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	March 31, ~~2021~~2022
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 April ~~29, 2021~~28, 2022 was ~~50,937,607.~~51,200,161.

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 ~~Income~~Operations for the Three Months Ended March 31 ~~2021~~, 202 2 and 20202 201 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, ~~2021~~ 2022 and 20202 201 (Unaudited)

Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, 20202 201 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and 20202 201 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.

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

2827

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Mine Safety Disclosures

Item 5.6.

~~Other Information~~Exhibits

~~Item 6.~~

~~Exhibits~~Signature

~~Signature~~

Table of Contents

PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

UNAUDITED


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands, except per common share amounts)	(in thousands, except per common share amounts)	2021		2020			(in thousands, except per common share amounts)	2022		2021
REVENUE	REVENUE	$	1,207,595	$	1,250,729		REVENUE	$	952,154	$	1,207,595
COST OF OPERATIONS	COST OF OPERATIONS	(1,097,140)		(1,139,649)			COST OF OPERATIONS	(901,809)		(1,097,140)
GROSS PROFIT	GROSS PROFIT	110,455		111,080			GROSS PROFIT	50,345		110,455
General and administrative expenses	General and administrative expenses	(60,751)		(63,853)			General and administrative expenses	(60,252)		(60,751)
INCOME FROM CONSTRUCTION OPERATIONS		49,704		47,227
INCOME (LOSS) FROM CONSTRUCTION OPERATIONS							INCOME (LOSS) FROM CONSTRUCTION OPERATIONS	(9,907)		49,704
Other income, net	Other income, net	175		481			Other income, net	3,697		175
Interest expense	Interest expense	(17,810)		(16,436)			Interest expense	(16,492)		(17,810)
INCOME BEFORE INCOME TAXES		32,069		31,272
Income tax expense		(6,964)		(5,134)
NET INCOME		25,105		26,138
INCOME (LOSS) BEFORE INCOME TAXES							INCOME (LOSS) BEFORE INCOME TAXES	(22,702)		32,069
Income tax (expense) benefit							Income tax (expense) benefit	3,889		(6,964)
NET INCOME (LOSS)							NET INCOME (LOSS)	(18,813)		25,105
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	9,071		8,767			LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	2,821		9,071
NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION		$	16,034	$	17,371
BASIC EARNINGS PER COMMON SHARE		$	0.31	$	0.35
DILUTED EARNINGS PER COMMON SHARE		$	0.31	$	0.34
NET INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION							NET INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(21,634)	$	16,034
BASIC EARNINGS (LOSS) PER COMMON SHARE							BASIC EARNINGS (LOSS) PER COMMON SHARE	$	(0.42)	$	0.31
DILUTED EARNINGS (LOSS) PER COMMON SHARE							DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	(0.42)	$	0.31
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:	WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:						WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
BASIC	BASIC	50,913		50,338			BASIC	51,107		50,913
DILUTED	DILUTED	51,348		50,836			DILUTED	51,107		51,348

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 INCOME (LOSS)

UNAUDITED


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021
NET INCOME		$	25,105	$	26,138
NET INCOME (LOSS)							NET INCOME (LOSS)	$	(18,813)	$	25,105

OTHER COMPREHENSIVE LOSS, NET OF TAX:	OTHER COMPREHENSIVE LOSS, NET OF TAX:						OTHER COMPREHENSIVE LOSS, NET OF TAX:
Defined benefit pension plan adjustments	Defined benefit pension plan adjustments	492		423			Defined benefit pension plan adjustments	458		492
Foreign currency translation adjustments	Foreign currency translation adjustments	372		(4,013)			Foreign currency translation adjustments	257		372
Unrealized (loss) gain in fair value of investments		(1,183)		542
Unrealized loss in fair value of investments							Unrealized loss in fair value of investments	(4,204)		(1,183)
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX	TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX	(319)		(3,048)			TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX	(3,489)		(319)

COMPREHENSIVE INCOME		24,786		23,090
COMPREHENSIVE INCOME (LOSS)							COMPREHENSIVE INCOME (LOSS)	(22,302)		24,786
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	9,367		6,747			LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	2,442		9,367
COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION		$	15,419	$	16,343
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION							COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION	$	(24,744)	$	15,419

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)	(in thousands, except share and per share amounts)	As of March 31, 2021		As of December 31, 2020		(in thousands, except share and per share amounts)	As of March 31, 2022		As of December 31, 2021

ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents ($91,768 and $105,735 related to variable interest entities (“VIEs”))		$	318,720	$	374,289
Cash and cash equivalents ($167,391 and $102,679 related to variable interest entities (“VIEs”))						Cash and cash equivalents ($167,391 and $102,679 related to variable interest entities (“VIEs”))	$	316,499	$	202,197
Restricted cash	Restricted cash	82,086		77,563		Restricted cash	4,870		9,199
Restricted investments	Restricted investments	74,062		78,912		Restricted investments	85,075		84,355
Accounts receivable ($78,924 and $86,012 related to VIEs)		1,368,892		1,415,063
Retainage receivable ($129,050 and $122,335 related to VIEs)		661,382		648,441
Costs and estimated earnings in excess of billings ($55,315 and $39,846 related to VIEs)		1,255,992		1,236,734
Other current assets ($49,182 and $51,746 related to VIEs)		236,943		249,455
Accounts receivable ($102,702 and $116,415 related to VIEs)						Accounts receivable ($102,702 and $116,415 related to VIEs)	1,413,246		1,454,319
Retention receivable ($169,106 and $162,259 related to VIEs)						Retention receivable ($169,106 and $162,259 related to VIEs)	542,301		568,881
Costs and estimated earnings in excess of billings ($121,545 and $143,105 related to VIEs)						Costs and estimated earnings in excess of billings ($121,545 and $143,105 related to VIEs)	1,356,607		1,356,768
Other current assets ($42,356 and $43,718 related to VIEs)						Other current assets ($42,356 and $43,718 related to VIEs)	216,400		186,773
Total current assets	Total current assets	3,998,077		4,080,457		Total current assets	3,934,998		3,862,492
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $452,904 and $434,294 (net P&E of $8,526 and $12,840 related to VIEs)		478,338		489,217
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $496,617 and $483,417 (net P&E of $4,595 and $2,203 related to VIEs)						PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $496,617 and $483,417 (net P&E of $4,595 and $2,203 related to VIEs)	425,966		429,645
GOODWILL	GOODWILL	205,143		205,143		GOODWILL	205,143		205,143
INTANGIBLE ASSETS, NET	INTANGIBLE ASSETS, NET	116,472		123,115		INTANGIBLE ASSETS, NET	79,563		85,068
OTHER ASSETS	OTHER ASSETS	147,977		147,685		OTHER ASSETS	146,488		142,550
TOTAL ASSETS	TOTAL ASSETS	$	4,946,007	$	5,045,617	TOTAL ASSETS	$	4,792,158	$	4,724,898

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Current maturities of long-term debt, net of unamortized discount and debt issuance costs totaling $941 and $2,040		$	101,020	$	100,188
Accounts payable ($81,694 and $116,461 related to VIEs)		716,326		794,611
Retainage payable ($28,027 and $26,439 related to VIEs)		318,692		315,135
Billings in excess of costs and estimated earnings ($332,704 and $362,427 related to VIEs)		818,757		839,222
Accrued expenses and other current liabilities ($6,838 and $9,595 related to VIEs)		176,264		215,207
Current maturities of long-term debt						Current maturities of long-term debt	$	23,285	$	24,406
Accounts payable ($73,743 and $96,097 related to VIEs)						Accounts payable ($73,743 and $96,097 related to VIEs)	559,152		512,056
Retention payable ($38,461 and $37,007 related to VIEs)						Retention payable ($38,461 and $37,007 related to VIEs)	228,690		268,945
Billings in excess of costs and estimated earnings ($390,885 and $355,270 related to VIEs)						Billings in excess of costs and estimated earnings ($390,885 and $355,270 related to VIEs)	844,618		761,689
Accrued expenses and other current liabilities ($10,088 and $8,566 related to VIEs)						Accrued expenses and other current liabilities ($10,088 and $8,566 related to VIEs)	199,412		210,017
Total current liabilities	Total current liabilities	2,131,059		2,264,363		Total current liabilities	1,855,157		1,777,113
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $19,478 and $20,209		924,651		925,277
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $16,350 and $17,109						LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $16,350 and $17,109	979,769		969,248
DEFERRED INCOME TAXES	DEFERRED INCOME TAXES	82,950		82,966		DEFERRED INCOME TAXES	69,890		70,989
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	235,266		230,066		OTHER LONG-TERM LIABILITIES	240,821		233,828
TOTAL LIABILITIES	TOTAL LIABILITIES	3,373,926		3,502,672		TOTAL LIABILITIES	3,145,637		3,051,178
COMMITMENTS AND CONTINGENCIES (NOTE 11)		0		0
COMMITMENTS AND CONTINGENCIES (NOTE 10)						COMMITMENTS AND CONTINGENCIES (NOTE 10)	0		0
EQUITY	EQUITY					EQUITY
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock - authorized 1,000,000 shares ($1 par value), NaN issued		0		0
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 50,937,607 and 50,827,205 shares		50,938		50,827
Preferred stock - authorized 1,000,000 shares ($1 par value), none issued						Preferred stock - authorized 1,000,000 shares ($1 par value), none issued	—		—
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,200,161 and 51,095,706 shares						Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,200,161 and 51,095,706 shares	51,200		51,096
Additional paid-in capital	Additional paid-in capital	1,127,624		1,127,385		Additional paid-in capital	1,134,688		1,133,150
Retained earnings	Retained earnings	438,419		422,385		Retained earnings	492,676		514,310
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(47,356)		(46,741)		Accumulated other comprehensive loss	(46,745)		(43,635)
Total stockholders' equity	Total stockholders' equity	1,569,625		1,553,856		Total stockholders' equity	1,631,819		1,654,921
Noncontrolling interests	Noncontrolling interests	2,456		(10,911)		Noncontrolling interests	14,702		18,799
TOTAL EQUITY	TOTAL EQUITY	1,572,081		1,542,945		TOTAL EQUITY	1,646,521		1,673,720
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	4,946,007	$	5,045,617	TOTAL LIABILITIES AND EQUITY	$	4,792,158	$	4,724,898

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

Table of Contents

TUTOR PERINI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income		$	25,105	$	26,138
Adjustments to reconcile net income to net cash used in operating activities:
Net income (loss)						Net income (loss)	$	(18,813)	$	25,105
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation	Depreciation	20,231		16,999		Depreciation	14,733		20,231
Amortization of intangible assets	Amortization of intangible assets	6,643		5,812		Amortization of intangible assets	5,505		6,643
Share-based compensation expense	Share-based compensation expense	2,448		4,244		Share-based compensation expense	3,417		2,448
Change in debt discounts and deferred debt issuance costs	Change in debt discounts and deferred debt issuance costs	2,017		3,486		Change in debt discounts and deferred debt issuance costs	901		2,017
Deferred income taxes	Deferred income taxes	95		2,474		Deferred income taxes	(52)		95
(Gain) loss on sale of property and equipment	(Gain) loss on sale of property and equipment	20		(461)		(Gain) loss on sale of property and equipment	(132)		20
Changes in other components of working capital	Changes in other components of working capital	(108,385)		(90,884)		Changes in other components of working capital	112,448		(108,385)
Other long-term liabilities	Other long-term liabilities	5,027		1,061		Other long-term liabilities	2,489		5,027
Other, net	Other, net	95		(2,876)		Other, net	251		95
NET CASH USED IN OPERATING ACTIVITIES		(46,704)		(34,007)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES						NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	120,747		(46,704)

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Acquisition of property and equipment	Acquisition of property and equipment	(9,835)		(11,693)		Acquisition of property and equipment	(12,028)		(9,835)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	457		583		Proceeds from sale of property and equipment	1,434		457
Investments in securities	Investments in securities	(2,910)		(9,696)		Investments in securities	(4,657)		(2,910)
Proceeds from maturities and sales of investments in securities	Proceeds from maturities and sales of investments in securities	6,870		6,211		Proceeds from maturities and sales of investments in securities	383		6,870
NET CASH USED IN INVESTING ACTIVITIES	NET CASH USED IN INVESTING ACTIVITIES	(5,418)		(14,595)		NET CASH USED IN INVESTING ACTIVITIES	(14,868)		(5,418)

Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from debt	Proceeds from debt	74,251		348,688		Proceeds from debt	284,552		74,251
Repayment of debt	Repayment of debt	(75,939)		(283,915)		Repayment of debt	(275,910)		(75,939)
Cash payments related to share-based compensation	Cash payments related to share-based compensation	(1,236)		(694)		Cash payments related to share-based compensation	(1,009)		(1,236)
Distributions paid to noncontrolling interests	Distributions paid to noncontrolling interests	0		(13,500)		Distributions paid to noncontrolling interests	(7,500)		—
Contributions from noncontrolling interests	Contributions from noncontrolling interests	4,000		0		Contributions from noncontrolling interests	3,961		4,000

NET CASH PROVIDED BY FINANCING ACTIVITIES	NET CASH PROVIDED BY FINANCING ACTIVITIES	1,076		50,579		NET CASH PROVIDED BY FINANCING ACTIVITIES	4,094		1,076

Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	(51,046)		1,977		Net increase (decrease) in cash, cash equivalents and restricted cash	109,973		(51,046)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	451,852		202,101		Cash, cash equivalents and restricted cash at beginning of period	211,396		451,852
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	400,806	$	204,078	Cash, cash equivalents and restricted cash at end of period	$	321,369	$	400,806

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, ~~2020.~~2021. The results of operations for the three months ended March 31, ~~2021~~2022 may not be indicative of the results that will be achieved for the full year ending December 31, ~~2021.~~2022.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s consolidated financial position as of March 31, ~~2021~~2022 and its consolidated statements of ~~income~~operations and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the notes to the condensed consolidated financial statements of prior years have been reclassified to conform to the current year presentation.

(2)~~Recent Accounting Pronouncements~~

~~In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12,Simplifying the Accounting for Income Taxes(“ASU 2019-12”), modifying Accounting Standards Codification (“ASC”) 740,~~ ~~Income Taxes~~ (“ASC 740”). The amendments in ASU 2019-12, among other things, remove certain exceptions to the general principles in ASC 740 and seek more consistent application by clarifying and amending the existing guidance. The Company adopted this ASU effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s financial position, results of operations or cash flows.

~~In August 2020, the FASB issued ASU 2020-06,~~ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments in ASU 2020-06 simplify accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted EPS and the treasury stock method will no longer be available. ASU 2020-06 is effective for interim and annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company does not expect to early adopt the new standard and does not expect it to have an impact on the Company's financial position, results of operations or cash flows.

~~Table of Contents~~

~~TUTOR PERINI CORPORATION AND SUBSIDIARIES~~

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

~~UNAUDITED~~

~~(3)~~Revenue

Disaggregation of Revenue

The following tables disaggregate revenue by end market, customer type and contract type, which the Company believes best ~~depicts~~depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021
Civil segment revenue by end market:	Civil segment revenue by end market:						Civil segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)	Mass transit (includes certain transportation and tunneling projects)	$	308,875	$	297,143		Mass transit (includes certain transportation and tunneling projects)	$	257,138	$	308,875
Military defense facilities	Military defense facilities	49,536		23,610			Military defense facilities	49,794		49,536
Bridges	Bridges	46,167		52,184			Bridges	41,247		46,167
Water	Water	26,810		23,744			Water	20,652		26,810
Highways		11,326		32,582

Other	Other	32,861		57,366			Other	21,964		44,187
Total Civil segment revenue	Total Civil segment revenue	$	475,575	$	486,629		Total Civil segment revenue	$	390,795	$	475,575

Three Months Ended
March 31,
(in thousands) 2021 2020
Building segment revenue by end market:
Commercial and industrial facilities $ 130,052 $ 133,049
Hospitality and gaming 100,567 118,987
Municipal and government 71,909 69,502
Education facilities 38,317 31,622
Mass transit (includes transportation projects) 26,535 57,847
Mixed Use 19,549 9,972
Health care facilities 10,409 35,889
Other 9,895 24,896
Total Building segment revenue $ 407,233 $ 481,764

Three Months Ended
March 31,
(in thousands) 2021 2020
Specialty Contractors segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects) $ 181,163 $ 148,671
Multi-unit residential 42,795 26,493
Commercial and industrial facilities 38,749 53,505
Water 21,154 9,838
Education facilities 13,356 16,557
Mixed use 9,539 13,802
Other 18,031 13,470
Total Specialty Contractors segment revenue $ 324,787 $ 282,336


	Three Months Ended March 31,
(in thousands)	2022		2021
Building segment revenue by end market:
Hospitality and gaming	$	76,918	$	100,567
Municipal and government	75,955		71,909
Mass transit (includes transportation projects)	60,201		26,535
Commercial and industrial facilities	39,086		130,052
Health care facilities	35,560		10,409
Education facilities	29,860		38,317

Other	13,068		29,444
Total Building segment revenue	$	330,648	$	407,233

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Three Months Ended
March 31, 2021 Three Months Ended
March 31, 2020
(in thousands) Civil Building Specialty
Contractors Total Civil Building Specialty
Contractors Total
Revenue by customer type:
State and local agencies $ 390,502 $ 76,581 $ 142,924 $ 610,007 $ 396,045 $ 146,016 $ 132,873 $ 674,934
Federal agencies 51,633 50,361 21,237 123,231 36,661 31,973 9,756 78,390
Private owners 33,440 280,291 160,626 474,357 53,923 303,775 139,707 497,405
Total revenue $ 475,575 $ 407,233 $ 324,787 $ 1,207,595 $ 486,629 $ 481,764 $ 282,336 $ 1,250,729


	Three Months Ended March 31,
(in thousands)	2022		2021
Specialty Contractors segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)	$	119,027	$	181,163
Commercial and industrial facilities	29,857		38,749
Multi-unit residential	24,938		42,795
Water	21,447		21,154
Education facilities	12,276		13,356

Other	23,166		27,570
Total Specialty Contractors segment revenue	$	230,711	$	324,787

Three Months Ended
March 31, 2021 Three Months Ended
March 31, 2020
(in thousands) Civil Building Specialty
Contractors Total Civil Building Specialty
Contractors Total
Revenue by contract type:
Fixed price $ 419,156 $ 84,449 $ 293,468 $ 797,073 $ 408,971 $ 105,598 $ 248,516 $ 763,085
Guaranteed maximum price 1,270 270,454 1,130 272,854 308 237,773 2,549 240,630
Unit price 52,733 111 28,297 81,141 71,358 534 21,151 93,043
Cost plus fee and other 2,416 52,219 1,892 56,527 5,992 137,859 10,120 153,971
Total revenue $ 475,575 $ 407,233 $ 324,787 $ 1,207,595 $ 486,629 $ 481,764 $ 282,336 $ 1,250,729


	Three Months Ended March 31, 2022								Three Months Ended March 31, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	313,842	$	123,690	$	92,231	$	529,763	$	390,502	$	76,581	$	142,924	$	610,007
Federal agencies	50,694		46,098		11,334		108,126		51,633		50,361		21,237		123,231
Private owners	26,259		160,860		127,146		314,265		33,440		280,291		160,626		474,357
Total revenue	$	390,795	$	330,648	$	230,711	$	952,154	$	475,575	$	407,233	$	324,787	$	1,207,595


	Three Months Ended March 31, 2022								Three Months Ended March 31, 2021
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by contract type:
Fixed price	$	336,993	$	102,518	$	199,063	$	638,574	$	419,156	$	84,449	$	293,468	$	797,073
Guaranteed maximum price	293		171,509		5,333		177,135		1,270		270,454		1,130		272,854
Unit price	50,510		33		14,822		65,365		52,733		111		28,297		81,141
Cost plus fee and other	2,999		56,588		11,493		71,080		2,416		52,219		1,892		56,527
Total revenue	$	390,795	$	330,648	$	230,711	$	952,154	$	475,575	$	407,233	$	324,787	$	1,207,595

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 months ended March 31, 2022 related to performance obligations satisfied (or partially satisfied) in prior periods by $48.5 million. Likewise, revenue was negatively impacted during the three months ended March 31, 2021 related to performance obligations satisfied (or partially satisfied) in prior periods by $19.3 million. ~~Revenue recognized during the three months ended March 31, 2020 related to performance obligations satisfied (or partially satisfied) in prior periods was immaterial.~~

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 March 31, 2022, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.6 billion, $2.2 billion and $1.3 billion for the Civil, Building and Specialty Contractors segments, respectively. As of March 31, 2021, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.8 billion, $1.5 billion and $1.7 billion for the Civil, Building and Specialty Contractors segments, respectively. As of March 31, 2020, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $5.2 billion, $1.9 billion and $2.2 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.

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~~(4)~~

(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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Contract assets include amounts due under ~~retainage~~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)	(in thousands)	As of March 31, 2021		As of December 31, 2020		(in thousands)	As of March 31, 2022		As of December 31, 2021
Retainage receivable		$	661,382	$	648,441
Retention receivable						Retention receivable	$	542,301	$	568,881
Costs and estimated earnings in excess of billings:	Costs and estimated earnings in excess of billings:					Costs and estimated earnings in excess of billings:
Claims	Claims	806,534		752,783		Claims	788,876		833,352
Unapproved change orders	Unapproved change orders	369,411		415,489		Unapproved change orders	482,945		418,054
Other unbilled costs and profits	Other unbilled costs and profits	80,047		68,462		Other unbilled costs and profits	84,786		105,362
Total costs and estimated earnings in excess of billings	Total costs and estimated earnings in excess of billings	1,255,992		1,236,734		Total costs and estimated earnings in excess of billings	1,356,607		1,356,768
Capitalized contract costs	Capitalized contract costs	73,898		74,452		Capitalized contract costs	75,278		69,027
Total contract assets	Total contract assets	$	1,991,272	$	1,959,627	Total contract assets	$	1,974,186	$	1,994,676

~~Retainage~~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. ~~Retainage~~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 March 31, 2022, the amount of retention receivable estimated by management to be collected beyond one year is approximately 43% 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 ~~ASC~~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 ~~11,~~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.

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, and are included in other current assets.~~contract. Capitalized contract costs are generally expensed to the associated contract over the period of anticipated use on the project. During the three months ended March 31, 2022 and 2021, ~~and 2020, $11.8~~$12.6 million and ~~$10.3~~$11.8 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.

Contract liabilities include amounts owed under retainage 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 March 31,
2021 As of December 31,
2020
Retainage payable $ 318,692 $ 315,135
Billings in excess of costs and estimated earnings 818,757 839,222
Total contract liabilities $ 1,137,449 $ 1,154,357

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~~Retainage~~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 March 31, 2022		As of December 31, 2021
Retention payable	$	228,690	$	268,945
Billings in excess of costs and estimated earnings	844,618		761,689
Total contract liabilities	$	1,073,308	$	1,030,634

Retention payable represents amounts invoiced to the Company by subcontractors where payments have been partially withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. Generally, ~~retainage~~retention payable is not remitted to subcontractors until the associated ~~retainage~~retention receivable from customers is collected. As of March 31, 2022, the amount of retention payable estimated by management to be remitted beyond one year is approximately 37% 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 months ended March 31, ~~2021~~2022 and ~~2020~~2021 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled ~~$306.9~~$317.8 million and ~~$429.5~~$306.9 million, respectively.

~~(5)~~(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)	(in thousands)	As of March 31, 2021		As of December 31, 2020		(in thousands)	As of March 31, 2022		As of December 31, 2021
Cash and cash equivalents available for general corporate purposes	Cash and cash equivalents available for general corporate purposes	$	176,763	$	210,841	Cash and cash equivalents available for general corporate purposes	$	75,789	$	60,192
Joint venture cash and cash equivalents	Joint venture cash and cash equivalents	141,957		163,448		Joint venture cash and cash equivalents	240,710		142,005
Cash and cash equivalents	Cash and cash equivalents	318,720		374,289		Cash and cash equivalents	316,499		202,197
Restricted cash	Restricted cash	82,086		77,563		Restricted cash	4,870		9,199
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	400,806	$	451,852	Total cash, cash equivalents and restricted cash	$	321,369	$	211,396

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

~~As of March 31, 2021, restricted cash consists primarily of $69.9 million held to repay the outstanding principal balance of Convertible Notes described in more detail in Note 9.~~ Restricted cash ~~also~~ includes amounts held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.

~~(6)~~(5)Earnings Per Common Share

Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income (loss) attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units and unexercised stock ~~options and~~options. Potentially dilutive securities also included the Convertible Notes as(as defined in Note ~~9. In accordance with ASC 260,~~ ~~Earnings Per Share, the settlement of the principal amount of~~8) prior to their repayment on June 15, 2021; however, the Convertible Notes ~~has~~had no impact on diluted ~~EPS because the Company has the intent and ability to settle the principal amount in cash. See Note 9 for further discussion of the Convertible Notes.~~EPS. The Company calculates the effect of the potentially dilutive restricted stock units and stock options using the treasury stock method.

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		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands, except per common share data)	(in thousands, except per common share data)	2021		2020			(in thousands, except per common share data)	2022		2021
Net income attributable to Tutor Perini Corporation		$	16,034	$	17,371
Net income (loss) attributable to Tutor Perini Corporation							Net income (loss) attributable to Tutor Perini Corporation	$	(21,634)	$	16,034

Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	50,913		50,338			Weighted-average common shares outstanding, basic	51,107		50,913
Effect of dilutive restricted stock units and stock options	Effect of dilutive restricted stock units and stock options	435		498			Effect of dilutive restricted stock units and stock options	—		435
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	51,348		50,836			Weighted-average common shares outstanding, diluted	51,107		51,348

Net income attributable to Tutor Perini Corporation per common share:
Net income (loss) attributable to Tutor Perini Corporation per common share:							Net income (loss) attributable to Tutor Perini Corporation per common share:
Basic	Basic	$	0.31	$	0.35		Basic	$	(0.42)	$	0.31
Diluted	Diluted	$	0.31	$	0.34		Diluted	$	(0.42)	$	0.31

Anti-dilutive securities not included above	Anti-dilutive securities not included above	1,640		2,209			Anti-dilutive securities not included above	3,431		1,640

For the three months ended March 31, 2022, all outstanding restricted stock units and stock options were excluded from the calculation of weighted-average diluted shares outstanding, as the shares have an anti-dilutive effect due to the net loss for the period.

~~(7)~~(6)Income Taxes

The Company’s effective income tax rate was ~~21.7%~~17.1% for the three months ended March 31, 2022. The effective income tax rate for the period was lower than the 21% federal statutory rate primarily due to earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company, partially offset by state income taxes (net of the federal tax benefit).

The Company’s effective income tax rate for the three months ended March 31, 2021 ~~and 16.4% for the three months ended March 31, 2020.~~was 21.7%. The effective income tax rate for the 2021 period was higher than the 21% federal statutory rate primarily due to state income taxes (net of the federal tax benefit) and nondeductible expenses, partially offset by earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company.

For the three months ended March 31, 2020, the effective income tax rate was lower than the 21% federal statutory rate primarily due to the favorable tax rate differential realized on the 2019 net operating loss (“NOL”) carryback and also to earnings attributable to noncontrolling interests for which income taxes are not the responsibility of the Company. Under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted on March 27, 2020, the NOL generated in 2019 may be carried back up to five years, whereas under previous rules NOLs were only allowed to be carried forward. This allowed the Company to realize the benefit of the tax rate differential by carrying back the NOL to tax years when the federal statutory tax rate was 35% rather than the current rate of 21%, consequently generating a larger tax benefit from the NOL than that recognized prior to the enactment of the CARES Act. The favorable tax rate impact resulting from the CARES Act was partially offset by the unfavorable impact of restricted stock unit vesting, for which a portion of the share-based compensation expense was not deductible for income tax purposes, as well as state income taxes (net of the federal tax benefit).

~~(8)~~(7)Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill since its inception through March 31, ~~2021:~~2022:

(in thousands) Civil Building Specialty
Contractors Total
Gross goodwill as of December 31, 2020 $ 492,074 $ 424,724 $ 156,193 $ 1,072,991
Accumulated impairment as of December 31, 2020 (286,931) (424,724) (156,193) (867,848)
Goodwill as of December 31, 2020 205,143 0 0 205,143
Current year activity 0 0 0 0
Goodwill as of March 31, 2021 $ 205,143 $ 0 $ 0 $ 205,143


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

The Company tests the goodwill allocated to its Civil reporting unit for impairment annually on October 1, or more frequently if events or circumstances indicate it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company performed its annual impairment test in the fourth quarter of ~~2020 using a weighted-average of an income~~2021 and a market approach. These approaches utilize various valuation assumptions, and small changes to the assumptions could have a significant impact on the concluded fair value. Based on this assessment, the Company concluded goodwill was ~~0t impaired since the estimated fair value of the Civil reporting unit exceeded its carrying value.~~not impaired. In addition, the Company

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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

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events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, impacts to our business as a result of the COVID-19 pandemic, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.

Intangible Assets

Intangible assets consist of the following:


		As of March 31, 2021								Weighted Average Amortization Period		As of March 31, 2022								Weighted-Average Amortization Period
(in thousands)	(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value			(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value
Trade names (non-amortizable)	Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite	Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)	Trade names (amortizable)	74,350		(24,377)		(23,232)		26,741		20 years	Trade names (amortizable)	69,250		(24,209)		(23,232)		21,809		20 years
Contractor license	Contractor license	6,000		—		(6,000)		—		N/A	Contractor license	6,000		—		(6,000)		—		N/A
Customer relationships	Customer relationships	39,800		(22,366)		(16,645)		789		12 years	Customer relationships	39,800		(23,114)		(16,645)		41		12 years
Construction contract backlog	Construction contract backlog	149,290		(110,758)		—		38,532		3 years	Construction contract backlog	149,290		(141,987)		—		7,303		3 years
Total	Total	$	387,040	$	(157,501)	$	(113,067)	$	116,472		Total	$	381,940	$	(189,310)	$	(113,067)	$	79,563


		As of December 31, 2020								Weighted Average Amortization Period		As of December 31, 2021								Weighted-Average Amortization Period
(in thousands)	(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value			(in thousands)	Cost		Accumulated Amortization		Accumulated Impairment Charge		Carrying Value
Trade names (non-amortizable)	Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite	Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)	Trade names (amortizable)	74,350		(23,754)		(23,232)		27,364		20 years	Trade names (amortizable)	69,250		(23,650)		(23,232)		22,368		20 years
Contractor license	Contractor license	6,000		—		(6,000)		—		N/A	Contractor license	6,000		—		(6,000)		—		N/A
Customer relationships	Customer relationships	39,800		(22,103)		(16,645)		1,052		12 years	Customer relationships	39,800		(23,053)		(16,645)		102		12 years
Construction contract backlog	Construction contract backlog	149,290		(105,001)		—		44,289		3 years	Construction contract backlog	149,290		(137,102)		—		12,188		3 years
Total	Total	$	387,040	$	(150,858)	$	(113,067)	$	123,115		Total	$	381,940	$	(183,805)	$	(113,067)	$	85,068

Amortization expense for the ~~quarters~~three months ended March 31, 2022 and 2021 ~~and 2020~~ was ~~$6.6~~$5.5 million and ~~$5.8~~$6.6 million, respectively. As of March 31, ~~2021,~~2022, future amortization expense is estimated to be ~~$25.7~~$9.0 million for the remainder of ~~2021, $18.0 million in~~ 2022, ~~$2.5~~$2.2 million per year for the years 2023 through ~~2026~~2027 and ~~$12.4~~$9.2 million thereafter.

The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of ~~2020.~~2021. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would indicate impairment of its non-amortizable trade names.

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~~(9)~~(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 March 31,
2021 As of December 31,
2020
2017 Senior Notes $ 495,508 $ 495,271
Term Loan B 407,889 408,458
2020 Revolver 0 0
Convertible Notes(a)
68,977 67,878
Equipment financing and mortgages 49,783 47,594
Other indebtedness 3,514 6,264
Total debt 1,025,671 1,025,465
Less: Current maturities 101,020 100,188
Long-term debt, net $ 924,651 $ 925,277

~~(a)~~The Company will repurchase or retire the remaining Convertible Notes at or before their June 15, 2021 maturity date using proceeds from the Term Loan B, $69.9 million of which is currently held in a restricted cash account for this purpose.


(in thousands)	As of March 31, 2022		As of December 31, 2021
2017 Senior Notes	$	496,498	$	496,244
Term Loan B	405,777		406,335
2020 Revolver	41,000		27,000
Equipment financing and mortgages	55,700		56,246
Other indebtedness	4,079		7,829
Total debt	1,003,054		993,654
Less: Current maturities	23,285		24,406
Long-term debt, net	$	979,769	$	969,248

The following table reconciles the outstanding debt balances to the reported debt balances as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

As of March 31, 2021 As of December 31, 2020
(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 $ (4,492) $ 495,508 $ 500,000 $ (4,729) $ 495,271
Term Loan B 422,875 (14,986) 407,889 423,938 (15,480) 408,458
Convertible Notes 69,918 (941) 68,977 69,918 (2,040) 67,878


	As of March 31, 2022						As of December 31, 2021
(in thousands)	Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported		Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported
2017 Senior Notes	$	500,000	$	(3,502)	$	496,498	$	500,000	$	(3,756)	$	496,244
Term Loan B	418,625		(12,848)		405,777		419,688		(13,353)		406,335

The unamortized issuance costs related to the 2020 Revolver were ~~$2.5~~$1.9 million and ~~$2.6~~$2.1 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, and are included in other assets on the Condensed Consolidated Balance Sheets.

2020 Credit Agreement

On August 18, 2020, the Company entered into a ~~new~~ credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions).

The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty, except that the Company must pay a 1.00% premium in respect to the Term Loan B in connection with any transactions that reduce the yield applicable to the Term Loan B within the first twelve months after August 18, 2020 (subject to certain further exceptions).penalty. The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions).

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

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

Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate ~~in the event~~upon LIBOR isbeing discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was ~~6.50%~~6.55% during the three months ended March 31, ~~2021.~~

2022.

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

As of March 31, ~~2021, the entire $175~~2022, $41 million was outstanding and $134 million was available under the 2020 ~~Revolver and the~~Revolver. The Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended March 31, ~~2021.~~2022.

~~Termination~~Repurchase and Repayment of ~~2017 Credit Facility~~

On August 18, 2020, the Company used proceeds from the Term Loan B to repay outstanding amounts under its credit agreement (the “2017 Credit Facility”) with SunTrust Bank, now known as Truist Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders, at which time the 2017 Credit Facility was terminated.

Convertible Notes

On June 15, ~~2016,~~2021, the Company ~~issued $200~~repaid the $69.9 million outstanding principal balance of the 2.875% Convertible Senior Notes ~~due June 15, 2021~~ (the “Convertible Notes”) in a private placement offering. On August 19, 2020, the Company used proceeds from the Term Loan B to repurchase $130.1 million aggregate principal amount of the Convertible Notes for an aggregate purchase price of $132.4 million (including accrued and unpaid interest to the repurchase date). At March 31, 2021, $69.9 million ($69.0 million net of unamortized discount and debt issuance costs) of the Convertible Notes remain outstanding and are included in “Current maturities of long-term debt” on the Condensed Consolidated Balance Sheet. The Company will repurchase or retire at or before maturity the remaining Convertible Notes and repay the principal balance using proceeds from the Term Loan B, which are currently held in a restricted cash account for this purpose.

The Convertible Notes are unsecured obligations of the Company and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes bear interest at a rate of 2.875% per year, payable in cash semi-annually in June and December.

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Prior to January 15, 2021, the Convertible Notes were convertible only under certain circumstances including upon the occurrence of specified corporate events. The holders did not convert any of the Convertible Notes prior to January 15, 2021. On or after January 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

The Convertible Notes are convertible at an initial conversion rate of 33.0579 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $30.25. The conversion rate will be subject to adjustment for some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert their Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a “make-whole fundamental change” described in the indenture. Upon conversion, and at the Company’s election, the Company may satisfy its conversion obligation with cash, shares of its common stock or a combination thereof. As of March 31, 2021, none of the notes have been converted.

2017 Senior Notes

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

~~Prior to May 1, 2020, the Company could have redeemed the 2017 Senior Notes under certain conditions described in the agreement. Since May 1, 2020, the~~The Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

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.

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Interest Expense

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


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021
Cash interest expense:	Cash interest expense:						Cash interest expense:
Interest on 2017 Senior Notes	Interest on 2017 Senior Notes	$	8,594	$	8,594		Interest on 2017 Senior Notes	$	8,594	$	8,594
Interest on Term Loan B	Interest on Term Loan B	6,094		N/A			Interest on Term Loan B	6,033		6,094
Interest on 2020 Revolver	Interest on 2020 Revolver	121		N/A			Interest on 2020 Revolver	503		121
Interest on 2017 Credit Facility		N/A		2,415
Interest on Convertible Notes	Interest on Convertible Notes	503		1,437			Interest on Convertible Notes	—		503
Other interest	Other interest	481		504			Other interest	461		481
Total cash interest expense	Total cash interest expense	15,793		12,950			Total cash interest expense	15,591		15,793

Non-cash interest expense:(a)	Non-cash interest expense:(a)						Non-cash interest expense:(a)
Amortization of discount and debt issuance costs on Convertible Notes	Amortization of discount and debt issuance costs on Convertible Notes	1,099		2,864			Amortization of discount and debt issuance costs on Convertible Notes	—		1,099
Amortization of discount and debt issuance costs on Term Loan B	Amortization of discount and debt issuance costs on Term Loan B	539		N/A			Amortization of discount and debt issuance costs on Term Loan B	505		539
Amortization of debt issuance costs on 2020 Revolver	Amortization of debt issuance costs on 2020 Revolver	142		N/A			Amortization of debt issuance costs on 2020 Revolver	142		142
Amortization of debt issuance costs on 2017 Credit Facility		N/A		402
Amortization of debt issuance costs on 2017 Senior Notes	Amortization of debt issuance costs on 2017 Senior Notes	237		220			Amortization of debt issuance costs on 2017 Senior Notes	254		237
Total non-cash interest expense	Total non-cash interest expense	2,017		3,486			Total non-cash interest expense	901		2,017

Total interest expense	Total interest expense	$	17,810	$	16,436		Total interest expense	$	16,492	$	17,810

(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 ~~and the Convertible Notes~~ were 7.13%~~, 6.49%~~ and ~~9.39%~~6.43%, respectively, for the three months ended March 31, ~~2021.~~2022.

~~(10)~~(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 March 31, ~~2021,~~2022, the Company’s operating leases have remaining lease terms ranging from less than one year to 1716 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 months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021
Operating lease expense	Operating lease expense	$	3,718	$	3,767		Operating lease expense	$	4,157	$	3,718
Short-term lease expense(a)	Short-term lease expense(a)	21,125		17,265			Short-term lease expense(a)	14,444		21,125
		24,843		21,032				18,601		24,843
Less: Sublease income	Less: Sublease income	170		329			Less: Sublease income	190		170
Total lease expense	Total lease expense	$	24,673	$	20,703		Total lease expense	$	18,411	$	24,673

(a)Short-term lease expense includes all leases with lease terms ranging from less than one month 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 March 31,
2021 As of December 31,
2020
Assets
Right-of-use assets Other assets $ 56,043 $ 55,897
Total lease assets $ 56,043 $ 55,897
Liabilities
Current lease liabilities Accrued expenses and other current liabilities $ 7,827 $ 7,661
Long-term lease liabilities Other long-term liabilities 51,751 51,336
Total lease liabilities $ 59,578 $ 58,997
Weighted-average remaining lease term 12.3 years 12.5 years
Weighted-average discount rate 9.28 % 9.22 %

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

Three Months Ended
March 31,
(in thousands) 2021 2020
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities $ (3,345) $ (3,770)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities $ 2,338 $ 132

~~The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2021:~~

Year (in thousands)
Operating Leases
2021 (excluding the three months ended March 31, 2021) $ 9,720
2022 11,215
2023 8,424
2024 6,641
2025 5,862
Thereafter 66,047
Total lease payments 107,909
Less: Imputed interest 48,331
Total $ 59,578

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


(dollars in thousands)	Balance Sheet Line Item	As of March 31, 2022			As of December 31, 2021
Assets
Right-of-use assets	Other assets	$	57,453		$	53,462
Total lease assets		$	57,453		$	53,462
Liabilities
Current lease liabilities	Accrued expenses and other current liabilities	$	7,832		$	7,481
Long-term lease liabilities	Other long-term liabilities	53,925			50,057
Total lease liabilities		$	61,757		$	57,538
Weighted-average remaining lease term		11.8 years			12.0 years
Weighted-average discount rate		9.34		%	9.44		%

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


	Three Months Ended March 31,
(in thousands)	2022		2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	(3,927)	$	(3,345)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities	$	6,757	$	2,338

The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2022:


Year (in thousands)	Operating Leases
2022 (excluding the three months ended March 31, 2022)	$	9,955
2023	10,936
2024	8,462
2025	7,570
2026	6,405
Thereafter	65,120
Total lease payments	108,448
Less: Imputed interest	46,691
Total	$	61,757

~~(11)~~(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 43. 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.

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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:

Five Star Electric Matter

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

As of March 31, ~~2021,~~2022, the Company has concluded that the potential for a material adverse financial impact on Five Star or the Company as a result of the investigation is remote.

Alaskan Way Viaduct Matter

In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter 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 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.

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In April and September 2018, rulings received on pre-trial motions ~~effectively~~ limited some of the potential ~~recovery~~recoveries under the Policy for STP, WSDOT and Hitachi. ~~However, on December 19, 2018,~~On August 2, 2021, the Court of ~~Appeal granted the Company’s request for a discretionary appeal~~Appeals reversed in part certain of those limitations but affirmed other parts of those rulings. ~~The~~On January 5, 2022, the Washington Supreme Court issued an order granting STP, WSDOT and Hitachi’s requests for discretionary ~~appeal was heard on February 23, 2021 and a decision remains pending with~~review of the portions of the Court of ~~Appeal. STP submitted damages to~~Appeals’ decision that affirmed the ~~Insurers in the King County lawsuit in the amount of $532 million.~~April and September 2018 decisions. STP also ~~sought these~~asserted $532 million of damages from WSDOT related to the pipe-strike by the TBM in a related lawsuit in Thurston County (see following paragraph).

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 filed its answer to WSDOT’s complaint and filed a counterclaim against WSDOT and Hitachi, as the TBM designer, seeking damages of $667 million. On October 3, 2019, STP and Hitachi entered into a settlement agreement which released and dismissed the claims that STP and Hitachi had against each other. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages.

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Judgment was entered on January 10, 2020, and ~~a notice of~~STP appealed the decision. The appeal was ~~filed by~~argued on December 10, 2021 and STP ~~on January 17, 2020. The appeal~~is awaiting a decision from the Court of Appeals of the State of Washington, which is expected in the second half of 2022. If STP is successful in its appeal, the case will be remanded to ~~be heard in late 2021.~~the trial court for a new trial.

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. The charge includes a pre-tax accrual of~~million, which included $25.7 million ~~(which is~~for the Company’s 45% proportionate share of the $57.2 million in damages awarded by the jury to ~~WSDOT).~~WSDOT. Payment of damages will only be made if the adverse verdict is upheld on appeal, as the payment is secured by a bond for the course of the appeal. Other than the possible future cash payment ~~in cash~~ of $25.7 million infor damages, the charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case.

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

George Washington Bridge Bus Station Matter

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

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

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

On June 5, 2020, the Developer, secured lenders and the Port Authority announced that they had reached a settlement of their disputes. As part of the settlement, the Port Authority waived the enforcement of its right to seek a “cure” pursuant to its lease agreement with the Developer which requires construction costs be paid prior to any sale of the leasehold, the sole asset in the Developer’s bankruptcy estate to be distributed in this bankruptcy. On July 14, 2020, the bankruptcy court conducted a hearing to determine (1) whether to approve the settlement agreement between the Developer, secured lenders and the Port Authority; and (2) whether TPBC can assert third-party beneficiary rights to the lease agreement and require that prior to the sale of the leasehold, any outstanding costs owed to contractors for the cost of building the project must be paid pursuant to the lease agreement’s “cure” provisions. On August 12, 2020, the bankruptcy court approved the settlement and denied TPBC’s third-party beneficiary rights under the lease agreement. On August 20, 2020, TPBC filed an appeal with the U.S. District Court for

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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. The appeal~~proceedings, which was ~~heard~~denied by the U.S. District Court on ~~March 12,~~August 4, 2021 and is now before the Second Circuit Court of Appeals. On August 25, 2021, the bankruptcy court approved the sale of the leasehold, which was completed on August 31, 2021. On October 1, 2021, the bankruptcy court converted the case from a ~~decision remains pending with the District Court.~~Chapter 11 to a Chapter 7 bankruptcy proceeding.

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

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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 remains pending before the bankruptcy court.

On January 27, 2020, TPBC filed separate litigation in the U.S. District Court for the Southern District of New York in which TPBC asserted related claims against individual owners of the Developer for their wrongful conversion of project funds and against lenders that received interest payments from project funds and other amounts earmarked to pay the contractors. On ~~June 1,~~December 29, 2020, the ~~defendants filed motions to dismiss, which were~~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 and remains pending before the court.

As of March 31, ~~2021,~~2022, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s claims is remote. With respect to TPBC’s claims against the Developer, its owners, certain lenders and the Port Authority, management has made an estimate of the total anticipated recovery on this project, and such estimate is included in revenue recorded to date.

~~(12)~~(11)Share-Based Compensation

As of March 31, ~~2021,~~2022, there were ~~1,405,020~~927,846 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan. During the ~~first~~ three months ofended March 31, 2022 and 2021, ~~and 2020,~~ the Company granted ~~the following share-based instruments: (1)~~ restricted stock units (“RSUs”) totaling 375,769 and 180,000, ~~and 75,000~~respectively, with weighted-average grant date fair values per share of $10.53 and $19.30, respectively. During the three months ended March 31, 2022, the Company also granted 315,768 cash-settled performance stock units (“CPSUs”) with a weighted-average grant date fair value per unit of $14.89, and ~~$13.93, respectively; and (2)~~7,500 shares of unrestricted stock ~~options totaling 100,000 and 75,000~~ with a weighted-average ~~fair values per share of $13.67 and $3.94, respectively, and weighted-average per share exercise prices of $19.24 and $25.70, respectively.~~

~~The~~grant date fair value of ~~restricted stock units~~$19.24 per share.

For CPSUs and unrestricted stock is based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of the grant and the fair value of stock options is based on the Black-Scholes model. The fair value of stock optionscertain RSUs granted during the first three months of 2021 was determined using the Black-Scholes model based on the following weighted-average assumptions: (i) expected life of 6.5 years, (ii) expected volatility of 73.74%, (iii) risk-free rate of 1.44%, and (iv) 0 quarterly dividends. Certain performance-based awards contain market condition components and are valued on the date of grant using a Monte Carlo simulation model. Certain restricted stock unit grants are classified as liabilities because they contain awith guaranteed minimum ~~payout. The~~payouts, the Company recognized liabilities ~~for these awards~~ totaling approximately ~~$2.5~~$4.2 million and ~~$2.4~~$4.8 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The Company paid approximately $2.6 million and $0.3 million to settle ~~liability classified~~certain awards upon vesting during ~~each of~~ the three month periods ended March 31, 2022 and 2021, ~~and 2020.~~respectively.

For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling ~~$2.4~~$3.4 million and ~~$4.5~~$2.4 million, respectively. As of March 31, ~~2021,~~2022, the balance of unamortized share-based compensation expense was ~~$14.1~~$27.1 million, which is expected to be recognized over a weighted-average period of ~~2.4~~2.2 years.

~~(13)~~ (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.

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The following table sets forth a summary of the net periodic benefit cost for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021
Interest cost	Interest cost	$	582	$	758		Interest cost	$	646	$	582
Service cost	Service cost	236		231			Service cost	240		236
Expected return on plan assets	Expected return on plan assets	(1,015)		(1,006)			Expected return on plan assets	(973)		(1,015)
Recognized net actuarial losses	Recognized net actuarial losses	683		592			Recognized net actuarial losses	639		683
Net periodic benefit cost	Net periodic benefit cost	$	486	$	575		Net periodic benefit cost	$	552	$	486

~~The Company contributed $1.0 million and $1.3 million to its defined benefit pension plan during the three-month periods ended March 31, 2021 and 2020, respectively.~~ Due to the election of certain options provided under the American Rescue Plan Act of 2021, enacted on March 11, 2021, the Company is not required to, and does not intend to, contribute ~~additional~~ amounts to the defined benefit pension plan ~~for~~in 2022. The Company contributed $1.0 million to its defined benefit pension plan during the ~~remainder~~three months ended March 31, 2021.

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~~(14)~~

(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

The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


		As of March 31, 2021								As of December 31, 2020									As of March 31, 2022								As of December 31, 2021
		Fair Value Hierarchy								Fair Value Hierarchy									Fair Value Hierarchy								Fair Value Hierarchy
(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	Cash and cash equivalents(a)	$	318,720	$	0	$	0	$	318,720	$	374,289	$	0	$	0	$	374,289	Cash and cash equivalents(a)	$	316,499	$	—	$	—	$	316,499	$	202,197	$	—	$	—	$	202,197
Restricted cash(a)	Restricted cash(a)	82,086		0		0		82,086		77,563		0		0		77,563		Restricted cash(a)	4,870		—		—		4,870		9,199		—		—		9,199
Restricted investments(b)	Restricted investments(b)	0		74,062		0		74,062		0		78,912		0		78,912		Restricted investments(b)	—		85,075		—		85,075		—		84,355		—		84,355
Investments in lieu of retainage(c)		45,284		51,397		0		96,681		92,609		1,300		0		93,909
Investments in lieu of retention(c)																		Investments in lieu of retention(c)	25,949		59,610		—		85,559		27,472		58,856		—		86,328
Total	Total	$	446,090	$	125,459	$	0	$	571,549	$	544,461	$	80,212	$	0	$	624,673	Total	$	347,318	$	144,685	$	—	$	492,003	$	238,868	$	143,211	$	—	$	382,079

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

(b)Restricted investments, as of March 31, ~~2021,~~2022, consist of investments in corporate debt securities of $46.0 million, U.S. government agency securities of ~~$40.5 million, corporate debt securities of $32.7~~$38.6 million and corporate certificates of deposits of ~~$0.8~~$0.5 million with maturities of up to five years, and are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets and are therefore classified as Level 2 assets. As of December 31, ~~2020,~~2021, restricted investments consisted of investments in corporate debt securities of $46.7 million, U.S. government agency securities of ~~$40.5 million, corporate debt securities of $37.5~~$37.1 million and corporate certificates of deposits of ~~$0.9~~$0.6 million with maturities of up to five years. The amortized cost of these available-for-sale securities at March 31, ~~2021~~2022 and December 31, ~~2020~~2021 was not materially different from the fair value.

(c)Investments in lieu of ~~retainage~~retention are included in ~~retainage~~retention receivable and as of March 31, ~~2021~~2022 are comprised of corporate debt securities of $58.6 million, money market funds of ~~$45.3 million, corporate debt securities of $50.1~~$25.9 million and municipal bonds of ~~$1.3~~$1.1 million. 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~~ corporate and municipal bonds have maturity periods up to five years, and their fair values are determined from a compilation of primarily observable market information, third-party quoted market prices, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets. As of December 31, ~~2020,~~2021, investments in lieu of ~~retainage~~retention consisted of corporate debt securities of $57.5 million, money market funds of ~~$92.6~~$27.5 million and municipal bonds of $1.3 million. The amortized cost of

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these available-for-sale securities at March 31, ~~2021~~2022 and December 31, ~~2020~~2021 was not materially different from the fair value.

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including ~~retainage,~~retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2017 Senior Notes was ~~$518.3~~$476.8 million and ~~$495.0~~$504.9 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The fair value of the ~~Convertible Notes was $69.2 million and $69.1 million as of March 31, 2021 and December 31, 2020, respectively. The fair values of the~~ 2017 Senior Notes ~~and Convertible Notes were~~was determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was ~~$427.1~~$409.2 million and ~~$425.0~~$419.7 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The fair value of the Term Loan B was determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~(15)~~(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

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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 March 31, ~~2021,~~2022, the Company had unconsolidated VIE-related current assets and liabilities of ~~$0.9~~$0.5 million and ~~$0.8~~$0.1 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet. As of December 31, ~~2020,~~2021, the Company had unconsolidated VIE-related current assets and liabilities of ~~$0.6~~$0.7 million and ~~$0.5~~$0.4 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet. 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 March 31, ~~2021.~~2022.

As of March 31, 2022, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $603.1 million and $5.3 million, respectively, as well as current liabilities of $513.2 million related to the operations of its consolidated VIEs. As of December 31, 2021, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of ~~$404.2~~$568.2 million and ~~$9.7~~$3.0 million, respectively, as well as current liabilities of $449.3 million related to the operations of its consolidated VIEs. As of December 31, 2020, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $405.7 million and $14.2 million, respectively, as well as current liabilities of $514.9$496.9 million related to the operations of its consolidated VIEs.

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.

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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.

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~~(16)~~

(15)Changes in Equity

A reconciliation of the changes in equity for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 is provided below:


	Three Months Ended March 31, 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)	—		—		(21,634)		—		2,821		(18,813)
Other comprehensive loss	—		—		—		(3,110)		(379)		(3,489)
Share-based compensation	—		1,724		—		—		—		1,724
Issuance of common stock, net	104		(186)		—		—		—		(82)

Contributions from noncontrolling interests	—		—		—		—		961		961
Distributions to noncontrolling interests	—		—		—		—		(7,500)		(7,500)
Balance - March 31, 2022	$	51,200	$	1,134,688	$	492,676	$	(46,745)	$	14,702	$	1,646,521


	Three Months Ended March 31, 2021
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - December 31, 2020	$	50,827	$	1,127,385	$	422,385	$	(46,741)	$	(10,911)	$	1,542,945
Net income	—		—		16,034		—		9,071		25,105
Other comprehensive income (loss)	—		—		—		(615)		296		(319)
Share-based compensation	—		1,586		—		—		—		1,586
Issuance of common stock, net	111		(1,347)		—		—		—		(1,236)
Contributions from noncontrolling interests	—		—		—		—		4,000		4,000
Balance - March 31, 2021	$	50,938	$	1,127,624	$	438,419	$	(47,356)	$	2,456	$	1,572,081

Three Months Ended March 31, 2020
(in thousands) Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Equity
Balance - December 31, 2019 $ 50,279 $ 1,117,972 $ 313,991 $ (42,100) $ (9,617) $ 1,430,525
Net income — — 17,371 — 8,767 26,138
Other comprehensive loss — — — (1,028) (2,020) (3,048)
Share-based compensation — 3,507 — — — 3,507
Issuance of common stock, net 298 (992) — — 0 (694)
Distributions to noncontrolling interests — — — — (13,500) (13,500)
Balance - March 31, 2020 $ 50,577 $ 1,120,487 $ 331,362 $ (43,128) $ (16,370) $ 1,442,928

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(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”).

The components of other comprehensive income (loss) and the related tax effects for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
(in thousands)	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount
Other comprehensive income (loss):
Defined benefit pension plan adjustments	$	639	$	(181)	$	458	$	683	$	(191)	$	492
Foreign currency translation adjustments	256		1		257		402		(30)		372
Unrealized loss in fair value of investments	(5,514)		1,310		(4,204)		(1,550)		367		(1,183)
Total other comprehensive income (loss)	(4,619)		1,130		(3,489)		(465)		146		(319)
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(379)		—		(379)		296		—		296
Total other comprehensive income (loss) attributable to Tutor Perini Corporation	$	(4,240)	$	1,130	$	(3,110)	$	(761)	$	146	$	(615)

The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31, 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	—		(9)		(3,568)		(3,577)
Amounts reclassified from AOCI	458		—		9		467
Total other comprehensive income (loss)	458		(9)		(3,559)		(3,110)
Balance as of March 31, 2022	$	(37,408)	$	(5,796)	$	(3,541)	$	(46,745)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2021	$	—	$	542	$	—	$	542
Other comprehensive income (loss)	—		266		(645)		(379)
Balance as of March 31, 2022	$	—	$	808	$	(645)	$	163

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~~The components of other comprehensive income (loss) and the related tax effects for the three months ended March 31, 2021 and 2020 were as follows:~~

Three Months Ended March 31, 2021 Three Months Ended March 31, 2020
(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 $ 683 $ (191) $ 492 $ 591 $ (168) $ 423
Foreign currency translation adjustments 402 (30) 372 (4,927) 914 (4,013)
Unrealized (loss) gain in fair value of investments (1,550) 367 (1,183) 757 (215) 542
Total other comprehensive income (loss) (465) 146 (319) (3,579) 531 (3,048)
Less: Other comprehensive income (loss) attributable to noncontrolling interests(a)
296 0 296 (2,020) 0 (2,020)
Total other comprehensive income (loss) attributable to Tutor Perini Corporation $ (761) $ 146 $ (615) $ (1,559) $ 531 $ (1,028)

~~(a)The only component of other comprehensive income (loss) attributable to noncontrolling interests is foreign currency translation.~~

~~The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation during the three months ended March 31, 2021 were as follows:~~

Three Months Ended March 31, 2021
(in thousands) Defined
Benefit
Pension
Plan Foreign
Currency
Translation Unrealized Gain (Loss) in Fair Value of Investments, Net Accumulated
Other
Comprehensive
Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of December 31, 2020 $ (44,087) $ (5,322) $ 2,668 $ (46,741)
Other comprehensive income (loss) before reclassifications 0 76 (1,060) (984)
Amounts reclassified from AOCI 492 0 (123) 369
Total other comprehensive income (loss) 492 76 (1,183) (615)
Balance as of March 31, 2021 $ (43,595) $ (5,246) $ 1,485 $ (47,356)

~~The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation during the three months ended March 31, 2020 were as follows:~~

Three Months Ended March 31, 2020
(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 30, 2019 $ (37,826) $ (5,371) $ 1,097 $ (42,100)
Other comprehensive income (loss) before reclassifications 0 (1,993) 546 (1,447)
Amounts reclassified from AOCI 423 0 (4) 419
Total other comprehensive income (loss) 423 (1,993) 542 (1,028)
Balance as of March 31, 2020 $ (37,403) $ (7,364) $ 1,639 $ (43,128)

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	Three Months Ended March 31, 2021
(in thousands)	Defined Benefit Pension Plan		Foreign Currency Translation		Unrealized Gain (Loss) in Fair Value of Investments, Net		Accumulated Other Comprehensive Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of December 31, 2020	$	(44,087)	$	(5,322)	$	2,668	$	(46,741)
Other comprehensive income (loss) before reclassifications	—		76		(1,060)		(984)
Amounts reclassified from AOCI	492		—		(123)		369
Total other comprehensive income (loss)	492		76		(1,183)		(615)
Balance as of March 31, 2021	$	(43,595)	$	(5,246)	$	1,485	$	(47,356)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2020	$	—	$	402	$	—	$	402
Other comprehensive income	—		296		—		296
Balance as of March 31, 2021	$	—	$	698	$	—	$	698

The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of ~~Income~~Operations during the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 were as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
Component of AOCI:
Defined benefit pension plan adjustments(a)	$	639	$	683
Income tax benefit(b)	(181)		(191)
Net of tax	$	458	$	492

Unrealized (gain) loss in fair value of investment adjustments(a)	$	11	$	(156)
Income tax expense (benefit)(b)	(2)		33
Net of tax	$	9	$	(123)

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

Location in Consolidated Three Months Ended
March 31,
(in thousands) Statements of Income 2021 2020
Component of AOCI:
Defined benefit pension plan adjustments Other income, net $ 683 $ 591
Income tax benefit Income tax expense (191) (168)
Net of tax $ 492 $ 423
Unrealized gain in fair value of investment adjustments Other income, net $ (156) $ (5)
Income tax expense Income tax expense 33 1
Net of tax $ (123) $ (4)
(b)Amounts included in income tax (expense) benefit on the Condensed Consolidated Statements of Operations.

~~(18)~~(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 3 segments: Civil, Building and Specialty Contractors. These segments are determined based on how the Company’s Chairman and Chief Executive Officer (chief operating decision maker) aggregates business units when evaluating performance and allocating resources.

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

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

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

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

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

The following tables set forth certain reportable segment information relating to the Company’s operations for the three months ended March 31, 2022 and 2021:


	Reportable Segments
(in thousands)	Civil		Building		Specialty Contractors		Total			Corporate			Consolidated Total
Three Months Ended March 31, 2022
Total revenue	$	460,742	$	355,978	$	230,864	$	1,047,584		$	—		$	1,047,584
Elimination of intersegment revenue	(69,947)		(25,330)		(153)		(95,430)			—			(95,430)
Revenue from external customers	$	390,795	$	330,648	$	230,711	$	952,154		$	—		$	952,154
Income (loss) from construction operations	$	(967)	$	9,464	$	(3,894)	$	4,603	(a)	$	(14,510)	(b)	$	(9,907)
Capital expenditures	$	11,175	$	2	$	638	$	11,815		$	213		$	12,028
Depreciation and amortization(c)	$	17,000	$	401	$	502	$	17,903		$	2,335		$	20,238

Three Months Ended March 31, 2021
Total revenue	$	583,144	$	457,170	$	324,948	$	1,365,262		$	—		$	1,365,262
Elimination of intersegment revenue	(107,569)		(49,937)		(161)		(157,667)			—			(157,667)
Revenue from external customers	$	475,575	$	407,233	$	324,787	$	1,207,595		$	—		$	1,207,595
Income (loss) from construction operations	$	50,105	$	11,216	$	1,324	$	62,645		$	(12,941)	(b)	$	49,704
Capital expenditures	$	9,564	$	73	$	145	$	9,782		$	53		$	9,835
Depreciation and amortization(c)	$	22,713	$	432	$	959	$	24,104		$	2,770		$	26,874

(a)During the three months ended March 31, 2022, the Company’s income (loss) from construction operations was negatively impacted by $25.5 million (an after-tax impact of $18.3 million, or $0.36 per diluted share) due to an adverse legal ruling on a dispute related to a Civil segment bridge project in New York and $17.6 million (an after-tax impact of $13.9 million, or $0.27 per diluted share) on a Civil segment mass-transit project in California, which resulted from the successful negotiation of significant lower margin (and lower risk) change orders that increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage.

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

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

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


	Three Months Ended March 31,
(in thousands)	2022		2021
Income (loss) from construction operations	$	(9,907)	$	49,704
Other income, net	3,697		175
Interest expense	(16,492)		(17,810)
Income (loss) before income taxes	$	(22,702)	$	32,069

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

~~The following tables set forth certain reportable segment information relating to the Company’s operations for the three months ended March 31, 2021 and 2020:~~

Reportable Segments
(in thousands) Civil Building Specialty
Contractors Total Corporate Consolidated
Total
Three Months Ended March 31, 2021
Total revenue $ 583,144 $ 457,170 $ 324,948 $ 1,365,262 $ — $ 1,365,262
Elimination of intersegment revenue (107,569) (49,937) (161) (157,667) — (157,667)
Revenue from external customers $ 475,575 $ 407,233 $ 324,787 $ 1,207,595 $ 0 $ 1,207,595
Income (loss) from construction operations $ 50,105 $ 11,216 $ 1,324 $ 62,645 $ (12,941) (a) $ 49,704
Capital expenditures $ 9,564 $ 73 $ 145 $ 9,782 $ 53 $ 9,835
Depreciation and amortization(b)
$ 22,713 $ 432 $ 959 $ 24,104 $ 2,770 $ 26,874
Three Months Ended March 31, 2020
Total revenue $ 580,087 $ 505,082 $ 282,452 $ 1,367,621 $ — $ 1,367,621
Elimination of intersegment revenue (93,458) (23,318) (116) (116,892) — (116,892)
Revenue from external customers $ 486,629 $ 481,764 $ 282,336 $ 1,250,729 $ — $ 1,250,729
Income (loss) from construction operations $ 46,121 $ 3,516 $ 8,279 $ 57,916 $ (10,689) (a) $ 47,227
Capital expenditures $ 11,192 $ 12 $ 473 $ 11,677 $ 16 $ 11,693
Depreciation and amortization(b)
$ 18,616 $ 427 $ 993 $ 20,036 $ 2,775 $ 22,811

~~(a)Consists primarily of corporate general and administrative expenses.~~

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

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

Three Months Ended March 31,
(in thousands) 2021 2020
Income from construction operations $ 49,704 $ 47,227
Other income, net 175 481
Interest expense (17,810) (16,436)
Income before income taxes $ 32,069 $ 31,272

Total assets by segment were as follows:


(in thousands)	(in thousands)	As of March 31, 2021		As of December 31, 2020		(in thousands)	As of March 31, 2022		As of December 31, 2021
Civil	Civil	$	3,225,802	$	3,141,991	Civil	$	3,419,911	$	3,310,648
Building	Building	1,032,928		1,147,649		Building	969,388		980,989
Specialty Contractors	Specialty Contractors	658,982		673,891		Specialty Contractors	629,886		631,710
Corporate and other(a)	Corporate and other(a)	28,295		82,086		Corporate and other(a)	(227,027)		(198,449)
Total assets	Total assets	$	4,946,007	$	5,045,617	Total assets	$	4,792,158	$	4,724,898

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

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TUTOR PERINI CORPORATION AND SUBSIDIARIES

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

The following discusses our financial position as of March 31, ~~2021~~2022 and the results of our operations for the three months ended March 31, ~~2021~~2022 and 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,~~10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020,~~2021, and the information contained under the heading “Risk Factors” in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020~~2021 and in Part II, Item 1A below.

Forward-Looking Statements

This Quarterly Report on Form ~~10-Q,~~10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, among others:

•The impact of the COVID-19 pandemic and related events that are beyond our control, including possible effects on our business and operations, customers and suppliers, and employees, contractors and subcontractors, which could affect adversely our projects and the geographic regions in which we conduct business;

•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 may result in losses or lower than anticipated profit;

•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;

•~~The requirement~~Contract requirements to perform extra ~~or change order,~~ work ~~resulting~~beyond the initial project scope, which has and in the future could result in disputes or claims orand adversely ~~affecting~~affect our working capital, profits and cash flows;

•A significant slowdown or decline in economic conditions;

•Increased competition and failure to secure new contracts;

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

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

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

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

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

•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;

•The COVID-19 pandemic, which has adversely impacted, and could continue to adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections;

•Risks related to our international operations, such as uncertainty of U.S. Government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, civil unrest, security issues, labor conditions, corruption and other unforeseeable events in countries where we do business, resulting in unanticipated losses;

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

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

•~~Possible systems and information technology interruptions, including due to cyberattack, systems failures or other similar events;~~

•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;

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

•The impact of inclement weather conditions on projects;

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

•Risks related to government contracts and related procurement regulations;

•Securities litigation and/or shareholder activism;

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

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

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•Physical and regulatory risks related to climate change;

•Failure to meet our obligations under our debt agreements;

•Downgrades in our credit ratings;

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

•~~Uncertainty from~~The exertion of influence over the ~~expected discontinuance of the London Interbank Offered Rate (“LIBOR”)~~Company by our chairman and ~~transition~~chief executive officer due to ~~any other interest rate benchmark.~~his position and significant ownership interest.

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Executive Overview

COVID-19 Update

~~The~~Since its onset in early 2020, the COVID-19 pandemic has caused ~~a lack of~~occasional temporary shortages in available manpower, ~~a reduction~~reductions in field labor productivity, other inefficiencies, delays to project schedules and ~~a deferral~~deferrals of project execution. As a result, we continue to incur incremental costs, much of which we are seeking to recover from our customers as allowed by contractual terms. The relief sought from customers, ~~some of which~~together with certain incremental project opportunities that resulted from the pandemic, has ~~already been received,~~ helped ~~reduce~~to mitigate the pandemic's negative impact on our financial ~~results for the current period.~~results. In addition, we ~~continue to experience~~have experienced delays in certain legal proceedings, as ~~well as delays in settlement discussions where we have claims against project owners for additional costs exceeding~~various courts and arbitrators process a large backlog of cases that were impacted by the ~~contract price or for amounts not included~~pandemic. The COVID-19 pandemic has also hindered the Company’s ability to resolve unapproved work, resulting in the ~~original contract price. Delays~~need for the Company to temporarily fund certain project costs that historically would have been promptly negotiated, billed to and collected from customers. These delays in resolving and recovering on ~~these~~such claims ~~continue to~~have adversely ~~affect~~affected our liquidity and financial ~~results.~~

~~The vast majority~~results since the onset of ~~our projects, especially~~the pandemic. However, in the ~~Civil segment, have been~~latter part of 2021 and ~~continue~~the first quarter of 2022, we began to ~~be considered essential business activities, which has allowed projects to continue while implementing new health~~see the scheduling of settlement conferences and ~~safety requirements. However,~~trial dates and made progress in resolving certain project disputes and change orders.

Throughout 2020 and much of 2021, the ~~COVID-19~~ pandemic ~~has had an adverse effect on~~also adversely affected the volume and timing of our new awards, which has negatively impacted our backlog and ~~correspondingly, our backlog. Many~~operating results. The resulting negative impact in the first quarter of 2022 is expected to continue due to previously limited bidding and proposal opportunities, as well as the relatively lower volume of new awards in 2020 and much of 2021. In addition, many of our state and local government customers’ revenue sources have been ~~and continue to be~~ negatively impacted by the pandemic due to ~~severely~~a reduction of commuter and business travel, including curtailed ridership on mass-transit systems (buses, subways, trains, etc.), travel on commercial airlines and driving by the general ~~public, which~~public. These impacts have resulted in reduced fare and toll collections, lower fuel tax receipts and reduced airport and other facility usage fees. ~~Sales and other tax revenues~~The significant revenue reductions experienced by some of our customers have ~~also been negatively affected by reduced spending, as~~adversely impacted their ability to pay the ~~retail, travel, hospitality and entertainment industries, among others,~~Company on a timely basis for amounts due, although these impacts have ~~suffered through periodic government-imposed shut-downs~~begun to moderate. The potential for continued or occupancy restrictions that now appear to be easing. These tax revenue shortfalls led to, and could continue to result in, funding uncertainties that have caused customers to delay bid solicitations and contract awards for many of their planned infrastructure projects. Our reduced backlog combined with the possibility of continuednew pandemic-related delays in project bids and awards could result in lower-than-expected revenue and earnings until such time as the ~~federal government provides supplemental~~substantial funding ~~support (should that occur) to our customers or when customers’ funding uncertainties are otherwise resolved.~~

The pace of COVID-19 vaccinations has accelerated in the U.S. since the vaccines were first approved and became available in late 2020. The vaccines have been reported to be highly effective against the original COVID-19 virus strain, but may not be as effective against certain newer variants nor against other future variants. While the vaccination programs offer hope that society and business environments may return to a greater sense of normalcy by the second half of 2021, the timing and pace of such a return to normalcy continue to be difficult to predict. As such, duerelating to the recently enacted federal infrastructure legislation is distributed to existing and potential customers.

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

Operating Results

Consolidated revenue for the three months ended March 31, ~~2021~~2022 was ~~$1.21~~$1.0 billion compared to ~~$1.25~~$1.2 billion for the same period in ~~2020,~~2021. The decrease was primarily due to reduced project execution activities on a completed technology project and a mass-transit project that is nearing completion, both in California, as well as the impact of an adverse legal ruling on a dispute related to a completed Civil segment bridge project in New York and the temporary unfavorable impact from the successful negotiation of certain change orders on another Civil segment mass-transit project in California. The decrease was also due to lower project execution activities in the ~~Building segment, mostly~~Northeast, partially offset by ~~increased volume~~certain projects in California and the ~~Specialty Contractors segment.~~Midwest. The COVID-19 pandemic resulted in delays in new awards, which negatively impacted revenue for the first quarter of both 2022 and 2021.

~~Despite the slight revenue decline, income~~Loss from construction operations for the first quarter of ~~2021~~2022 was ~~$49.7~~$9.9 million compared to ~~$47.2~~income from construction operations of $49.7 million for the same period in ~~2020, with~~2021. The change was partially attributable to the ~~increase primarily~~impacts of the above-mentioned adverse legal ruling, which resulted in a non-cash, pre-tax charge of $25.5 million. The decrease was also driven by a ~~shift toward higher-margin projects within the~~temporary unfavorable impact to current-period earnings of $17.6 million on a Civil segment ~~including favorable contributions from projects~~mass-transit project in California, as a result of 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 ~~Guam. Improved performance in~~overall margin percentage. This temporary reduction to earnings is expected to reverse itself over the ~~Building segment~~remaining life of the project. In addition, the decrease was ~~largely offset by underperformance in~~also attributable to the ~~Specialty Contractors segment.~~revenue decline discussed above.

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The effective tax rate was ~~21.7%~~17.1% for the three months ended March 31, ~~2021,~~2022 compared to ~~16.4%~~21.7% for the comparable period in ~~2020.~~2021. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.

~~Net income attributable to the Company for the first quarter of 2021 was $16.0 million compared to $17.4 million for the same period in 2020. Diluted earnings~~The loss per common share for the three months ended March 31, ~~2021~~2022 was ~~$0.31~~$0.42 compared to diluted earnings per common share of ~~$0.34~~$0.31 for the same period in ~~2020.~~2021. The ~~decrease in net income attributable~~loss per common share for the first quarter of 2022 compared to the ~~Company, and correspondingly EPS,~~earnings per common share for the same period in 2021 was primarily due to ~~an increase~~the factors discussed above that led to the change in ~~the effective tax rate and higher interest expense, partially offset by improved~~ income (loss) from construction operations.

Consolidated new awards for the three months ended March 31, ~~2021~~2022 totaled ~~$1.0 billion~~$996 million, up modestly compared to ~~$0.6 billion~~$959 million for the same period in ~~2020.~~2021. The Civil and Building segments were the primary contributors to the new award activity in the first quarter of ~~2021.~~2022. The most significant new awards in the first quarter of 2022 included a ~~$269~~$260 million ~~government building facility~~gas pipeline project in ~~California, more than~~

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~~$220 million for various projects in the Midwest~~British Columbia, Canada, and ~~$120~~$121 million of additional funding for a mass-transit project in ~~California. The Company now anticipates booking the previously announced $478 million LAX Airport Metro Connector project into backlog~~California, both in the ~~second quarter of 2021.~~Civil segment; and four Building segment projects in California totaling $251 million.

Consolidated backlog as of March 31, ~~2021~~2022 was ~~$8.1~~$8.3 billion, ~~down modestly~~up slightly compared to ~~$8.3~~$8.2 billion atas of December 31, ~~2020.~~2021. As of March 31, ~~2021,~~2022, the mix of backlog by segment was approximately ~~59%~~56% for Civil, ~~20%~~28% for Building and ~~21%~~16% for Specialty Contractors.

The following table presents the Company’s backlog by business segment, reflecting changes from December 31, ~~2020~~2021 to March 31, ~~2021:~~2022:


(in millions)	(in millions)	Backlog at December 31, 2020		New Awards(a)		Revenue Recognized		Backlog at March 31, 2021(b)		(in millions)	Backlog at December 31, 2021		New Awards(a)		Revenue Recognized		Backlog at March 31, 2022(b)
Civil	Civil	$	4,783.6	$	457.0	$	(475.6)	$	4,765.0	Civil	$	4,553.5	$	447.0	$	(390.9)	$	4,609.6
Building	Building	1,702.3		344.2		(407.2)		1,639.3		Building	2,308.9		325.2		(330.6)		2,303.5
Specialty Contractors	Specialty Contractors	1,859.8		157.5		(324.8)		1,692.5		Specialty Contractors	1,373.2		224.2		(230.7)		1,366.7
Total	Total	$	8,345.7	$	958.7	$	(1,207.6)	$	8,096.8	Total	$	8,235.6	$	996.4	$	(952.2)	$	8,279.8

(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 32 of the Notes to Condensed Consolidated Financial Statements. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog sometimes may include awards for which a contract has not yet been executed or a notice to proceed has not been issued, but for which there are no remaining major uncertainties that the project will proceed (e.g., adequate funding is in place).

Although the COVID-19 pandemic appears to be gradually abating as an increasing proportion of the U.S. population is vaccinated, the pandemic still remains fluid and uncertain. Accordingly, the Company cannot assess the degree to which it might experience future adverse impacts. The outlook for the Company’s growth over the next several years remains favorable, ~~particularly in the Civil and Specialty Contractors segments,~~ but the impact of the COVID-19 pandemic could ~~still continue to~~again adversely affect ~~future~~ performance and operations, and the amount and timing of new work awarded. In addition, the Company’s growth could ~~continue to~~ be impacted by future project delays or the timing of project 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 several years, voters in numerous states approved dozens of long-term transportation funding measures totaling approximately $200 billion in long-term funding. The largest of these was in Los Angeles County, where Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. In ~~Seattle, Washington, Sound Transit 3~~addition, California's Senate Bill 1, which was ~~passed~~signed into law in 2017, is providing an average of $5.4 billion annually through 2027 for various transportation, mass-transit and is expected to generate $54 billion of funding over 25 years. As state and local governments continue responding to the economic burdens attributable to the COVID-19 pandemic, they may delay or even cancel planned infrastructure investments due to reduced revenues from income and sales taxes, fuel taxes and tolls. The extent and duration of such effects, and how state and local governments will respond remains uncertain, just as the scope and duration of the COVID-19 pandemic remain highly uncertain. However, the COVID-19 pandemic’s impact on the U.S. economy has causedbridge projects. Despite recent increases, which had been anticipated, interest rates tostill remain ~~at historically low levels,~~relatively attractive, which may be conducive to continued and ~~potentially~~ increased spending on infrastructure projects. However, if borrowing rates continue to increase significantly, they could reach levels that may begin to negatively impact infrastructure demand, although this is more likely to impact Building segment projects, as those projects tend to be more directly correlated to economic conditions.

~~There has long been strong, bipartisan support~~The Infrastructure Investment and Jobs Act (“IIJA”) was enacted into law on November 15, 2021, and it provides for ~~infrastructure investments in the United States. Given the lack~~$1.2 trillion of ~~substantial~~ federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The IIJA 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 ~~past few decades~~next 10 years, and

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much of it is allocated for investment in end markets that are directly aligned with the ~~negative economic impacts~~Company’s market focus. Accordingly, the Company believes that this significant level of the COVID-19 pandemic, there is currently a strong focus by the Biden Administration on the near-term passage of a significant infrastructure bill, initially proposed at approximately $2.3 trillion of spending mostly over eight years. A substantial amount ofsustained, incremental ~~federal~~ funding ~~such as what is included in the initially proposed bill or what may be included in a compromise bill, could directly and~~will favorably impact the Company’s current work and prospective opportunities ~~although~~over the ~~timing and ultimate magnitude of such funding remains uncertain.~~ next decade once it begins flowing to customers.

The timing of adoption of any such legislation, the content of such legislation and amount of spending funded by it, and whether any legislative infrastructure package will be adopted also remains uncertain.

~~While we anticipate continued revenue growth from our existing backlog of large civil projects on the West Coast and in Guam,~~Company had certain large ~~civil~~Civil segment projects in the Northeast ~~are completing~~that were completed or ~~will be~~were nearing completion in 2021. The Company is pursuing several large prospective projects onin various locations, including the Northeast, the West Coast ~~in the Northeast~~ and in Guam, ~~that~~which are expected to be bid ~~and~~and/or awarded in ~~2021~~2022 and ~~2022.~~2023. However, ~~revenue could decline in 2021 because~~ the timing and magnitude of revenue contributions from these prospective projects may not ~~be sufficient to~~fully offset revenue reductions associated with the projects that ~~will be~~have been completed or ~~progressing toward completion in 2021.~~are nearing completion. In addition, as discussed ~~earlier,~~above, the COVID-19 pandemic has resulted in, and could

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~~continue to~~ again result in, delays in the bidding and awarding of certain projects that the Company is pursuing, which ~~could~~may further delay large, new revenue streams.

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.

Results of Segment Operations

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

Civil Segment

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


		Three Months Ended March 31,				Three Months Ended March 31,
(in millions)	(in millions)	2021		2020			(in millions)	2022		2021
Revenue	Revenue	$	475.6	$	486.6		Revenue	$	390.8	$	475.6
Income from construction operations		50.1		46.1
Income (loss) from construction operations							Income (loss) from construction operations	(1.0)		50.1

Revenue for the three months ended March 31, ~~2021~~2022 decreased ~~slightly~~18% compared to the same period in ~~2020. Reduced~~2021. The largest contributing factor to the decrease was reduced project execution activities on ~~certain projects in the Northeast were mostly offset by increased activities on various projects~~a mass-transit project in California that is nearing completion. The decrease was also due to the impact of the adverse legal ruling on a dispute related to a bridge project in New York and ~~Guam.~~the temporary unfavorable impact from the successful negotiation of certain change orders on another Civil segment mass-transit project in California. Revenue for the first quarters of 2022 and 2021 also was reduced by the aforementioned COVID-19 impacts.

~~Despite the slight revenue decline, income~~Loss from construction operations for the three months ended March 31, ~~2021 increased 9%,~~2022 was $1.0 million compared to income from construction operations of $50.1 million for the ~~first quarter of 2020,~~same period in 2021. The decrease was primarily due to ~~contributions from certain higher-margin projects~~the impact of the aforementioned adverse legal ruling on a dispute related to a bridge project in New York that resulted in a non-cash, pre-tax charge of $25.5 million, as well as the aforementioned temporary unfavorable impact of $17.6 million on a Civil segment mass-transit project in California, ~~and Guam.~~both as discussed in the section entitled Executive Overview. The decrease was also a result of the revenue reductions discussed above.

Operating margin was (0.2)% and 10.5% for the three months ended March 31, 2022 and 2021, ~~compared to 9.5% for the same period in 2020.~~respectively. The ~~increase~~operating margin decrease was due to the above-mentioned factors that drove the changes in revenue and income from construction operations.

New awards in the Civil segment totaled ~~$457~~$447 million for the ~~three months ended March 31, 2021~~first quarter of 2022 compared to ~~$179~~$457 million for the same period in ~~2020. Significant~~2021. The most significant new awards in the first quarter of ~~2021~~2022 included ~~more than $220~~a $260 million ~~for various projects~~gas pipeline project in ~~the Midwest~~British Columbia, Canada, and ~~$120~~$121 million of additional funding for a mass-transit project in California. ~~Several large Civil segment opportunities are expected to bid and/or potentially be awarded to the Company later this year and in 2022.~~ The COVID-19 pandemic has resulted in significant revenue shortfalls for many state and local government agencies since 2020, and ~~may~~it could continue to cause ~~the~~ deferrals or cancellations of certain new projects, depending on the allocation and prioritization of state and local funding, as well as the availability, timing and magnitude of funding from the federal government, including anticipated funding from the ~~federal government.~~recently enacted IIJA.

Backlog for the Civil segment was $4.6 billion as of March 31, 2022 compared to $4.8 billion as of March 31, 2021, ~~compared~~with the modest decline due to ~~$5.7 billion as~~revenue that exceeded the volume of ~~March 31, 2020. The decrease has been the result of relatively fewer and smaller~~ new awards over the ~~past year primarily due to impacts from~~comparative period, as new awards for the segment have been negatively impacted by the COVID-19 ~~pandemic and comparatively higher revenue over the same period.~~pandemic. 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~~voter-

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approved transportation measures and the IIJA, and by public agencies’ long-term spending plans. The Civil segment is well-positioned to ~~continue capturing~~capture its share of these prospective ~~projects.~~projects, but the timing of new awards remains uncertain.

Building Segment

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


		Three Months Ended March 31,				Three Months Ended March 31,
(in millions)	(in millions)	2021		2020			(in millions)	2022		2021
Revenue	Revenue	$	407.2	$	481.8		Revenue	$	330.6	$	407.2
Income from construction operations	Income from construction operations	11.2		3.5			Income from construction operations	9.5		11.2

Revenue for the three months ended March 31, ~~2021~~2022 decreased ~~15%~~19% compared to the same period in ~~2020,~~2021, primarily due to reduced project execution activities on ~~a hospitality~~various projects in California that are substantially complete, partially offset by contributions from certain newer projects in California. Revenue for the first quarters of 2022 and ~~gaming project in~~2021 also was reduced by the ~~Southeast, an airport facility project that was recently completed, also in the Southeast, and a project in the Northeast that is nearing completion.~~aforementioned COVID-19 impacts.

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~~Despite the revenue decline, income~~Income from construction operations for the three months ended March 31, ~~2021 increased~~2022 decreased 16% compared to ~~the first quarter of 2020, largely due to the absence of an immaterial unfavorable project close-out adjustment recognized in~~ the same period in ~~2020, as well as lower operating costs associated with~~2021. The decrease was primarily due to the ~~aforementioned~~ revenue ~~reduction.~~reductions mentioned above.

Operating margin was ~~2.8%~~2.9% for the three months ended March 31, ~~2021~~2022, essentially level compared to ~~0.7%~~2.8% for the same period in ~~2020. The increase was due to the above-mentioned factors that drove the changes in revenue and income from construction operations.~~2021.

New awards in the Building segment totaled ~~$344~~$325 million ~~in 2021~~for the first quarter of 2022 compared to ~~$183~~$344 million for the same period in ~~2020.~~2021. The most significant new ~~award~~awards in the first quarter of ~~2021 was a $269 million government facility~~2022 included two health care projects, an educational project and an entertainment venue project, all in ~~California. As mentioned above in~~ ~~Executive Overview, the Company now anticipates booking the previously announced $478 million LAX Airport Metro Connector project into backlog in the second quarter of 2021.~~California, totaling $251 million.

Backlog for the Building segment was $2.3 billion as of March 31, 2022 compared to $1.6 billion as of March 31, ~~2021 compared to $2.5 billion as of March 31, 2020.~~2021. The ~~decrease~~increase was primarily driven by ~~revenue that exceeded the volume of~~two large new awards ~~over~~that were booked into backlog in the ~~past year.~~third quarter of 2021. The Building segment continues to have a large volume of prospective projects across various end markets and geographic locations. ~~Barring any further adverse impacts from~~We expect continued strong demand as economic conditions remain conducive to customer spending on new building facilities and renovations to existing buildings, supported by a still relatively favorable interest rate environment. However, the COVID-19 pandemic has resulted in, and could again result in, reduced demand for our building construction services, ~~is expected to grow~~ as ~~economic conditions improve and as customer spending increases, which continue to be supported by a historically low~~could significantly higher interest ~~rate environment.~~rates.

Specialty Contractors Segment

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


		Three Months Ended March 31,				Three Months Ended March 31,
(in millions)	(in millions)	2021		2020			(in millions)	2022		2021
Revenue	Revenue	$	324.8	$	282.3		Revenue	$	230.7	$	324.8
Income from construction operations		1.3		8.3
Income (loss) from construction operations							Income (loss) from construction operations	(3.9)		1.3

Revenue for the three months ended March 31, ~~2021 increased 15%~~2022 decreased 29% compared to the same period in ~~2020.~~2021. The ~~growth~~decrease was principally driven by ~~increased electrical and mechanical~~reduced project execution activities on ~~a project~~various electrical and mechanical projects in the Northeast. Revenue for the first quarters of 2022 and 2021 also was reduced by the aforementioned COVID-19 impacts.

~~Despite the revenue increase, income~~Loss from construction operations for the three months ended March 31, ~~2021 decreased $7.0~~2022 was $3.9 million compared to income from construction operations of $1.3 million for the ~~same~~comparable period in ~~2020,~~2021. The change was primarily due to ~~unfavorable adjustments on two mechanical projects that were immaterial individually~~lower profitability and reduced project execution activities in the ~~aggregate.~~Northeast, including the electrical and mechanical components of a transportation project that is nearing completion.

Operating margin was (1.7)% and 0.4% for the three months ended March 31, 2022 and 2021, ~~compared to 2.9% for the same period~~respectively. The change in ~~2020. The decrease~~operating margin was principally due to the aforementioned factors that drove the changes in revenue and income (loss) from construction operations.

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New awards in the Specialty Contractors segment totaled ~~$158~~$224 million for the ~~three months ended March 31, 2021~~first quarter of 2022 compared to ~~$226~~$158 million for the same period in ~~2020.~~2021. The COVID-19 pandemic has resulted in, and could continue to result in, reduced demand from certain commercial and government customers that have been experiencing funding constraints.

Backlog for the Specialty Contractors segment was $1.4 billion as of March 31, 2022 compared to $1.7 billion as of March 31, 2021, ~~compared~~with the decline due to ~~$2.3 billion~~revenue that exceeded the volume of new awards over the comparative period, as ~~of March 31, 2020.~~new awards for the segment have been negatively impacted by the COVID-19 pandemic. The Specialty Contractors segment continues to be increasingly focused on servicing the Company’s backlog of large Civil and Building segment projects, ~~but also~~particularly in the Northeast and California. In addition, the segment remains well-positioned to capture its share of new projects for external customers, 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.

Corporate, Tax and Other Matters

Corporate General and Administrative Expenses

Corporate general and administrative expenses were ~~$12.9~~$14.5 million and ~~$10.7~~$12.9 million during the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The increase in the three months ended March 31, ~~2021~~2022 was primarily due to higher compensation-related ~~expenses.~~

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expenses compared to the same period in 2021.

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


	Three Months Ended March 31,
(in millions)	2022		2021
Other income, net	$	3.7	$	0.2
Interest expense	(16.5)		(17.8)
Income tax (expense) benefit	3.9		(7.0)

Three Months Ended March 31,
(in millions) 2021 2020
Other income, net $ 0.2 $ 0.5
Interest expense (17.8) (16.4)
Income tax expense (7.0) (5.1)

~~The effective tax rate was 21.7% and 16.4%~~Other income, net improved by $3.5 million for the three months ended March 31, ~~2021~~2022 compared to the same period in 2021. The improvement in the 2022 period was primarily due to interest earned on federal income tax receivable balances.

Interest expense decreased $1.3 million for the three months ended March 31, 2022 compared to the same period in 2021. The decrease in the 2022 period was primarily due to the absence of amortization of discount and ~~2020,~~debt issuance costs on convertible notes that were repaid in 2021.

The effective tax rate was 17.1% and 21.7% for the three months ended March 31, 2022 and 2021, respectively. The ~~higher~~lower effective income tax rate for the ~~2021 period~~three months ended March 31, 2022 was primarily ~~reflects~~due to earnings attributable to non-controlling interests, for which income taxes are not the ~~absence~~responsibility of the ~~favorable impact recognized~~Company, and share-based compensation adjustments in the 2020 period associated with the enactment of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) on March 27, 2020. Under the CARES Act, the Company’s net operating loss (“NOL”) generated in 2019 was allowed to be carried back to tax years when the federal statutory tax rate was 35% rather than the current rate of 21%, consequently generating a larger tax benefit from the NOL than the benefit recognized prior to the CARES Act. The favorable impact to the tax rate resulting from the CARES Act was partially offset by the unfavorable impact of restricted stock unit vesting, for which a portion of the share-based compensation expense was not deductible for income tax purposes.2022 period. For a further discussion of income taxes, refer to Note 76 of the Notes to Condensed Consolidated Financial Statements.

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 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~~$134 million and available cash balances as of March 31, ~~2021,~~2022, will be sufficient to fund any working capital needs and debt maturities for the next 12 months and beyond, provided that we are not adversely impacted by unanticipated future events, including ~~a material increase in the negative impact of~~further impacts related to the COVID-19 pandemic as discussed above in Executive Overview - COVID-19 Update. Liquidity has been, and could continue to be, adversely impacted by our inability to collect cash due to the follow-on impacts of COVID-19, which have constrained certain customers’ funding sources and delayed their ability to make payments on approved contract work. In addition, as discussed above in Executive Overview - COVID-19 Update, the COVID-19 pandemic delayed court and arbitration schedules and also hindered the Company’s ability to resolve certain unapproved work. We believe that future funding from the IIJA and increasing revenue to government customers as travel and commuting levels rise, as discussed above, could offset or mitigate future negative impacts from COVID-19, though it remains difficult to predict any of these factors. Furthermore, the bottleneck of accumulated court and arbitration proceedings that has grown during the pandemic has recently begun to alleviate with certain settlement conferences and trial dates now scheduled. In addition, certain disputes and related collection delays were resolved during the latter part of 2021 and the first quarter of 2022. We experienced substantially improved operating cash flows in the first quarter of 2022, and also anticipate improved operating cash generation

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

Cash and Working Capital

Cash and cash equivalents were ~~$318.7~~$316.5 million as of March 31, ~~2021~~2022 compared to ~~$374.3~~$202.2 million as of December 31, ~~2020.~~2021. Cash immediately available for general corporate purposes was ~~$176.8~~$75.8 million and ~~$210.8~~$60.2 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 was available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled ~~$156.1~~$89.9 million as of March 31, ~~2021~~2022 compared to ~~$156.5~~$93.6 million as of December 31, ~~2020.~~2021. Restricted cash and restricted investments ~~are~~at March 31, 2022 were primarily held to secure insurance-related contingent ~~obligations~~obligations.

During the three months ended March 31, 2022, net cash provided by operating activities was $120.7 million, which was the largest first-quarter operating cash flow since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008. This increase was substantially due to ~~repay the outstanding principal balance~~a decrease in investments in project working capital. The decrease in investments in project working capital was primarily due to an improved collection cycle, as reflected by increases in billings in excess of ~~the Convertible Notes (see Note 9 of the Notes to Condensed Consolidated Financial Statements).~~

costs and estimated earnings, and decreases in accounts receivable and retention receivable. During the three months ended March 31, 2021, net cash used in operating activities was $46.7 million, due primarily to investments in project working capital partially offset by cash generated from earnings sources. The increase in working capital for the first three months of 2021 primarily reflects a decrease in accounts payable due to timing of payments to suppliers and subcontractors and a decrease in accrued expenses and other current liabilities, partially offset by a decrease in accounts receivable due to the timing of collections. During the three months ended March 31, 2020, net cash used in operating activities was $34.0 million due primarily to investments in project working capital partially offset by cash generated from earnings sources. The change in working capital primarily reflected an increase in accounts receivable due to timing of collections, partially offset by an increase in accounts payable due to timing of payments to suppliers and subcontractors.

Cash flow from operating activities ~~decreased $12.7~~increased $167.5 million when comparing the first three months of ~~2021~~2022 with the same period in 2021. The significant increase was primarily driven by an improved cash collection cycle, including collections associated with the recent resolution of ~~2020.~~certain project change orders that were previously disputed and that had previously required a use of cash. The ~~decrease~~increase in cash flow from operating activities ~~in the first three months of 2021 compared~~was also due to ~~2020 substantially reflects~~ an increase ~~in investment in working capital primarily as a result of a current-year decrease~~ in accounts payable compared to ~~an increase~~a decrease in the prior year due to timing of payments to vendors and ~~subcontractors and a current-year decrease~~subcontractors. Despite the increase in ~~billings~~accounts payable in ~~excess~~the first quarter of ~~costs and estimated earnings~~2022, the balance as of March 31, 2022 was $157.2 million lower compared to ~~an increase~~the balance as of March 31, 2021.

Net cash used in investing activities during the ~~prior year, partially offset by a current-year decrease~~first three months of 2022 was $14.9 million primarily due to the acquisition of property and equipment for projects totaling $12.0 million, as well as net cash used in ~~accounts receivable compared to an increase in the prior year.~~

~~Cash~~investment transactions of $4.3 million. Net cash used in investing activities during the first three months of 2021 was $5.4 million primarily due to the acquisition of property and equipment for projects totaling $9.8 million, partially offset by net cash provided from investment transactions of $4.0 million. ~~Cash used in investing activities during the first three months of 2020 was $14.6 million, primarily due to the acquisition of property and equipment for projects and investment in securities.~~

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Net cash provided by financing activities was ~~$1.1 million and $50.6~~$4.1 million for the first three months of ~~2021 and 2020, respectively.~~2022, which was primarily driven by $8.6 million of net proceeds from borrowings, partially offset by $3.5 million of net distributions to noncontrolling interests. Net cash provided by financing activities for the ~~2020~~comparable period in 2021 was ~~primarily driven by increased net borrowings of $64.8 million, partially offset by $13.5 million of cash distributions to noncontrolling interests.~~$1.1 million.

At March 31, ~~2021,~~2022, we had working capital of ~~$1.9~~$2.1 billion, a ratio of current assets to current liabilities of ~~1.88~~2.12 and a ratio of debt to equity of ~~0.65,~~0.61, compared to working capital of ~~$1.8~~$2.1 billion, a ratio of current assets to current liabilities of ~~1.80~~2.17 and a ratio of debt to equity of ~~0.66~~0.59 at December 31, ~~2020.~~2021.

Debt

2020 Credit Agreement

On August 18, 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions). For more information regarding the terms of our 2020 Credit Agreement, refer to Note 98 of the Notes to Condensed Consolidated Financial Statements.

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The table below presents our actual and required consolidated 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
	March 31, ~~2021~~2022
	Actual	Required
First lien net leverage ratio	~~0.75~~1.35 to 1.00	≤ ~~2.75~~2.25 : 1.00

As of March 31, ~~2021,~~2022, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement.

Contractual Obligations

~~Aside from the~~ ~~Debt~~ ~~discussion above, there~~There have been no material changes in our contractual obligations from those described in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020.~~

~~Off-Balance Sheet Arrangements~~

~~None.~~2021.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020.~~2021. Our critical accounting ~~policies~~estimates are also identified and discussed in Part II, Item 7 of our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020.~~2021.

Recently Issued Accounting Pronouncements

~~See Note 2~~There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three months ended March 31, 2022 and through the date of filing of this report that had or are expected to have a material impact on the ~~Notes to Condensed Consolidated Financial Statements.~~Company’s financial position, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk from that described in Part II, Item 7A of our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2020.~~2021.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this

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

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~~10‑K for the year ended December 31, ~~2020,~~2021, updated by Note 1110 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form ~~10-Q.~~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, ~~2020.~~2021.

Item 4. Mine Safety Disclosures

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

~~Information concerning~~For the quarter ended March 31, 2022, we do not have any mine safety violations or other regulatory matters ~~required by~~to disclose pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation ~~S-K is included in Exhibit 95.~~S-K.

~~Item 5.Other Information~~

~~None.~~

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Item 6. Exhibits


Exhibits			Description
~~10.1~~10.1*			~~First Amendment~~ to Amended and Restated Employment Agreement, dated August 2, 2021, by and between Tutor Perini Corporation and Michael Smithson.
10.2*			Form of Restricted Stock Unit Award Agreement.
10.3*			Form of Restricted Stock Unit Award Agreement with Guarantee.
10.4*			Form of Stock Option Agreement.
10.5*			Form of Cash-Settled Performance Stock Unit ~~Omnibus Incentive~~ ~~Plan~~ (as ~~amended on~~ ~~March 10, 2021~~).Award Agreement.
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 March 31, ~~2021,~~2022, formatted in Inline XBRL (included as Exhibit 101).

* Management contract or compensatory plan or arrangement

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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: May ~~5, 2021~~4, 2022	By:	/s/ Gary G. Smalley
	Gary G. Smalley
	Executive Vice President and Chief Financial Officer

3736


	Three Months Ended March 31, 2021								Three Months Ended March 31, 2020
(in thousands)	Civil		Building		Specialty Contractors		Total		Civil		Building		Specialty Contractors		Total
Revenue by customer type:
State and local agencies	$	390,502	$	76,581	$	142,924	$	610,007	$	396,045	$	146,016	$	132,873	$	674,934
Federal agencies	51,633		50,361		21,237		123,231		36,661		31,973		9,756		78,390
Private owners	33,440		280,291		160,626		474,357		53,923		303,775		139,707		497,405
Total revenue	$	475,575	$	407,233	$	324,787	$	1,207,595	$	486,629	$	481,764	$	282,336	$	1,250,729


Year (in thousands)	Operating Leases
2021 (excluding the three months ended March 31, 2021)	$	9,720
2022	11,215
2023	8,424
2024	6,641
2025	5,862
Thereafter	66,047
Total lease payments	107,909
Less: Imputed interest	48,331
Total	$	59,578


	Three Months Ended March 31, 2020
(in thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
Balance - December 31, 2019	$	50,279	$	1,117,972	$	313,991	$	(42,100)	$	(9,617)	$	1,430,525
Net income	—		—		17,371		—		8,767		26,138
Other comprehensive loss	—		—		—		(1,028)		(2,020)		(3,048)
Share-based compensation	—		3,507		—		—		—		3,507
Issuance of common stock, net	298		(992)		—		—		0		(694)
Distributions to noncontrolling interests	—		—		—		—		(13,500)		(13,500)
Balance - March 31, 2020	$	50,577	$	1,120,487	$	331,362	$	(43,128)	$	(16,370)	$	1,442,928


	Location in Consolidated	Three Months Ended March 31,
(in thousands)	Statements of Income	2021		2020
Component of AOCI:
Defined benefit pension plan adjustments	Other income, net	$	683	$	591
Income tax benefit	Income tax expense	(191)		(168)
Net of tax		$	492	$	423

Unrealized gain in fair value of investment adjustments	Other income, net	$	(156)	$	(5)
Income tax expense	Income tax expense	33		1
Net of tax		$	(123)	$	(4)