2023. On March 10, 2023, the 2020 Credit Agreement was further amended to set the maximum First Lien Net Leverage Ratio covenant level to 3.50:1.00, effective the fiscal quarter ended December 31, 2022 and increasing to 3.75:1.00 for the fiscal quarter ending March 31, 2023 and subsequently stepping down to 3.00:1.00 for the fiscal quarter ending June 30, 2023, 2.50:1.00 for the fiscal quarter ending September 30, 2023 and 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. 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.

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As of September 30, 2023, the entire $175.0 million was available under the Revolver. The Company had not utilized the Revolver for letters of credit. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended September 30, 2023.

2017 Senior Notes

On April 20, 2017, the Company issued $500.0 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private 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.

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.

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 2020 Credit Agreement, as defined 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.

Interest Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Cash interest expense:
Interest on Term Loan B	$	9,674	$	6,822	$	28,673	$	18,940
Interest on 2017 Senior Notes	8,594		8,593		25,782		25,781
Interest on Revolver	369		106		4,921		739

Other interest	689		559		1,474		1,499
Total cash interest expense	19,326		16,080		60,850		46,959

Non-cash interest expense:(a)

Amortization of discount and debt issuance costs on Term Loan B	509		528		1,609		1,549
Amortization of debt issuance costs on 2017 Senior Notes	283		263		833		776
Amortization of debt issuance costs on Revolver	195		144		550		427
Total non-cash interest expense	987		935		2,992		2,752

Total interest expense	$	20,313	$	17,015	$	63,842	$	49,711

____________________________________________________________________________________________________

(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 Term Loan B were 7.13% and 11.10%, respectively, for the nine months ended September 30, 2023.

(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 September 30, 2023, the Company’s operating leases have remaining lease terms ranging from less than one year to 15 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.

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The following table presents components of lease expense for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Operating lease expense	$	4,701	$	3,685	$	11,562	$	11,754
Short-term lease expense(a)	12,881		15,393		39,492		42,828
	17,582		19,078		51,054		54,582
Less: Sublease income	198		193		590		573
Total lease expense	$	17,384	$	18,885	$	50,464	$	54,009

____________________________________________________________________________________________________

(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.

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


(dollars in thousands)	Balance Sheet Line Item	As of September 30, 2023			As of December 31, 2022
Assets
Right-of-use assets	Other assets	$	47,728		$	50,825
Total lease assets		$	47,728		$	50,825
Liabilities
Current lease liabilities	Accrued expenses and other current liabilities	$	5,996		$	6,709
Long-term lease liabilities	Other long-term liabilities	46,929			49,176
Total lease liabilities		$	52,925		$	55,885
Weighted-average remaining lease term		10.7 years			11.0 years
Weighted-average discount rate		12.02		%	11.77		%

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


	Nine Months Ended September 30,
(in thousands)	2023		2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	(11,484)	$	(11,007)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities	$	3,629	$	16,305

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The following table presents maturities of operating lease liabilities on an undiscounted basis as of September 30, 2023:


Year (in thousands)	Operating Leases
2023 (excluding the nine months ended September 30, 2023)	$	3,138
2024	10,985
2025	9,623
2026	7,831
2027	7,053
Thereafter	58,165
Total lease payments	96,795
Less: Imputed interest	43,870
Total	$	52,925

(10)Commitments and Contingencies

The Company and certain of its subsidiaries are involved in litigation and 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 litigation, performance guarantees and other commitments arising in the ordinary course of business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and updates or revises its estimates as warranted by subsequent information and developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations and the estimated cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the 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 other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business is as follows:

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 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 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 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 did not 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 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

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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, joined the case as a plaintiff for costs incurred to repair the damages to the TBM.

In April and September 2018, rulings received on pre-trial motions limited some of the potential recoveries under the Policy for 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 September 15, 2022, the Washington Supreme Court affirmed the decision of the Court of Appeals, which limits recovery of certain damages under the Policy. Based on the rulings of the Court of Appeals, the case will continue for adjudication on the remaining facts and legal issues, including the number of covered occurrences which could increase the amount of available coverage under the Policy and the amount of investigative costs that are subject to the Policy limits. STP also has claims for costs, fees, pre-judgment interest and extra-contractual and statutory claims, which are not subject to the Policy limits.

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.

In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court alleging breach of contract, seeking $57.2 million in delay-related damages and seeking declaratory relief concerning contract interpretation. STP subsequently filed a counterclaim against WSDOT. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. 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. 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. STP filed a petition for discretionary review by the Washington Supreme Court on July 12, 2022, which was denied by the Supreme Court on October 10, 2022. On October 18, 2022, STP paid the damages and associated interest from the judgment, which included the Company’s proportionate share of $34.6 million. As a result, the lawsuit between STP and WSDOT has concluded.

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 facility opened to the public 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 were invalid due to lack of notice. TPBC denied the Developer’s claims and filed a counterclaim in March 2018. TPBC was seeking in excess of $113 million in the arbitration, which included 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. The Developer was seeking an additional $4.8 million in damages from TPBC beyond the $29 million it had withheld.

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 against Developer 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

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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. TPBC filed an appeal with the U.S. Court of Appeals for the Second Circuit on August 20, 2021, which conducted oral argument on October 27, 2022. On April 10, 2023, the Second Circuit affirmed the bankruptcy court’s and district court’s denials of TPBC’s third-party beneficiary rights under the project’s lease agreement’s “cure” provisions and concluded that TPBC’s claims were not otherwise entitled to priority treatment under the Bankruptcy Code and should therefore be treated as unsecured claims that are subordinate to the claims of the secured lenders in the Developer’s bankruptcy case. As a result of this adverse decision from the Second Circuit, the Company recorded a non-cash, pre-tax charge to income (loss) from construction operations of $83.6 million in the first quarter of 2023. TPBC has no further avenues to recover its costs from the Developer or the bankruptcy-related actions, nor does the Developer have any ability to recover its claims against TPBC, and these lawsuits have now concluded.

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 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, which has been fully briefed and was argued on September 21, 2023, with a decision pending from the court.

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 the federal bankruptcy court granted on September 30, 2022. This lawsuit is now concluded.

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 seeking the same $113 million in damages against the 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 8, 2022, the court certified the class under the New York construction trust fund statutes. The case remains pending before the court.

Management has made an estimate of the total anticipated recovery of TPBC’s claims against the individual owners of the Developer and the Port Authority on this project, and such estimate is included in revenue recorded to date.

(11)Share-Based Compensation

As of September 30, 2023, there were 665,397 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan. During the nine months ended September 30, 2023 and 2022, the Company granted the following share-based instruments: (1) RSUs totaling 590,188 and 375,769, respectively, with weighted-average grant date fair values per unit of $8.66 and $10.53, respectively; (2) shares of unrestricted stock totaling 302,112 and 165,030, respectively, with weighted-average grant date fair values per share of $5.66 and $10.63, respectively; and (3) cash-settled performance stock units (“CPSUs”) totaling 901,541 and 315,768, respectively, with weighted-average grant date fair values per unit of $11.18 and $14.89, respectively. During the nine months ended September 30, 2023, the Company also granted a cash award with a service-based vesting condition and payout indexed to 90,000 shares of the Company’s common stock, with a weighted-average grant date fair value of $8.98 per share. During the nine months ended September 30, 2023 and 2022, stock options totaling 20,000 and 500,000, respectively, expired with weighted-average exercise prices per share of $18.98 and $11.15, respectively.

As of September 30, 2023 and December 31, 2022, the Company recognized liabilities for CPSUs and RSUs with guaranteed minimum payouts and certain cash-settled awards on the Condensed Consolidated Balance Sheets totaling approximately $5.2 million and $2.1 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company paid approximately $1.3 million and $3.6 million, respectively, to settle certain awards upon vesting.

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For the three and nine months ended September 30, 2023, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $3.5 million and $9.1 million, respectively, and $2.9 million and $7.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, the balance of unamortized share-based compensation expense was $16.0 million, which is expected to be recognized over a weighted-average period of 1.9 years. During the nine months ended September 30, 2023, share-based compensation was reduced by $0.5 million due to the modification of certain share-based awards. The modifications related to the separation of certain employees from the Company. The modifications also resulted in a modification-date fair value totaling $0.4 million which will be amortized as share-based compensation expense through March 2024.

(12)Employee Pension Plans

The Company has a defined benefit pension plan and an unfunded supplemental retirement plan. Effective 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.

The following table sets forth a summary of the net periodic benefit cost for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Interest cost	$	968	$	647	$	2,906	$	1,940
Service cost	255		240		765		720
Expected return on plan assets	(978)		(973)		(2,935)		(2,919)
Recognized net actuarial losses	413		639		1,239		1,916
Net periodic benefit cost	$	658	$	553	$	1,975	$	1,657

The Company contributed $0.6 million to its defined benefit pension plan during the nine months ended September 30, 2023. The Company expects to contribute an additional $0.7 million in cash by the end of 2023. Due to the election of certain options provided under the American Rescue Plan Act of 2021, enacted on March 11, 2021, the Company was not required to, and did not contribute, amounts to the defined benefit pension plan during the nine months ended September 30, 2022.

(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 3 inputs are unobservable

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The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023								As of December 31, 2022
	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)	$	290,008	$	—	$	—	$	290,008	$	259,351	$	—	$	—	$	259,351
Restricted cash(a)	41,915		—		—		41,915		14,480		—		—		14,480
Restricted investments(b)	—		98,361		—		98,361		—		91,556		—		91,556
Investments in lieu of retention(c)	16,283		79,369		—		95,652		20,100		68,228		—		88,328
Total	$	348,206	$	177,730	$	—	$	525,936	$	293,931	$	159,784	$	—	$	453,715

____________________________________________________________________________________________________

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

(b)Restricted investments, as of September 30, 2023 and December 31, 2022, 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 retention are included in retention receivable as of September 30, 2023 and December 31, 2022, and are comprised of money market funds of $16.3 million and $20.1 million, respectively, and AFS debt securities of $79.4 million and $68.2 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 AFS debt securities are 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.

Investments in AFS debt securities consisted of the following as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023								As of December 31, 2022
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Restricted investments:
Corporate debt securities	$	66,046	$	—	$	(3,638)	$	62,408	$	53,452	$	1	$	(3,550)	$	49,903
U.S. government agency securities	29,724		—		(1,599)		28,125		34,920		13		(1,688)		33,245
Municipal bonds	8,607		—		(1,230)		7,377		9,211		—		(1,257)		7,954
Corporate certificates of deposit	500		—		(49)		451		507		—		(53)		454
Total restricted investments	104,877		—		(6,516)		98,361		98,090		14		(6,548)		91,556

Investments in lieu of retention:
Corporate debt securities	81,518		1		(3,123)		78,396		70,968		1		(3,724)		67,245
Municipal bonds	822		151		—		973		818		165		—		983
Total investments in lieu of retention	82,340		152		(3,123)		79,369		71,786		166		(3,724)		68,228

Total AFS debt securities	$	187,217	$	152	$	(9,639)	$	177,730	$	169,876	$	180	$	(10,272)	$	159,784

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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 September 30, 2023 and December 31, 2022:


	As of September 30, 2023
	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	$	20,382	$	(495)	$	39,026	$	(3,143)	$	59,408	$	(3,638)
U.S. government agency securities	8,112		(89)		18,763		(1,510)		26,875		(1,599)
Municipal bonds	186		(3)		6,851		(1,227)		7,037		(1,230)
Corporate certificates of deposit	—		—		451		(49)		451		(49)
Total restricted investments	28,680		(587)		65,091		(5,929)		93,771		(6,516)

Investments in lieu of retention:
Corporate debt securities	28,506		(359)		48,949		(2,764)		77,455		(3,123)
Total investments in lieu of retention	28,506		(359)		48,949		(2,764)		77,455		(3,123)

Total AFS debt securities	$	57,186	$	(946)	$	114,040	$	(8,693)	$	171,226	$	(9,639)


	As of December 31, 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	$	23,559	$	(733)	$	25,842	$	(2,817)	$	49,401	$	(3,550)
U.S. government agency securities	24,834		(939)		5,593		(749)		30,427		(1,688)
Municipal bonds	4,998		(672)		2,956		(585)		7,954		(1,257)
Corporate certificates of deposit	63		(12)		391		(41)		454		(53)
Total restricted investments	53,454		(2,356)		34,782		(4,192)		88,236		(6,548)

Investments in lieu of retention:
Corporate debt securities	34,553		(843)		32,391		(2,881)		66,944		(3,724)
Total investments in lieu of retention	34,553		(843)		32,391		(2,881)		66,944		(3,724)

Total AFS debt securities	$	88,007	$	(3,199)	$	67,173	$	(7,073)	$	155,180	$	(10,272)

The unrealized losses in AFS debt securities as of September 30, 2023 and December 31, 2022 are 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 exist for AFS debt securities in an unrealized loss position as of September 30, 2023 and December 31, 2022.

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, consistent with the same period in 2022, the Company has not recognized any impairment losses in earnings during the nine months ended September 30, 2023.

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The amortized cost and fair value of AFS debt securities by contractual maturity as of September 30, 2023 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	$	32,555	$	32,007
Due after one year through five years	142,227		134,927
Due after five years	12,435		10,796
Total	$	187,217	$	177,730

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2017 Senior Notes was $457.5 million and $439.7 million as of September 30, 2023 and December 31, 2022, respectively. The fair values of the 2017 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $349.8 million and $389.5 million as of September 30, 2023 and December 31, 2022, respectively. The fair values of the Term Loan B were determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of September 30, 2023 and December 31, 2022.

(14)Variable Interest Entities (VIEs)

The Company may form joint ventures or partnerships with third parties for the execution of 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 30, 2023, the Company had unconsolidated VIE-related current assets and liabilities of $0.6 million and $0.2 million, respectively, included in the Company’s Condensed Consolidated Balance Sheets. As of December 31, 2022, the Company had unconsolidated VIE-related current assets of $0.4 million included in the Company’s Condensed Consolidated Balance Sheets. 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 September 30, 2023.

As of September 30, 2023, the Company’s Condensed Consolidated Balance Sheets included current and noncurrent assets of $482.1 million and $36.9 million, respectively, as well as current liabilities of $513.1 million related to the operations of its consolidated VIEs. As of December 31, 2022, the Company’s Condensed Consolidated Balance Sheets included current and noncurrent assets of $527.3 million and $22.4 million, respectively, as well as current liabilities of $567.3 million related to the operations of its consolidated VIEs.

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

The Company established a joint venture to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations) mass-transit projects in Los Angeles, 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. 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 nine months ended September 30, 2023 and 2022 is provided below:


	Three Months Ended September 30, 2023
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - June 30, 2023	$	51,970	$	1,143,532	$	217,571	$	(45,479)	$	607	$	1,368,201
Net income (loss)	—		—		(36,896)		—		11,070		(25,826)
Other comprehensive loss	—		—		—		(500)		(473)		(973)
Share-based compensation	—		1,756		—		—		—		1,756
Issuance of common stock, net	52		(505)		—		—		—		(453)
Contributions from noncontrolling interests	—		—		—		—		2,500		2,500
Distributions to noncontrolling interests	—		—		—		—		(11,250)		(11,250)
Balance - September 30, 2023	$	52,022	$	1,144,783	$	180,675	$	(45,979)	$	2,454	$	1,333,955


	Nine Months Ended September 30, 2023
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - December 31, 2022	$	51,521	$	1,140,933	$	304,301	$	(47,037)	$	(7,734)	$	1,441,984
Net income (loss)	—		—		(123,626)		—		32,107		(91,519)
Other comprehensive income	—		—		—		1,058		81		1,139
Share-based compensation	—		4,786		—		—		—		4,786
Issuance of common stock, net	501		(936)		—		—		—		(435)
Contributions from noncontrolling interests	—		—		—		—		4,500		4,500
Distributions to noncontrolling interests	—		—		—		—		(26,500)		(26,500)
Balance - September 30, 2023	$	52,022	$	1,144,783	$	180,675	$	(45,979)	$	2,454	$	1,333,955

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	Three Months Ended September 30, 2022
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - June 30, 2022	$	51,358	$	1,137,966	$	429,673	$	(48,963)	$	(2,088)	$	1,567,946
Net income (loss)	—		—		(32,455)		—		8,385		(24,070)
Other comprehensive loss	—		—		—		(3,054)		(1,525)		(4,579)
Share-based compensation	—		1,816		—		—		—		1,816
Issuance of common stock, net	127		123		—		—		—		250

Distributions to noncontrolling interests	—		—		—		—		(22,000)		(22,000)
Balance - September 30, 2022	$	51,485	$	1,139,905	$	397,218	$	(52,017)	$	(17,228)	$	1,519,363


	Nine Months Ended September 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)	—		—		(117,092)		—		12,189		(104,903)
Other comprehensive loss	—		—		—		(8,382)		(2,677)		(11,059)
Share-based compensation	—		6,818		—		—		—		6,818
Issuance of common stock, net	389		(63)		—		—		—		326
Contributions from noncontrolling interests	—		—		—		—		961		961
Distributions to noncontrolling interests	—		—		—		—		(46,500)		(46,500)
Balance - September 30, 2022	$	51,485	$	1,139,905	$	397,218	$	(52,017)	$	(17,228)	$	1,519,363

(16)Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income, establishes standards for reporting 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 as components of accumulated other comprehensive income (loss) (“AOCI”).

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UNAUDITED

The components of other comprehensive income (loss) and the related tax effects for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
(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	$	413	$	(114)	$	299	$	639	$	(181)	$	458
Foreign currency translation adjustments	(1,204)		187		(1,017)		(3,016)		489		(2,527)
Unrealized loss in fair value of investments	(329)		74		(255)		(3,188)		678		(2,510)
Total other comprehensive loss	(1,120)		147		(973)		(5,565)		986		(4,579)
Less: Other comprehensive loss attributable to noncontrolling interests	(473)		—		(473)		(1,525)		—		(1,525)
Total other comprehensive loss attributable to Tutor Perini Corporation	$	(647)	$	147	$	(500)	$	(4,040)	$	986	$	(3,054)


	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
(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	$	1,239	$	(343)	$	896	$	1,916	$	(543)	$	1,373
Foreign currency translation adjustments	(302)		63		(239)		(4,458)		798		(3,660)
Unrealized gain (loss) in fair value of investments	605		(123)		482		(11,086)		2,314		(8,772)
Total other comprehensive income (loss)	1,542		(403)		1,139		(13,628)		2,569		(11,059)
Less: Other comprehensive income (loss) attributable to noncontrolling interests	81		—		81		(2,677)		—		(2,677)
Total other comprehensive income (loss) attributable to Tutor Perini Corporation	$	1,461	$	(403)	$	1,058	$	(10,951)	$	2,569	$	(8,382)

The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30, 2023
(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 June 30, 2023	$	(32,040)	$	(6,920)	$	(6,519)	$	(45,479)
Other comprehensive loss before reclassifications	—		(484)		(329)		(813)
Amounts reclassified from AOCI	299		—		14		313
Total other comprehensive income (loss)	299		(484)		(315)		(500)
Balance as of September 30, 2023	$	(31,741)	$	(7,404)	$	(6,834)	$	(45,979)
Attributable to Noncontrolling Interests:
Balance as of June 30, 2023	$	—	$	(342)	$	(834)	$	(1,176)
Other comprehensive income (loss)	—		(533)		60		(473)
Balance as of September 30, 2023	$	—	$	(875)	$	(774)	$	(1,649)

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UNAUDITED


	Nine Months Ended September 30, 2023
(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 December 31, 2022	$	(32,637)	$	(7,241)	$	(7,159)	$	(47,037)
Other comprehensive income (loss) before reclassifications	—		(163)		244		81
Amounts reclassified from AOCI	896		—		81		977
Total other comprehensive income (loss)	896		(163)		325		1,058
Balance as of September 30, 2023	$	(31,741)	$	(7,404)	$	(6,834)	$	(45,979)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2022	$	—	$	(799)	$	(931)	$	(1,730)
Other comprehensive income (loss)	—		(76)		157		81
Balance as of September 30, 2023	$	—	$	(875)	$	(774)	$	(1,649)


	Three Months Ended September 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 June 30, 2022	$	(36,951)	$	(6,568)	$	(5,444)	$	(48,963)
Other comprehensive loss before reclassifications	—		(1,238)		(2,337)		(3,575)
Amounts reclassified from AOCI	458		—		63		521
Total other comprehensive income (loss)	458		(1,238)		(2,274)		(3,054)
Balance as of September 30, 2022	$	(36,493)	$	(7,806)	$	(7,718)	$	(52,017)
Attributable to Noncontrolling Interests:
Balance as of June 30, 2022	$	—	$	190	$	(800)	$	(610)
Other comprehensive loss	—		(1,289)		(236)		(1,525)
Balance as of September 30, 2022	$	—	$	(1,099)	$	(1,036)	$	(2,135)


	Nine Months Ended September 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 December 31, 2021	$	(37,866)	$	(5,787)	$	18	$	(43,635)
Other comprehensive loss before reclassifications	—		(2,019)		(7,832)		(9,851)
Amounts reclassified from AOCI	1,373		—		96		1,469
Total other comprehensive income (loss)	1,373		(2,019)		(7,736)		(8,382)
Balance as of September 30, 2022	$	(36,493)	$	(7,806)	$	(7,718)	$	(52,017)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2021	$	—	$	542	$	—	$	542
Other comprehensive loss	—		(1,641)		(1,036)		(2,677)
Balance as of September 30, 2022	$	—	$	(1,099)	$	(1,036)	$	(2,135)

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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 Statements of Operations during the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Component of AOCI:
Defined benefit pension plan adjustments(a)	$	413	$	639	$	1,239	$	1,916
Income tax benefit(b)	(114)		(181)		(343)		(543)
Net of tax	$	299	$	458	$	896	$	1,373

Unrealized loss in fair value of investment adjustments(a)	$	18	$	79	$	103	$	121
Income tax benefit(b)	(4)		(16)		(22)		(25)
Net of tax	$	14	$	63	$	81	$	96

___________________________________________________________________________________________________

(a)Amounts included in other income, net on the Condensed Consolidated Statements of Operations.

(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, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through three 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 contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military 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: hospitality and gaming, transportation, health care, commercial offices, government facilities, sports and entertainment, education, correctional facilities, biotech, pharmaceutical, industrial and technology.

The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC and fire protection systems 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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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 months ended September 30, 2023 and 2022:


	Reportable Segments
(in thousands)	Civil		Building		Specialty Contractors		Total			Corporate			Consolidated Total
Three Months Ended September 30, 2023
Total revenue	$	543,776	$	368,244	$	174,933	$	1,086,953		$	—		$	1,086,953
Elimination of intersegment revenue	(23,282)		(2,795)		(171)		(26,248)			—			(26,248)
Revenue from external customers	$	520,494	$	365,449	$	174,762	$	1,060,705		$	—		$	1,060,705
Income (loss) from construction operations	$	46,889	$	123	$	(38,429)	$	8,583	(a)	$	(21,149)	(b)	$	(12,566)
Capital expenditures	$	11,941	$	241	$	391	$	12,573		$	2,394		$	14,967
Depreciation and amortization(c)	$	7,698	$	743	$	615	$	9,056		$	2,175		$	11,231

Three Months Ended September 30, 2022
Total revenue	$	564,205	$	341,614	$	251,974	$	1,157,793		$	—		$	1,157,793
Elimination of intersegment revenue	(63,300)		(23,564)		(3)		(86,867)			—			(86,867)
Revenue from external customers	$	500,905	$	318,050	$	251,971	$	1,070,926		$	—		$	1,070,926
Income (loss) from construction operations	$	22,786	$	56	$	(11,836)	$	11,006	(d)	$	(17,898)	(b)	$	(6,892)
Capital expenditures	$	11,872	$	921	$	748	$	13,541		$	423		$	13,964
Depreciation and amortization(c)	$	12,166	$	470	$	529	$	13,165		$	2,368		$	15,533

____________________________________________________________________________________________________

(a)During the three months ended September 30, 2023, the Company’s income (loss) from construction operations was adversely impacted by $16.9 million ($12.3 million, or $0.24 per diluted share, after tax) of unfavorable non-cash adjustments due to changes in estimates on the Specialty Contractors segment’s electrical and mechanical scope of a transportation project in the Northeast associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations, $14.0 million ($10.9 million, or $0.21 per diluted share, after tax) of unfavorable adjustments on the same transportation project in the Northeast, split evenly between the Civil and Building segments, primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project closeout, and a $9.4 million ($6.8 million, or $0.13 per diluted share, after tax) unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed Specialty Contractors segment mass-transit project in California. During the third quarter of 2023, the Company reached a settlement that impacted multiple components of a Civil segment mass-transit project in California, which included the resolution of certain ongoing disputes and increased the expected profit from work to be performed in the future. The settlement resulted in an unfavorable non-cash adjustment of $23.2 million ($16.8 million, or $0.32 per diluted share, after tax) to one component of the project that is nearing completion, partially offset by a favorable adjustment of $8.8 million ($7.0 million, or $0.13 per diluted share, after tax) on the other component of the project that has substantial scope of work remaining. As a result of the settlement, the net unfavorable impact to the period from these two adjustments is expected to be mitigated by the increased profit generated from future work on the project.

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

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

(d)During the three months ended September 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by a $14.3 million ($10.2 million, or $0.20 per diluted share, after tax) unfavorable adjustment on a completed Civil segment highway project in the Northeast due to the reversal on appeal of a previously favorable lower-court ruling.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED


	Reportable Segments
(in thousands)	Civil		Building		Specialty Contractors		Total			Corporate			Consolidated Total
Nine Months Ended September 30, 2023
Total revenue	$	1,477,553	$	919,468	$	508,004	$	2,905,025		$	—		$	2,905,025
Elimination of intersegment revenue	(53,066)		6,976		(179)		(46,269)			—			(46,269)
Revenue from external customers	$	1,424,487	$	926,444	$	507,825	$	2,858,756		$	—		$	2,858,756
Income (loss) from construction operations	$	170,308	$	(83,917)	$	(120,709)	$	(34,318)	(a)	$	(57,805)	(b)	$	(92,123)
Capital expenditures	$	36,649	$	3,716	$	1,091	$	41,456		$	4,134		$	45,590
Depreciation and amortization(c)	$	21,753	$	1,655	$	1,856	$	25,264		$	6,721		$	31,985

Nine Months Ended September 30, 2022
Total revenue	$	1,478,162	$	960,148	$	673,302	$	3,111,612		$	—		$	3,111,612
Elimination of intersegment revenue	(182,840)		(44,509)		(156)		(227,505)			—			(227,505)
Revenue from external customers	$	1,295,322	$	915,639	$	673,146	$	2,884,107		$	—		$	2,884,107
Income (loss) from construction operations	$	12,052	$	9,453	$	(82,461)	$	(60,956)	(d)	$	(46,397)	(b)	$	(107,353)
Capital expenditures	$	38,703	$	973	$	2,202	$	41,878		$	931		$	42,809
Depreciation and amortization(c)	$	44,191	$	1,261	$	1,539	$	46,991		$	7,063		$	54,054

____________________________________________________________________________________________________

(a)During the nine months ended September 30, 2023, the Company’s income (loss) from construction operations was impacted by an adverse legal ruling on a completed mixed-use project in New York, which resulted in a non-cash, pre-tax charge of $83.6 million ($60.1 million, or $1.16 per diluted share, after-tax) in the first quarter, of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment; $57.0 million ($41.4 million, or $0.80 per diluted share, after tax) of unfavorable non-cash adjustments due to changes in estimates on the Specialty Contractors segment’s electrical and mechanical scope of a transportation project in the Northeast associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations; $27.5 million ($21.4 million, or $0.41 per diluted share, after tax) of unfavorable adjustments on the same transportation project in the Northeast, split evenly between the Civil and Building segments, primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project closeout; net favorable adjustments of $25.6 million ($20.3 million, or $0.39 per diluted share, after tax) for a Civil segment mass-transit project in California that resulted from changes in estimates due to improved performance; a non-cash charge of $25.1 million ($18.2 million, or $0.35 per diluted share, after tax) in the second quarter of 2023 that resulted from an adverse legal ruling on a Specialty Contractors segment educational facilities project in New York; and a $9.4 million ($6.8 million, or $0.13 per diluted share, after tax) unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed Specialty Contractors segment mass-transit project in California. During the third quarter of 2023, the Company reached a settlement that impacted multiple components of a Civil segment mass-transit project in California, which included the resolution of certain ongoing disputes and increased the expected profit from work to be performed in the future. The settlement resulted in an unfavorable non-cash adjustment of $23.2 million ($16.8 million, or $0.32 per diluted share, after tax) to one component of the project that is nearing completion, partially offset by a favorable adjustment of $8.8 million ($7.0 million, or $0.14 per diluted share, after tax) on the other component of the project that has substantial scope of work remaining. As a result of the settlement, the net unfavorable impact to the period from these two adjustments is expected to be mitigated by the increased profit generated from future work on the project.

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

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

(d)During the nine months ended September 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by $36.0 million ($26.0 million, or $0.51 per diluted share, after tax) due to unfavorable adjustments 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 $34.6 million ($27.3 million, or $0.53 per diluted share, after tax) for 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

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 completed Civil segment bridge project in New York; an $18.0 million ($13.9 million, or $0.27 per diluted share, after tax) unfavorable adjustment split evenly between the Civil and Building segments due to changes in estimates on the same transportation project in the Northeast mentioned above; a non-cash charge of $17.8 million ($12.8 million, or $0.25 per diluted share, after tax) that increased cost of operations associated with the 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 ($11.6 million, or $0.23 per diluted share, after tax) unfavorable non-cash impact related to the settlement of a long-disputed, completed Civil segment project in Maryland; a $14.3 million ($10.2 million, or $0.20 per diluted share, after tax) unfavorable adjustment on a completed Civil segment highway project in the Northeast due to the reversal on appeal of a previously favorable lower-court ruling; and $13.1 million ($9.4 million, or $0.18 per diluted share, after tax) of unfavorable adjustments on a Civil segment mass-transit project in California.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Loss from construction operations	$	(12,566)	$	(6,892)	$	(92,123)	$	(107,353)
Other income, net	2,967		397		12,442		5,114
Interest expense	(20,313)		(17,015)		(63,842)		(49,711)
Loss before income taxes	$	(29,912)	$	(23,510)	$	(143,523)	$	(151,950)

Total assets by segment were as follows:


(in thousands)	As of September 30, 2023		As of December 31, 2022
Civil	$	3,482,496	$	3,402,934
Building	935,742		898,816
Specialty Contractors	331,761		483,535
Corporate and other(a)	(264,272)		(242,485)
Total assets	$	4,485,727	$	4,542,800

____________________________________________________________________________________________________

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

Major Customer

Revenue from a single customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 13.8% and 16.0% of the Company’s consolidated revenue for the three and nine months ended September 30, 2023, respectively.

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

The following discussion and analysis of our financial position as of September 30, 2023 and the results of our operations for the three and nine months ended September 30, 2023 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes 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 for the year ended December 31, 2022, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2022 and in Part II, Item 1A below.

Forward-Looking Statements

This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any 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:

•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;

•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;

•Increased competition and failure to secure new contracts;

•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;

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

•A significant slowdown or decline in economic conditions, such as those presented during a recession;

•Failure to meet contractual schedule requirements, which could result in higher costs and reduced profits or, in some cases, exposure to financial liability for liquidated damages and/or damages to customers, as well as damage to our reputation;

•Failure to meet our obligations under our debt agreements (especially in a high interest rate environment), including the spring-forward maturity on January 30, 2025 of our Term Loan B and Revolver if any of the 2017 Senior Notes remain outstanding as of such date;

•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;

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

•An inability to obtain bonding could have a negative impact on our operations and results;

•Risks related to our international operations, such as uncertainty of U.S. government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, labor conditions and other unforeseeable events in countries where we do business, which could adversely affect our revenue and earnings;

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

•Downgrades in our credit ratings;

•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;

•The impact of inclement weather conditions on projects;

•Risks related to government contracts and related procurement regulations;

•Significant fluctuations in the market price of our common stock, which could result in substantial losses for stockholders and potentially subject us to securities litigation;

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

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

•Public health crises, such as COVID-19, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections;

•Physical and regulatory risks related to climate change;

•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

During 2020 and 2021, the COVID-19 pandemic caused shut-downs or significant reductions in the operations of various courts and arbitration offices, which hindered the Company’s ability to resolve disputes related to unapproved work and 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. This negative impact from the pandemic lessened in 2022 and remains low in 2023, with certain previously delayed disputes finally resolved and other settlement conferences and trial dates scheduled or being scheduled. Consequently, the Company has made and continues to expect to make substantial progress in the resolution of various disputes and unapproved change orders in 2023 and beyond.

Through the latter part of 2021, the pandemic also significantly delayed the bidding and awarding of various large prospective civil projects, which has affected the volume and timing of our new awards. The follow-on impact has been a substantial but temporary reduction in our backlog, revenue and income from construction operations over the past three years. For example, the Company’s consolidated backlog had been near a record level at $11.2 billion as of December 31, 2019, just prior to the onset of the COVID-19 pandemic, but declined in each subsequent year through 2022, and was $7.9 billion as of December 31, 2022, a 29% decrease compared to the end of 2019. Similarly, revenue declined 29% from $5.3 billion for 2020 to $3.8 billion for 2022, though there were other factors that contributed to the revenue decline, particularly in 2022, as discussed in the Form 10-K filed for the year ended December 31, 2022. The current impacts of the pandemic on new project awards have lessened, as evidenced by the recent strong growth in the Company’s backlog to $10.6 billion as of September 30, 2023, due primarily to new awards in 2023, the largest of which has been the $2.95 billion Brooklyn Jail progressive design-build project awarded in the second quarter of 2023. However, the follow-on impact from delayed project bids and large contract awards has continued to have a negative impact on our revenue and profitability. In addition, many of our state and local government customers’ revenue sources were negatively impacted by the pandemic due to a reduction of commuter and business travel. Despite improved commuter and business travel conditions, the significant revenue reductions experienced by these customers have, in some cases, continued to adversely impact their timely payment to the Company for amounts due, although these impacts have been moderating in 2023.

Operating Results

Consolidated revenue for the three and nine months ended September 30, 2023 was $1.1 billion and $2.9 billion, respectively, level compared to the same periods in 2022. For both periods of 2023, higher revenue in the Civil and Building segments was offset by lower revenue in the Specialty Contractors segment, as discussed in more detail below in Results of Segment Operations. In addition, customer budgetary constraints induced by the COVID-19 pandemic, combined with certain political and other factors, resulted in the Company not being awarded certain Civil segment projects over the last few years totaling more than $10.0 billion despite having been the low or preferred bidder. Not being awarded these projects also impacted revenue for the first three quarters of both 2023 and 2022, and most of these projects are currently expected to be re-bid in 2024. Furthermore, the Company was unsuccessful in its pursuit of certain large prospective Civil segment projects in the second half of 2021, which also unfavorably impacted revenue in 2022 and 2023.

Loss from construction operations for the three months ended September 30, 2023 was $12.6 million compared to $6.9 million for the same period in 2022. The change was favorably impacted by the absence of certain prior-year unfavorable adjustments, as discussed further below in Results of Segment Operations, as well as an improved project mix, including contributions related to the volume increase on a Civil segment mass-transit project in California. During the third quarter of 2023, the Company reached a settlement that impacted multiple components of another Civil segment mass-transit project in California, which included the resolution of certain ongoing disputes and increased the expected profit from work to be performed in the future. The settlement resulted in an unfavorable non-cash adjustment of $23.2 million to one component of the project that is nearing completion, partially offset by a favorable adjustment of $8.8 million on the other component of the project that has substantial scope of work remaining. As a result of the settlement, the net unfavorable impact to the period from these two

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adjustments is expected to be mitigated by the increased profit generated from future work on the project. The third quarter of 2023 was also impacted by certain unfavorable adjustments, including $16.9 million due to changes in estimates on the Specialty Contractors segment’s electrical and mechanical scope of a transportation project in the Northeast associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations, $14.0 million on the same transportation project in the Northeast, split evenly between the Civil and Building segments, primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project closeout, and a $9.4 million unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed Specialty Contractors segment mass-transit project in California.

Loss from construction operations for the nine months ended September 30, 2023 was $92.1 million compared to $107.4 million for the same period in 2022. The change was primarily due to net favorable adjustments of $25.6 million on a Civil segment mass-transit project in California, which resulted from changes in estimates due to improved performance, as well as contributions related to the volume increase on that same project. The change was also due to the absence of certain prior-year unfavorable adjustments discussed below in Results of Segment Operations and an $18.0 million prior-year unfavorable adjustment split evenly between the Civil and Building segments due to changes in estimates on the aforementioned transportation project in the Northeast. The impact from the absence of these prior-year unfavorable adjustments was partially offset by a current-year first-quarter unfavorable adjustment related to an adverse legal ruling on a completed mixed-use project in New York, which resulted in a non-cash, pre-tax charge of $83.6 million in the first quarter of 2023, of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment. In addition, there were current-year unfavorable adjustments of $57.0 million due to changes in estimates on the Specialty Contractors segment’s electrical and mechanical scope of the transportation project in the Northeast associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations; $27.5 million on the transportation project in the Northeast, split evenly between the Civil and Building segments, primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project closeout; $25.1 million in the second quarter of 2023 that resulted from an adverse court ruling on a Specialty Contractors segment educational facilities project in New York; the net impact of the aforementioned unfavorable adjustment of $23.2 million and related favorable adjustment of $8.8 million; and a $9.4 million unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed Specialty Contractors segment mass-transit project in California.

Income tax benefit was $4.1 million and $52.0 million for the three and nine months ended September 30, 2023, respectively. This compares to an income tax expense of $0.6 million and an income tax benefit of $47.0 million for the three and nine months ended September 30, 2022, respectively. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.

Diluted loss per common share for the three and nine months ended September 30, 2023 was $0.71 and $2.39, respectively, compared to diluted loss per common share of $0.63 and $2.28 for the same periods in 2022. The change for both periods of 2023 was primarily due to the factors discussed above that led to the change in income (loss) from construction operations.

Consolidated new awards for the three and nine months ended September 30, 2023 totaled $0.8 billion and $5.6 billion, respectively, compared to $0.9 billion and $3.0 billion for the same periods in 2022. The Civil and Building segments were the primary contributors to the new award activity in the third quarter of 2023. The most significant new awards and contract adjustments in the third quarter of 2023 included $115 million of additional funding for a health care project in California; $95 million and $81 million of additional funding for two different mass-transit projects in California; the $47 million New Everglades National Park Visitor Center project in Florida; a $42 million mining project in Virginia; and the Central District Wastewater Treatment Plant electrical project in Florida, valued at more than $40 million.

Consolidated backlog as of September 30, 2023 was $10.6 billion, up 34% compared to $7.9 billion as of December 31, 2022. As of September 30, 2023, the mix of backlog by segment was approximately 43% for Civil, 41% for Building and 16% for Specialty Contractors.

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The following table presents the Company’s backlog by business segment, reflecting changes from December 31, 2022 to September 30, 2023:


(in millions)	Backlog at December 31, 2022		New Awards(a)		Revenue Recognized		Backlog at September 30, 2023(b)
Civil	$	4,416.3	$	1,537.8	$	(1,424.5)	$	4,529.6
Building	2,223.6		3,042.9		(926.4)		4,340.1
Specialty Contractors	1,289.2		998.9		(507.9)		1,780.2
Total	$	7,929.1	$	5,579.6	$	(2,858.8)	$	10,649.9

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

(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 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 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 we will proceed with our work on the project (e.g., adequate funding is in place, we have received a notice of intent to award a contract, etc.). Backlog may also include awards where future scopes of work are subject to additional approval by the customer. These types of awards are included in backlog to the extent such approval is considered probable.

The outlook for the Company’s revenue growth over the next several years remains favorable. However, revenue growth could be negatively impacted by project delays or the timing of project bids, awards, commencements, ramp-up activities and completions. We anticipate that we will continue to win our share of significant new awards resulting from long-term capital spending plans by state, local and federal customers, as well as limited competition for some of the largest project opportunities.

In elections over the past decade, voters in 44 states have approved 85% of nearly 3,000 state and local ballot measures, raising an estimated $342 billion in new and renewed revenue funding for transportation investments. The largest of these was in Los Angeles County, where Measure M, a half-cent sales tax increase, was approved in 2016. Funding from this measure supports some of the Company’s current and prospective projects, and overall the measure is expected to generate $120 billion of funding over 40 years. Interest rates have continued to increase over the past year, as anticipated, but are still at levels which we believe remain conducive to continued spending on certain types of projects that have strong end-market demand with adequate available funding, such as mass transit, transportation, bridges, and health care, educational and correctional facilities, among others. However, if borrowing rates continue to increase, they could reach levels that may negatively impact demand, particularly for certain Building segment end markets which tend to be more closely correlated to economic conditions.

The bipartisan Infrastructure Investment and Jobs Act of 2021 (the “Bipartisan Infrastructure Law” or “BIL”) 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 10 years, and much of it is allocated for investment in 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 initial funds have begun flowing to project owners and substantially increased funding from the BIL is expected to occur over the next several years.

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

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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 from construction operations for the Civil segment are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Revenue	$	520.5	$	500.9	$	1,424.5	$	1,295.3
Income from construction operations	46.9		22.8		170.3		12.1

Revenue for the three and nine months ended September 30, 2023 increased 4% and 10%, respectively, compared to the same periods in 2022. For the first nine months of 2023, the growth was largely due to the favorable impact of changes in estimates that resulted from improved performance on a mass-transit project in California, as well as the absence of certain prior-year unfavorable adjustments, as further discussed in the paragraph below. Revenue for both periods was also adversely impacted by the follow-on impacts of COVID-19, which delayed bidding activities and awards of certain new projects during 2020 and much of 2021 and negatively impacted revenue for the nine-month periods of both 2022 and 2023. Furthermore, revenue for both periods was adversely impacted by certain projects totaling more than $10.0 billion for which the Company was the low or preferred bidder but no contract was awarded over the last few years due to COVID-19-induced customer budget constraints, as well as the Company’s lack of success in its pursuit of certain large prospective Civil segment projects in the second half of 2021.

Income from construction operations for the three and nine months ended September 30, 2023 was $46.9 million and $170.3 million, respectively, compared to $22.8 million and $12.1 million for the same periods in 2022. For the third quarter of 2023, the increase was primarily due to the absence of a prior-year unfavorable adjustment of $14.3 million on a completed highway project in the Northeast due to the reversal on appeal of a previously favorable lower-court ruling and a $10.1 million prior-year unfavorable adjustment related to a completed mass-transit project in New York. The increase was also due to an improved project mix, including contributions from higher volume on a mass-transit project in California. During the third quarter of 2023, the Company reached a settlement that impacted multiple components of another mass-transit project in California, which included the resolution of certain ongoing disputes and increased the expected profit from work to be performed in the future. The settlement resulted in an unfavorable non-cash adjustment of $23.2 million to one component of the project that is nearing completion, partially offset by a favorable adjustment of $8.8 million on the other component of the project that has substantial scope of work remaining. As a result of the settlement, the net unfavorable impact to the period from these two adjustments is expected to be mitigated by the increased profit generated from future work on the project.

For the first nine months of 2023, the change was favorably impacted by the same factors discussed above for the third quarter, as well as by net favorable adjustments totaling $25.6 million on a mass-transit project in California associated with changes in estimates due to improved performance, partially offset by the Civil segment’s $13.8 million portion of unfavorable adjustments on a transportation project in the Northeast primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project close out. The change was also favorably impacted by the absence of prior-year unfavorable adjustments, including a temporary unfavorable impact of $34.6 million from the successful negotiation of significant lower margin (and lower risk) change orders on the mass-transit project in California mentioned above; a $25.5 million non-cash charge from an adverse legal ruling on a dispute related to a bridge project in New York; a $16.2 million unfavorable non-cash impact related to the settlement of a long-disputed, completed project in Maryland; and $13.1 million of unfavorable adjustments related to a mass-transit project in California.

Operating margin was 9.0% and 12.0% for the three and nine months ended September 30, 2023, respectively, compared to 4.5% and 0.9% for the same periods in 2022. The increases in operating margin were principally due to the above-mentioned factors that drove the changes in revenue and income from construction operations.

New awards in the Civil segment totaled $469.0 million and $1.5 billion for the three and nine months ended September 30, 2023, respectively, compared to $225.1 million and $1.4 billion for the same periods in 2022. The most significant new awards and contract adjustments in the third quarter of 2023 included $95 million and $81 million of additional funding for two different mass-transit projects in California and a $42 million mining project in Virginia. COVID-19 has caused significant revenue shortfalls for certain state and local government agencies since 2020, which has resulted in delays in the bidding and awarding of certain large new projects. In addition, the timing and magnitude of federal, state and local funding, including anticipated contributions from the BIL, is uncertain, which could lead to similar delays.

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Backlog for the Civil segment was $4.5 billion as of September 30, 2023 compared to $4.7 billion as of September 30, 2022. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, supported by substantial anticipated funding from various voter-approved transportation measures and the BIL, and by public agencies’ long-term spending plans. The Civil segment is well-positioned to capture its share of these prospective 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,
(in millions)	2023		2022		2023		2022
Revenue	$	365.4	$	318.0	$	926.4	$	915.6
Income (loss) from construction operations	0.1		0.1		(83.9)		9.5

Revenue for the three months ended September 30, 2023 increased 15% compared to the same period in 2022 primarily due to increased project execution activities on various projects in California with substantial scope of work remaining. Revenue for the nine months ended September 30, 2023 grew slightly compared to the same period in 2022, with the growth driven by increased project execution activities on various projects in California with substantial scope of work remaining, mostly offset by the impact of the aforementioned unfavorable adjustment related to the adverse legal ruling on a completed mixed-use project in New York, the Building’s segment’s portion of unfavorable adjustments on the aforementioned transportation project in the Northeast due to the settlement of certain change orders during project close out, and reduced project execution activities on a completed hospitality and gaming project in Arkansas. As discussed above in Executive Overview, revenue for both periods was adversely impacted by the follow-on impacts of COVID-19, which delayed certain project bids and awards in 2020 and 2021.

Income from construction operations for the three months ended September 30, 2023 was $0.1 million and loss from construction operations for the nine months ended September 30, 2023 was $83.9 million, compared to income from construction operations of $0.1 million and $9.5 million for the same periods in 2022. For the third quarter of 2023, income from construction operations was favorably impacted by the absence of a $10.1 million prior-year unfavorable adjustment on a hospitality project in Florida, mostly offset by the Building segment’s current-year $7.0 million portion of unfavorable adjustments on the aforementioned transportation project in the Northeast primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project close out. For the first nine months of 2023, the loss was primarily due to the aforementioned first-quarter unfavorable adjustment related to the adverse legal ruling on a completed mixed-use project in New York that resulted in a non-cash, pre-tax charge of $83.6 million, of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment, as well as the Building segment’s $13.8 million portion of unfavorable adjustments on the aforementioned transportation project in the Northeast. The impact of the current-year unfavorable adjustments was partially offset by the absence of a $10.3 million prior-year unfavorable adjustment on a hospitality project in Florida.

Operating margin was 0.0% and (9.1)% for the three and nine months ended September 30, 2023, respectively, compared to 0.0% and 1.0% for the same periods in 2022. The changes in operating margin were principally due to the aforementioned factors that drove the changes in revenue and income (loss) from construction operations.

New awards in the Building segment totaled $249.0 million and $3.0 billion for the three and nine months ended September 30, 2023, respectively, compared to $415.9 million and $947.8 million for the same periods in 2022. The most significant new awards in the third quarter of 2023 included $115 million of additional funding for a health care project in California and the $47 million New Everglades National Park Visitor Center project in Florida. The lingering effects of COVID-19, including the proliferation of remote and hybrid work for many businesses, as well as slowing economic conditions caused by inflation and rising interest rates, could continue to result in certain delayed or even canceled Building segment project opportunities, particularly in the corporate office end market. However, other Building segment end markets, such as correctional facilities, health care, education, industrial/manufacturing, and hospitality and gaming, continue to show strong demand for new and renovated facilities.

Backlog for the Building segment was $4.3 billion as of September 30, 2023, up 85% compared to $2.3 billion as of September 30, 2022. The strong increase was largely due to the $2.95 billion Brooklyn Jail progressive design-build project that was booked into backlog in the second quarter of 2023. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations.

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Specialty Contractors Segment

Revenue and loss from construction operations for the Specialty Contractors segment are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Revenue	$	174.8	$	252.0	$	507.9	$	673.2
Loss from construction operations	(38.4)		(11.8)		(120.7)		(82.5)

Revenue for the three and nine months ended September 30, 2023 decreased 31% and 25%, respectively, compared to the same periods in 2022. For both periods of 2023, the decrease was principally due to reduced project execution activities on the electrical and mechanical components of a transportation project in the Northeast that is nearing completion, as well as the aforementioned unfavorable non-cash adjustments due to changes in estimates on the electrical and mechanical scope of this same project associated with changes in the expected recovery on certain unapproved change orders. For the nine-month period of 2023, the decrease was also due to the adverse legal ruling on an educational facilities project in New York. The overall revenue decline was partially offset by the absence of a prior-year unfavorable adjustment on the same transportation project in the Northeast. As discussed above in Executive Overview, operating results continue to be adversely impacted by the follow-on impacts of COVID-19, which delayed certain project bids and awards in 2020 and 2021, including projects that would have had considerable components of electrical and mechanical scope in the 2022 and 2023 periods had the projects been awarded and the Company won its share of such projects.

Loss from construction operations for the three and nine months ended September 30, 2023 was $38.4 million and $120.7 million, respectively, compared to $11.8 million and $82.5 million for the same periods in 2022. The change for the third quarter of 2023 was principally due to the current-quarter impact of $16.9 million of unfavorable non-cash adjustments due to changes in estimates on the electrical and mechanical scope of the above-mentioned transportation project associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations and a $9.4 million unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed mass-transit project in California. For the nine-month period of 2023, the change was largely due to the current-year impacts of $57.0 million of unfavorable non-cash adjustments due to changes in estimates on the electrical and mechanical scope of the above-mentioned transportation project associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations, a non-cash charge of $25.1 million in the second quarter of 2023 on the educational facilities project in New York that resulted from an adverse court ruling, and the above-mentioned $9.4 million unfavorable adjustment due to ongoing negotiations and an anticipated settlement on a completed mass-transit project in California. The current-year unfavorable adjustments were largely offset by the absence of prior-year unfavorable adjustments, including a $36.0 million unfavorable adjustment on the same transportation project related to the unforeseen cost of 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.

Operating margin was (22.0)% and (23.8)% for the three and nine months ended September 30, 2023, respectively, compared to (4.7)% and (12.2)% for the same periods in 2022. The changes in operating margin were principally due to the aforementioned factors that drove the changes in revenue and loss from construction operations.

New awards in the Specialty Contractors segment totaled $128.5 million and $1.0 billion for the three and nine months ended September 30, 2023, respectively, compared to $244.1 million and $658.4 million for the same periods in 2022. The most significant new award in the third quarter of 2023 was the Central District Wastewater Treatment Plant electrical project in Florida, valued at more than $40 million. COVID-19 has resulted in, and could continue to result in, reduced demand from certain customers, particularly in New York, that continue to experience funding constraints.

Backlog for the Specialty Contractors segment was $1.8 billion as of September 30, 2023 compared to $1.4 billion as of September 30, 2022. The Specialty Contractors segment continues to be increasingly focused on servicing the Company’s current and prospective large Civil and Building segment projects, particularly in the Northeast and California. In addition, the segment remains well-positioned to capture its share of new projects, leveraging the size and scale of 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.

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Corporate, Tax and Other Matters

Corporate General and Administrative Expenses

Corporate general and administrative expenses were $21.1 million and $56.1 million during the three and nine months ended September 30, 2023, respectively, compared to $16.6 million and $45.1 million for the same periods in 2022. The increase in the three and nine months ended September 30, 2023 was primarily due to higher compensation-related expenses compared to the same periods in 2022.

Other Income, Net, Interest Expense and Income Tax (Expense) Benefit


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Other income, net	$	3.0	$	0.4	$	12.4	$	5.1
Interest expense	(20.3)		(17.0)		(63.8)		(49.7)
Income tax (expense) benefit	4.1		(0.6)		52.0		47.0

Other income, net for the nine months ended September 30, 2023 increased by $7.3 million compared to the same period in 2022, primarily due to a gain on sale of property in the 2023 period.

Interest expense for the three and nine months ended September 30, 2023 increased by $3.3 million and $14.1 million, respectively, compared to the same periods in 2022. The increases in the 2023 periods were substantially due to higher interest rates on the Term Loan B and the Revolver, as discussed below in Liquidity and Capital Resources.

Liquidity and Capital Resources

Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $175.0 million, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity of $175.0 million and available cash balances as of September 30, 2023, will be sufficient to fund working capital needs and debt maturities for the next 12 months and beyond excluding the impact of a spring-forward maturity on the Term Loan B and the Revolver (if that were to occur), as discussed further in Debt below. Despite our record operating cash flow in 2022 and strong operating cash flow for the nine months ended September 30, 2023 (as discussed below in Cash and Working Capital), liquidity has been and could continue to be negatively affected by the follow-on impacts of COVID-19, which induced customer budgetary constraints and delayed bidding activities and awards of certain large civil projects. We are also still pursuing COVID-19-related cost recoveries from certain customers. Our liquidity was also adversely impacted by the Company’s lack of success in its pursuit of certain large prospective Civil segment projects in the second half of 2021, as well as by instances where the Company was not awarded certain Civil segment projects totaling more than $10.0 billion over the last few years due to COVID-19-induced customer budget constraints, despite being the low or preferred bidder. In addition, as discussed above in

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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 BIL and increased revenue to government customers as travel and commuting levels have improved, as discussed above, could offset or mitigate these and other possible lingering future negative impacts from COVID-19, though it remains difficult to predict any of these factors. Furthermore, the backlog of accumulated court and arbitration proceedings that grew as a result of the pandemic during 2020 and 2021 has receded, with certain disputes having been resolved in 2022 and 2023 and other settlement conferences and trial dates now scheduled or being scheduled. We experienced a record operating cash flow in 2022 and strong operating cash flow for the first nine months of 2023, and we expect strong operating cash flows to continue for the remainder of 2023 and into 2024, 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 $290.0 million as of September 30, 2023 compared to $259.4 million as of December 31, 2022. Cash immediately available for general corporate purposes was $100.6 million and $47.7 million as of September 30, 2023 and December 31, 2022, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $140.3 million as of September 30, 2023 compared to $106.0 million as of December 31, 2022. Restricted cash and restricted investments at September 30, 2023 were primarily held to secure insurance-related contingent obligations and deposits.

During the nine months ended September 30, 2023, net cash provided by operating activities was $180.8 million, the second-largest result for the first nine months of any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008 (the “2008 Merger”). In addition, net cash provided by operating activities was $103.2 million for the third quarter of 2023, an increase of $30.6 million compared to $72.6 million in the third quarter of 2022, and also the second-largest result for any third quarter since the 2008 Merger. The net cash provided by operating activities for the nine-month period of 2023 was primarily due to a decrease in investments in project working capital, partially offset by cash utilized by earnings sources. The decrease in investments in project working capital was primarily due to a decrease in costs and estimated earnings in excess of billings (“CIE”), an increase in accounts payable due to the timing of payments to suppliers and subcontractors and an increase in billings in excess of costs and estimated earnings (“BIE”). During the nine months ended September 30, 2022, net cash provided by operating activities was $251.3 million, which was the largest result for the first nine months of any year since the 2008 Merger. The increase for the nine months of 2022 was primarily due to a decrease in investments in project working capital 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 BIE and a decrease in accounts receivable.

Cash flow from operating activities decreased $70.5 million when comparing the first nine months of 2023 with the same period in 2022. The decrease in cash flow from operating activities for the first nine months of 2023 compared to the first nine months of 2022 primarily resulted from a smaller current-year decrease in investment in working capital as compared to the same period last year. The smaller decrease in investment in working capital in the 2023 period was primarily due to a smaller current-year decrease in accounts receivable compared to the prior-year period and a smaller current-year increase in BIE compared to the same period last year, partially offset by a current-year decrease in CIE compared to an increase last year. Both periods were positively impacted by collections associated with previously disputed matters.

Net cash used in investing activities during the first nine months of 2023 was $43.4 million, primarily due to the acquisition of property and equipment for projects (i.e., capital expenditures) totaling $45.6 million, as well as net cash used in investment transactions of $6.9 million, partially offset by proceeds from the sale of property and equipment of $9.0 million. Net cash used in investing activities during the first nine months of 2022 was $38.9 million primarily due to the acquisition of property and equipment for projects totaling $42.8 million, partially offset by proceeds from the sale of property and equipment of $6.7 million.

Net cash used in financing activities was $79.3 million for the first nine months of 2023, which was primarily driven by a $56.0 million net repayment of debt and $22.0 million of net distributions to noncontrolling interests. Net cash used in financing activities was $78.8 million for the first nine months of 2022, which was primarily driven by a $34.8 million net repayment of debt and $42.5 million of net distributions to noncontrolling interests.

At September 30, 2023, we had working capital of $1.5 billion, a ratio of current assets to current liabilities of 1.75 and a ratio of debt to equity of 0.68, compared to working capital of $1.7 billion, a ratio of current assets to current liabilities of 1.87 and a ratio of debt to equity of 0.66 at December 31, 2022.

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Debt

2020 Credit Agreement

Under the terms of the 2020 Credit Agreement, the Term Loan B will mature on August 18, 2027 and the 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 Revolver will mature on January 30, 2025 subject to certain further exceptions (the “spring-forward maturity”). The Company has been exploring its options to address the spring-forward maturity of the Term Loan B and Revolver, including redeeming the 2017 Senior Notes using a combination of available liquidity and new financing. The Company continues to assess its various alternatives to determine the most favorable, available financing strategy, taking into account anticipated cash available for deleveraging, as well as market conditions. Continued strong operating cash flow in the first part of the fourth quarter of 2023 has allowed the Company to begin accumulating cash that is being earmarked for refinancing, with more than $70 million set aside as of the date of this filing for this purpose. This amount is incremental to any required annual excess cash flow prepayment in respect of the Term Loan B.

As of September 30, 2023, the Revolver had unused available borrowing capacity of $175.0 million, and the outstanding balance of the Term Loan B and the 2017 Senior Notes were $368.2 million and $500.0 million, respectively.

The 2020 Credit Agreement requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of certain indebtedness and annual excess cash flow (in each case, subject to certain customary exceptions). The Company made a $44.0 million prepayment of principal on the Term Loan B in April 2023. The prepayment resulted from our record operating cash flow in 2022, which produced “excess” cash flow under the terms of the 2020 Credit Agreement, as discussed above.

Borrowings under the 2020 Credit Agreement bear interest at variable rates, which have increased since the latter part of 2022 due to changes in market conditions that resulted in increases in SOFR (and LIBOR prior to the transition to SOFR), in the case of the Term Loan B, and the administrative agent’s prime lending rate, in the case of the Revolver. Effective May 2, 2023, the 2020 Credit Agreement was amended to transition the Company’s original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. The average borrowing rates on the Term Loan B and the Revolver for the nine months ended September 30, 2023 were approximately 9.9% and 11.8%, respectively. At September 30, 2023, the borrowing rates on the Term Loan B and the Revolver were 10.2% and 12.3%, respectively. For more information regarding the terms of our 2020 Credit Agreement, refer to Note 8 of the Notes to Condensed Consolidated Financial Statements.

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


	Trailing Four Fiscal Quarters Ended
	September 30, 2023
	Actual	Required
First lien net leverage ratio	2.01 to 1.00	≤ 2.50 : 1.00

On October 31, 2022, the 2020 Credit Agreement was amended to increase the maximum First Lien Net Leverage Ratio covenant level for certain fiscal quarters. On March 10, 2023, the 2020 Credit Agreement was further amended to set the maximum First Lien Net Leverage Ratio covenant level to 3.50:1.00, effective the fiscal quarter ended December 31, 2022, and increasing to 3.75:1.00 for the fiscal quarter ending March 31, 2023 and subsequently stepping down to 3.00:1.00 for the fiscal quarter ending June 30, 2023, 2.50:1.00 for the fiscal quarter ending September 30, 2023 and 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. As of September 30, 2023, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement.

Contractual Obligations

There have been no material changes in our contractual obligations from those described in our Annual Report on Form 10‑K for the year ended December 31, 2022.

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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 for the year ended December 31, 2022. Our critical accounting estimates are also identified and discussed in Part II, Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2022.

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three and nine months ended September 30, 2023 and through the date of filing of this report that had or are expected to have a material impact on the 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 for the year ended December 31, 2022.

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 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.

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 disclose information about certain pending legal proceedings pursuant 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 for the year ended December 31, 2022, updated by Note 10 of the Notes to Condensed Consolidated Financial 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, 2022, other than as set forth below.

As a result of the “spring-forward” maturity provision in our Revolver and Term Loan B facility, we will need to repay, refinance, or obtain amendments or waivers with respect to some or all of our substantial outstanding indebtedness before January 30, 2025. If we are unsuccessful, the maturity of our Revolver and Term Loan B facility will accelerate, and a failure to repay then-outstanding amounts would cause us to be in default, which would materially and adversely affect our business and our financial condition.

As previously disclosed, under the terms of our 2020 Credit Agreement, if 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), the maturity of both the Term Loan B and the Revolver will accelerate to January 30, 2025, subject to certain further exceptions. We refer to this as the “spring-forward maturity” provision of our 2020 Credit Agreement. Absent the applicability of the spring-forward maturity provision, the maturity date of the Term Loan B is August 18, 2027 and of the Revolver is August 18, 2025.

As a result of the spring-forward maturity provision, after January 30, 2024, all outstanding indebtedness under our 2020 Credit Agreement will be reclassified as current indebtedness and we will need to repay, refinance, or obtain amendments or waivers with respect to some or all of our substantial outstanding indebtedness before January 30, 2025.

While our cash collections have improved significantly since 2021 and are expected to remain strong, we do not currently have available cash and borrowings sufficient to repay the 2017 Senior Notes. We are actively exploring a range of potential financing and refinancing transactions to address our near-term liquidity requirements, including potential debt refinancings and amendments, waivers or consents under our 2020 Credit Agreement, among other potential alternatives. There can be no assurance as to which, if any, of these alternatives we may be able to pursue. The choices available to us will depend upon numerous factors, such as market conditions, our credit rating, our liquidity, our debt profile, our financial performance and the limitations applicable to such transactions under our existing financing agreements and any consents we may need to obtain under the relevant documents. In light of our debt profile, as well as high interest rates and continued volatility in the financial markets, various financing options may not be available to us on commercially reasonable terms, terms that are acceptable to us, or at all, and we may not be able to obtain amendments, waivers, or consents on reasonable terms or at all. Moreover, any future indebtedness or amendments to our existing indebtedness may impose additional restrictions and covenants on us that could limit our ability to respond to market conditions, to make capital investments or to take advantage of business opportunities. Refinancing debt at a higher cost would negatively impact our liquidity and financial condition.

If we are unable to pay down and/or refinance the 2017 Senior Notes prior to January 30, 2025, on favorable terms or at all, or to otherwise address the acceleration of outstanding indebtedness under our 2020 Credit Agreement under the spring-forward maturity provision, our liquidity, business, operations and financial condition will be materially and adversely affected. In this event, we may not have sufficient funds available for timely repayment of our indebtedness, and we may not have the ability to borrow or obtain sufficient funds to replace the indebtedness on terms acceptable to us, or at all, in which case an event of default would occur under our 2020 Credit Agreement.

Item 4. Mine Safety Disclosures

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection 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 own or operate any mines; however, we may be considered a mine operator as defined under the Mine Act because we provide construction services to customers in the mining industry. Accordingly, we provide information regarding mine safety violations and other mining regulation matters in Exhibit 95 to this Form 10-Q.

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Item 5. Other Information

During the quarter ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits


Exhibits			Description
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 – 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 September 30, 2023, 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: November 9, 2023	By:	/s/ Gary G. Smalley
	Gary G. Smalley
	Executive Vice President and Chief Financial Officer

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Tutor Perini (TPC) 10-Q2023 Q3 Quarterly report

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