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Watchlist
Account
Tutor Perini Corporation
TPC
#3230
Rank
ยฃ3.75 B
Marketcap
๐บ๐ธ
United States
Country
ยฃ71.20
Share price
13.27%
Change (1 day)
101.15%
Change (1 year)
๐ Construction
Categories
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
Tutor Perini Corporation
Quarterly Reports (10-Q)
Financial Year FY2026 Q2
Tutor Perini Corporation - 10-Q quarterly report FY2026 Q2
Text size:
Small
Medium
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Q2
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http://fasb.org/us-gaap/2026#OtherLiabilitiesNoncurrent
http://fasb.org/us-gaap/2026#OtherLiabilitiesNoncurrent
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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
June 30, 2026
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)
MA
SSACHUSETTS
(State or other jurisdiction of incorporation or organization)
15901 OLDEN STREET
,
SYLMAR
,
CA
LIFORNIA
(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
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 outstandin
g at
July 30, 2026
was
52,569,117
.
Table of Contents
TUTOR
PERINI CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Page Numbers
Part I.
Financial Information:
Item 1.
Financial Statements:
Condensed Consolidated Statements of
Operations
for the Three
and Six
Months Ended
June 30
, 2026 and 2025 (Unaudited)
3
Condensed Consolidated Statements of Comprehensive Income for the Three
and Six
Months
Ended
June 30
, 2026 and 2025 (Unaudited)
4
Condensed Consolidated Balance Sheets as of
June 30
, 2026 and December 31, 2025 (Unaudited)
5
Condensed Consolidated Statements of Cash Flows for the
Six
Months Ended
June 30
, 2026 and 2025 (Unaudited)
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
46
Part II.
Other Information:
Item 1.
Legal Proceedings
47
Item 1A.
Risk Factors
47
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 4.
Mine Safety Disclosures
47
Item 5.
Other Information
47
Item 6.
Exhibits
48
Signature
49
2
Table of Contents
PART I. –
FINANCIAL INFORMATION
Item 1. Financial Statements
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per common share amounts)
2026
2025
2026
2025
REVENUE
$
1,637,047
$
1,373,681
$
3,026,505
$
2,620,314
COST OF OPERATIONS
(
1,425,769
)
(
1,177,686
)
(
2,660,594
)
(
2,289,918
)
GROSS PROFIT
211,278
195,995
365,911
330,396
General and administrative expenses
(
93,543
)
(
119,565
)
(
188,994
)
(
188,641
)
INCOME FROM CONSTRUCTION OPERATIONS
117,735
76,430
176,917
141,755
Other income, net
10,833
6,204
21,559
10,892
Interest expense
(
13,720
)
(
13,588
)
(
27,117
)
(
27,940
)
INCOME BEFORE INCOME TAXES
114,848
69,046
171,359
124,707
Income tax expense
(
30,780
)
(
21,960
)
(
47,763
)
(
34,872
)
NET INCOME
84,068
47,086
123,596
89,835
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
18,326
27,112
32,158
41,863
NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION
$
65,742
$
19,974
$
91,438
$
47,972
BASIC EARNINGS PER COMMON SHARE
$
1.25
$
0.38
$
1.74
$
0.91
DILUTED EARNINGS PER COMMON SHARE
$
1.23
$
0.38
$
1.71
$
0.90
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
BASIC
52,601
52,724
52,668
52,631
DILUTED
53,472
53,194
53,611
53,102
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
NET INCOME
$
84,068
$
47,086
$
123,596
$
89,835
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined benefit pension plan adjustments
315
289
628
591
Foreign currency translation adjustments
(
483
)
2,144
(
979
)
2,813
Unrealized gain (loss) in fair value of investments
(
1,311
)
829
(
3,359
)
2,134
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
(
1,479
)
3,262
(
3,710
)
5,538
COMPREHENSIVE INCOME
82,589
50,348
119,886
95,373
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
17,957
28,428
31,347
43,657
COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION
$
64,632
$
21,920
$
88,539
$
51,716
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEETS
UNAUDITED
(in thousands, except share and per share amounts)
As of June 30,
2026
As of December 31,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ($
449,842
and $
361,898
related to variable interest entities (“VIEs”))
$
938,215
$
734,553
Restricted cash
6,939
35,641
Restricted investments
270,884
228,959
Accounts receivable ($
195,745
and $
126,245
related to VIEs)
1,181,473
1,218,609
Retention receivable ($
225,158
and $
216,099
related to VIEs)
720,480
668,894
Costs and estimated earnings in excess of billings ($
92,501
and $
82,426
related to VIEs)
845,836
819,199
Other current assets ($
100,139
and $
145,473
related to VIEs)
340,135
411,030
Total current assets
4,303,962
4,116,885
PROPERTY AND EQUIPMENT (“P&E”)
, net of accumulated depreciation of $
583,626
and $
570,186
(net P&E of $
26,115
and $
23,246
related to VIEs)
577,723
547,995
GOODWILL
205,143
205,143
INTANGIBLE ASSETS, NET
62,714
63,832
DEFERRED INCOME TAXES
63,313
96,573
OTHER ASSETS
($
14,874
and $
13,202
related to VIEs)
148,287
129,994
TOTAL ASSETS
$
5,361,142
$
5,160,422
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt
$
5,004
$
14,589
Accounts payable ($
108,088
and $
64,712
related to VIEs)
730,651
724,932
Retention payable ($
32,764
and $
27,743
related to VIEs)
287,064
265,246
Billings in excess of costs and estimated earnings ($
488,890
and $
520,455
related to VIEs)
1,929,670
1,838,610
Accrued expenses and other current liabilities ($
41,444
and $
56,044
related to VIEs)
396,374
396,121
Total current liabilities
3,348,763
3,239,498
LONG-TERM DEBT
, less current maturities, net of unamortized discount and debt issuance costs totaling $
15,774
and $
17,983
391,341
392,785
OTHER LONG-TERM LIABILITIES
($
12,173
and $
10,602
related to VIEs)
285,959
265,477
TOTAL LIABILITIES
4,026,063
3,897,760
COMMITMENTS AND CONTINGENCIES (NOTE 12)
EQUITY
Stockholders' equity:
Preferred stock - authorized
1,000,000
shares ($
1
par value),
none
issued
—
—
Common stock - authorized
112,500,000
shares ($
1
par value), issued and outstanding
52,569,117
and
52,791,451
shares
52,569
52,791
Additional paid-in capital
1,135,277
1,148,634
Retained earnings
110,497
46,443
Accumulated other comprehensive loss
(
32,133
)
(
29,234
)
Total stockholders' equity
1,266,210
1,218,634
Noncontrolling interests
68,869
44,028
TOTAL EQUITY
1,335,079
1,262,662
TOTAL LIABILITIES AND EQUITY
$
5,361,142
$
5,160,422
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
UNAUDITED
Six Months Ended June 30,
(in thousands)
2026
2025
Cash Flows from Operating Activities:
Net income
$
123,596
$
89,835
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
20,569
24,356
Amortization of intangible assets
1,118
1,119
Share-based compensation expense
57,927
61,970
Change in debt discounts and deferred debt issuance costs
2,488
2,209
Deferred income taxes
34,054
24,903
Gain on sale of property and equipment
(
590
)
(
2,928
)
Changes in other components of working capital
92,154
83,171
Other long-term liabilities
19,157
(
4,128
)
Other, net
(
16,344
)
4,768
NET CASH PROVIDED BY OPERATING ACTIVITIES
334,129
285,275
Cash Flows from Investing Activities:
Acquisition of property and equipment
(
51,672
)
(
56,940
)
Proceeds from sale of property and equipment
4,211
4,235
Investments in securities
(
66,504
)
(
33,730
)
Proceeds from maturities and sales of investments in securities
22,285
18,754
NET CASH USED IN INVESTING ACTIVITIES
(
91,680
)
(
67,681
)
Cash Flows from Financing Activities:
Proceeds from debt
—
188,215
Repayment of debt
(
13,237
)
(
304,865
)
Cash payments related to share-based compensation
(
11,275
)
(
5,152
)
Payment of dividends
(
6,471
)
—
Repurchase of common stock
(
30,000
)
—
Distributions paid to noncontrolling interests
(
11,500
)
(
20,400
)
Contributions from noncontrolling interests
4,994
7,500
NET CASH USED IN FINANCING ACTIVITIES
(
67,489
)
(
134,702
)
Net increase in cash, cash equivalents and restricted cash
174,960
82,892
Cash, cash equivalents and restricted cash at beginning of period
770,194
464,188
Cash, cash equivalents and restricted cash at end of period
$
945,154
$
547,080
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1)
Basis of Presentation
The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles 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, 2025. The results of operations for the three and six months ended June 30, 2026 may not be indicative of the results that will be achieved for the full year ending December 31, 2026.
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 condensed consolidated financial position as of June 30, 2026 and its condensed consolidated statements of operations and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements and notes thereto of prior years have been reclassified to conform to the current year presentation.
(2)
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses
(“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
(3)
Revenue
Disaggregation of Revenue
The following tables disaggregate revenue by segment, end market, customer type and contract type, which the Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2026 and 2025.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Civil segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)
$
476,375
$
420,683
$
926,166
$
773,868
Military facilities
101,289
101,559
183,597
202,687
Bridges
109,493
104,083
170,839
155,934
Detention facilities
40,127
38,726
69,422
84,713
Power and energy
32,183
38,057
65,308
68,668
Other
56,687
31,079
98,549
58,358
Total Civil segment revenue
$
816,154
$
734,187
$
1,513,881
$
1,344,228
7
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Building segment revenue by end market:
Healthcare facilities
$
295,484
$
233,426
$
541,267
$
447,974
Detention facilities
139,675
75,911
256,120
163,915
Government
44,849
63,106
77,792
123,121
Education facilities
28,834
36,761
54,799
84,751
Mass transit (includes transportation projects)
14,292
35,718
46,304
65,228
Other
36,432
17,160
56,284
36,877
Total Building segment revenue
$
559,566
$
462,082
$
1,032,566
$
921,866
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Specialty Contractors segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)
$
64,783
$
56,173
$
122,787
$
98,768
Healthcare facilities
44,131
23,883
84,383
44,457
Detention facilities
55,212
5,730
83,741
12,382
Commercial and industrial facilities
38,141
33,576
66,472
65,766
Multi-unit residential
22,394
22,917
49,232
48,486
Government
18,100
26,098
35,372
56,194
Other
18,566
9,035
38,071
28,167
Total Specialty Contractors segment revenue
$
261,327
$
177,412
$
480,058
$
354,220
Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
(in thousands)
Civil
Building
Specialty
Contractors
Total
Civil
Building
Specialty
Contractors
Total
Revenue by customer type:
State and local agencies
$
639,433
$
244,397
$
170,803
$
1,054,633
$
546,827
$
210,780
$
91,906
$
849,513
Federal agencies
120,860
39,018
5,678
165,556
123,675
34,821
2,049
160,545
Private owners
55,861
276,151
84,846
416,858
63,685
216,481
83,457
363,623
Total revenue
$
816,154
$
559,566
$
261,327
$
1,637,047
$
734,187
$
462,082
$
177,412
$
1,373,681
Six Months Ended
June 30, 2026
Six Months Ended
June 30, 2025
(in thousands)
Civil
Building
Specialty
Contractors
Total
Civil
Building
Specialty
Contractors
Total
Revenue by customer type:
State and local agencies
$
1,183,641
$
470,450
$
301,819
$
1,955,910
$
987,937
$
431,955
$
183,089
$
1,602,981
Federal agencies
219,736
63,883
9,617
293,236
235,754
71,465
5,166
312,385
Private owners
110,504
498,233
168,622
777,359
120,537
418,446
165,965
704,948
Total revenue
$
1,513,881
$
1,032,566
$
480,058
$
3,026,505
$
1,344,228
$
921,866
$
354,220
$
2,620,314
8
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Three Months Ended
June 30, 2026
Three Months Ended
June 30, 2025
(in thousands)
Civil
Building
Specialty
Contractors
Total
Civil
Building
Specialty
Contractors
Total
Revenue by contract type:
Fixed price
$
700,513
$
190,601
$
204,860
$
1,095,974
$
628,757
$
186,184
$
135,912
$
950,853
Guaranteed maximum price
—
306,970
27,694
334,664
41
239,460
7,459
246,960
Unit price
106,773
—
7,248
114,021
91,214
—
19,864
111,078
Cost plus fee and other
8,868
61,995
21,525
92,388
14,175
36,438
14,177
64,790
Total revenue
$
816,154
$
559,566
$
261,327
$
1,637,047
$
734,187
$
462,082
$
177,412
$
1,373,681
Six Months Ended
June 30, 2026
Six Months Ended
June 30, 2025
(in thousands)
Civil
Building
Specialty
Contractors
Total
Civil
Building
Specialty
Contractors
Total
Revenue by contract type:
Fixed price
$
1,323,487
$
375,138
$
370,437
$
2,069,062
$
1,185,134
$
378,234
$
279,157
$
1,842,525
Guaranteed maximum price
—
548,575
48,566
597,141
222
475,075
12,818
488,115
Unit price
175,120
—
15,603
190,723
129,231
—
36,554
165,785
Cost plus fee and other
15,274
108,853
45,452
169,579
29,641
68,557
25,691
123,889
Total revenue
$
1,513,881
$
1,032,566
$
480,058
$
3,026,505
$
1,344,228
$
921,866
$
354,220
$
2,620,314
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 positively impacted by $
9.6
million and $
3.1
million during the three and six months ended June 30, 2026 due to performance obligations satisfied (or partially satisfied) in prior periods. Revenue was positively impacted by $
20.4
million and $
2.7
million during the three and six months ended June 30, 2025 due to performance obligations satisfied (or partially satisfied) in prior periods. Refer to Note 19,
Business Segments
, for additional details on significant adjustments.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of June 30, 2026, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $
9.4
billion, $
5.1
billion and $
2.1
billion for
the Civil, Building and Specialty Contractors segments, respectively. As of June 30, 2025, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $
9.0
billion,
$
5.0
billion and $
2.2
billion f
or 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
. Certain larger projects across all
three
segments may extend over a longer duration.
9
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(4)
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.
Contract assets and liabilities on the Condensed Consolidated Balance Sheets consisted of the following:
(in thousands)
As of June 30,
2026
As of December 31,
2025
Contract Assets:
Costs and estimated earnings in excess of billings:
Claims
$
321,094
$
324,727
Unapproved change orders
442,283
402,060
Other unbilled costs and profits
82,459
92,412
Total costs and estimated earnings in excess of billings
$
845,836
$
819,199
Contract Liabilities:
Billings in excess of costs and estimated earnings
$
1,929,670
$
1,838,610
Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with Accounting Standards Codification (“ASC”) 606,
Revenue from Contracts with Customers
(“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. As discussed in Note 12,
Commitments and Contingencies
, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones. The amount of costs and estimated earnings in excess of billings as of June 30, 2026 estimated by management to be collected beyond one year is approximately $
515.1
million.
Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three and six months ended June 30, 2026 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $
929.5
million and $
1.5
billion, respectively. Revenue recognized during the three and six months ended June 30, 2025 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $
681.0
million and $
752.4
million, respectively
.
10
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(5)
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:
(in thousands)
As of June 30,
2026
As of December 31,
2025
Cash and cash equivalents available for general corporate purposes
$
423,538
$
270,715
Joint venture cash and cash equivalents
514,677
463,838
Cash and cash equivalents
938,215
734,553
Restricted cash
6,939
35,641
Total cash, cash equivalents and restricted cash
$
945,154
$
770,194
Cash equivalents include short-term, highly liquid investments with maturities of three months or less when acquired. Cash and cash equivalents consist of amounts available for the Company’s general purposes, the Company’s proportionate share of cash held by the Company’s unconsolidated joint ventures and 100% of amounts held by the Company’s consolidated joint ventures. In both cases, cash held by joint ventures is available only for joint venture-related uses, including future distributions to joint venture partners.
Restricted cash includes amounts primarily held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.
(6)
Other Current Assets
Other current assets consist of the following:
(in thousands)
As of June 30,
2026
As of December 31,
2025
Capitalized contract costs
$
253,602
$
322,284
Other
86,533
88,746
Total other current assets
$
340,135
$
411,030
Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs, which are primarily comprised of prepaid insurance premiums, are generally e
xpense
d to the associated contract over the period of anticipated use on the project. During the three and six months ended June 30, 2026, $
42.8
million and $
95.9
million, respectively, of previously capitalized contract costs were amortized and recognized as expense
on the related contracts.
During the three and six months ended June 30, 2025, $
14.5
million and $
32.4
million, respectively, of previously capitalized contract costs were amortized and recognized as expense
on the related contracts.
(7)
Earnings Per Common Share
Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income (loss) attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units (“RSUs”) and unexercised stock options.
The Company calculates the effect of the potentially dilutive RSUs and stock options using the treasury stock method.
11
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per common share data)
2026
2025
2026
2025
Net income attributable to Tutor Perini Corporation
$
65,742
$
19,974
$
91,438
$
47,972
Weighted-average common shares outstanding, basic
52,601
52,724
52,668
52,631
Effect of dilutive RSUs and stock options
871
470
943
471
Weighted-average common shares outstanding, diluted
53,472
53,194
53,611
53,102
Net income attributable to Tutor Perini Corporation per common share:
Basic
$
1.25
$
0.38
$
1.74
$
0.91
Diluted
$
1.23
$
0.38
$
1.71
$
0.90
Anti-dilutive securities not included above
41
98
20
250
Refer to Note 19,
Business Segments
, for additional details on significant impacts to net income and diluted EPS.
(8)
Income Taxes
The Company recognized income tax expense of $
30.8
million and $
47.8
million for the three and six months ended June 30, 2026, respectively. The effective income tax rate was
26.8
% and
27.9
% for the three and six months ended June 30, 2026, respectively. The effective income tax rate for both the three and six months ended June 30, 2026 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.
The Company recognized income tax expense of $
22.0
million and $
34.9
million for the three and six months ended June 30, 2025, respectively. The effective income tax rate was
31.8
% and
28.0
% for the three and six months ended June 30, 2025, respectively. The effective income tax rate for both the three and six months ended June 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.
(9)
Goodwill and Intangible Assets
Goodwill
The following table presents the changes in the carrying amount of goodwill since its inception through June 30, 2026:
(in thousands)
Civil
Building
Specialty
Contractors
Total
Gross goodwill as of December 31, 2025
$
492,074
$
424,724
$
156,193
$
1,072,991
Accumulated impairment as of December 31, 2025
(
286,931
)
(
424,724
)
(
156,193
)
(
867,848
)
Goodwill as of December 31, 2025
205,143
—
—
205,143
Current year activity
—
—
—
—
Goodwill as of June 30, 2026
$
205,143
$
—
$
—
$
205,143
The Company performed its annual impairment test in the fourth quarter of 2025 and concluded goodwill was
no
t impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.
12
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.
Intangible Assets
Intangible assets consist of the following:
As of June 30, 2026
Weighted-Average Amortization Period
(in thousands)
Cost
Accumulated
Amortization
Accumulated
Impairment Charge
Carrying Value
Trade names (non-amortizable)
$
117,600
$
—
$
(
67,190
)
$
50,410
Indefinite
Trade names (amortizable)
69,250
(
33,714
)
(
23,232
)
12,304
20
years
Contractor license
6,000
—
(
6,000
)
—
N/A
Customer relationships
39,800
(
23,155
)
(
16,645
)
—
N/A
Construction contract backlog
149,290
(
149,290
)
—
—
N/A
Total
$
381,940
$
(
206,159
)
$
(
113,067
)
$
62,714
As of December 31, 2025
Weighted-Average Amortization Period
(in thousands)
Cost
Accumulated
Amortization
Accumulated
Impairment Charge
Carrying Value
Trade names (non-amortizable)
$
117,600
$
—
$
(
67,190
)
$
50,410
Indefinite
Trade names (amortizable)
69,250
(
32,596
)
(
23,232
)
13,422
20
years
Contractor license
6,000
—
(
6,000
)
—
N/A
Customer relationships
39,800
(
23,155
)
(
16,645
)
—
N/A
Construction contract backlog
149,290
(
149,290
)
—
—
N/A
Total
$
381,940
$
(
205,041
)
$
(
113,067
)
$
63,832
Amortization expense related to amortizable intangible assets for the three and six months ended June 30, 2026 was $
0.6
million and $
1.1
million, respectively. Amortization expense related to amortizable intangible assets for the three and six months ended June 30, 2025 was $
0.5
million and $
1.1
million, respectively. As of June 30, 2026, future amortization expense related to amortizable intangible assets will be approximately $
1.1
million for the remainder of 2026, $
2.2
million per year for the years 2027 through 2030 and $
2.4
million for 2031.
The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2025. 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 its annual impairment test that would indicate impairment of its non-amortizable trade names. Other amortizable intangible assets are reviewed for impairment whenever circumstances indicate that the future cash flows generated by the assets might be less than the assets’ net carrying value. The Company had
no
impairment of intangible assets during the three and six months ended June 30, 2026 or 2025.
13
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(10)
Financial Commitments
Long-Term Debt
Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:
(in thousands)
As of June 30,
2026
As of December 31,
2025
2024 Senior Notes
$
384,226
$
382,017
Revolver
—
—
Equipment financing and mortgages
10,452
18,261
Other indebtedness
1,667
7,096
Total debt
396,345
407,374
Less: Current maturities
5,004
14,589
Long-term debt, net
$
391,341
$
392,785
The following table reconciles the outstanding debt balances to the reported debt balances as of June 30, 2026 and December 31, 2025:
As of June 30, 2026
As of December 31, 2025
(in thousands)
Outstanding Debt
Unamortized Discounts and Issuance Costs
Debt,
as reported
Outstanding Debt
Unamortized Discounts and Issuance Costs
Debt,
as reported
2024 Senior Notes
$
400,000
$
(
15,774
)
$
384,226
$
400,000
$
(
17,983
)
$
382,017
The unamortized issuance costs related to the Revolver were $
0.6
million an
d $
0.9
million as of June 30, 2026 and December 31, 2025, respectively, and are included in other assets on the Condensed Conso
lidated Balance Sheets.
2026 Senior Notes
On July 2, 2026, the Company issued $
400.0
million in aggregate principal amount of
6.625
% Senior Notes due July 15, 2033 (the “2026 Senior Notes”) in a private placement offering. Interest on the 2026 Senior Notes is payable in arrears semi-annually in January and July of each year, beginning in January 2027.
Prior to July 15, 2029, the Company may redeem the 2026 Senior Notes at a redemption price equal to
100
% of the principal amount plus a “make-whole” premium described in the indenture. In addition, prior to July 15, 2029, the Company may redeem up to
40
% of the original aggregate principal amount of the notes at a redemption price of
106.625
% of their principal amount with the proceeds received by the Company from any offering of the Company’s equity. The Company may redeem the 2026 Senior Notes at redemption prices during the twelve-month periods beginning on July 15, 2029, July 15, 2030 and July 15, 2031 and thereafter of
103.313
%,
101.656
% and
100.0
%, respectively, of the principal amount being redeemed. Upon a change of control, holders of the 2026 Senior Notes may require the Company to repurchase all or part of the 2026 Senior Notes at
101
% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.
The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2026 Credit Agreement (as defined below). In addition, the indenture for the 2026 Senior Notes provides for customary cov
enants on restricting certain payments and includes customary events of default.
2024 Senior Notes
On April 22, 2024, the Company issued $
400.0
million in aggregate principal amount of
11.875
% Senior Notes due April 30, 2029 (the “2024 Senior Notes”) in a private placement offering. Interest on the 2024 Senior Notes is payable in arrears semi-annually in April and October of each year.
14
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The Company may redeem the 2024 Senior Notes at redemption prices during the twelve-month periods beginning on April 30, 2026, April 30, 2027 and April 30, 2028 of
108.906
%,
104.453
% and
100.0
%, respectively, of the principal amount being redeemed. If the Company experiences certain change of control events, holders of the 2024 Senior Notes may require the Company to repurchase all or part of the 2024 Senior Notes at
101
% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
The 2024 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement. In addition, the indenture for the 2024 Senior Notes provides for customary covenants, including restrictions on the payment of dividends and share repurchases, and includes customary events of default.
On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the 2024 Senior Notes. As a result, the Company will recognize debt extinguishment costs of approximately $
51.4
million in the third quarter of 2026, consisting of $
35.6
million for the premium described above and $
15.8
million of non-cash expense for the remaining unamortized discounts and issuance costs as of the extinguishment date.
2020 Credit Agreement and 2026 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provided for a $
170.0
million (which was increased to $
350.0
million following the effectiveness of the amended and restated 2020 Credit Agreement on July 2, 2026, as described in further detail below) revolving credit facility (the “Revolver”), which was set to mature on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $
75.0
million and $
10.0
million, respectively. The 2020 Credit Agreement also originally provided for a $
425.0
million term loan B facility (the “Term Loan B”), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $
121.9
million outstanding balance of the Term Loan B.
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provided the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $
173.5
million and
50
% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed
1.35
to 1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed
3.50
to 1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio did not exceed
3.50
to 1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) was no less than
2.00
to 1.00.
Borrowings under the 2020 Credit Agreement bore interest, at the Company’s option, at a rate equal to (i) in the case of the Revolver, following the amendment to the 2020 Credit Agreement on October 31, 2022 (as discussed below), (x) the Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (calculated with a
10
basis point credit spread adjustment for all interest periods) or (y) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus
50
basis points and (3) the Adjusted Term SOFR rate for a one-month interest period plus
100
basis points) plus, in each case, (ii) an applicable margin. The margin applicable to the Revolver was between
4.25
% and
4.75
% for Adjusted Term SOFR and
3.25
% and
3.75
% for base rate, and, in each case, was based on the First Lien Net Leverage Ratio. Effective following the amendment to the 2020 Credit Agreement on October 31, 2022 (the “2022 Amendment”), the Company’s original London Interbank Offered Rate (“LIBOR”) option in respect of the Revolver was transitioned to Adjusted Term SOFR. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company paid a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder and paid customary letter of credit fees to the extent applicable.
Following the 2022 Amendment, the 2020 Credit Agreement required,
solely with respect to the Revolver, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of
2.25
to 1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. The 2020 Credit Agreement also included 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.
15
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The Company had no borrowings under the Revolver during the six months ended June 30, 2026. As of June 30, 2026, the entire $
170.0
million was available under the Revolver with a borrowing rate of
10.0
%. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended June 30, 2026.
On July 2, 2026, the Company entered into an amendment and restatement of the 2020 Credit Agreement (the “2026 Credit Agreement”) to, among other things, extend the maturity of the Revolver to July 2, 2031, increase the commitments under the Revolver from $
170.0
million to $
350.0
million, reduce the Adjusted Term SOFR margin to a range between
1.75
% and
2.50
% based on a Total Net Leverage Ratio (compared to the previous range between
4.25
% and
4.75
% based on a First Lien Net Leverage Ratio) and eliminate the credit spread adjustment (
10
basis points), reduce the base rate margin to a range between
0.75
% and
1.50
% based on a Total Net Leverage Ratio (compared to the previous range between
3.25
% to
3.75
% based on a First Lien Net Leverage Ratio), and replace the maximum First Lien Net Leverage Ratio financial maintenance covenant (of
2.25
to 1.00) with the following two new financial maintenance covenants: 1) a maximum Total Net Leverage Ratio of
3.50
to 1.00 and 2) a minimum cash Interest Coverage Ratio of
3.00
to 1.00. In addition to paying interest on outstanding principal under the 2026 Credit Agreement, the Company pays a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder and will pay customary letter of credit fees to the extent applicable. 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 2026 Credit Agreement includes customary provisions for the replacement of Adjusted Term SOFR with an alternative benchmark rate upon Adjusted Term SOFR being discontinued.
The 2026 Credit Agreement gives the Company the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $
400
million and
100
% LTM EBITDA (as defined in the 2026 Credit Agreement) (compared to the previous test of $
173.5
million and
50
% LTM EBITDA) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2026 Credit Agreement) did not exceed
1.50
to 1.00 (compared to the previous
1.35
to 1.00), (B) in the case of junior lien secured indebtedness, the Secured Net Leverage Ratio (as defined in the 2026 Credit Agreement) did not exceed
2.00
to 1.00 (compared to the previous
3.50
to 1.00 based on Total Net Leverage Ratio) and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed
3.50
to 1.00 and (y) the Interest Coverage Ratio is a minimum of
3.00
to 1.00 (previously based on Total Net Leverage Ratio and Fixed Charge Coverage Ratio (each as defined in the 2020 Credit Agreement)).
The 2026 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 continue to unconditionally guarantee the obligations of the Company under the 2026 Credit Agreement; additionally, subject to certain exceptions, the obligations continue to be secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.
16
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Interest Expense
Interest expense as reported in the Condensed Consolidated Statements of Operations consisted of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Cash interest expense:
Interest on 2024 Senior Notes
$
12,271
$
11,875
$
24,146
$
23,750
Interest on Term Loan B
—
—
—
876
Interest on Revolver
—
72
—
193
Other interest
187
520
483
912
Total cash interest expense
12,458
12,467
24,629
25,731
Non-cash interest expense:
(a)
Amortization of debt issuance costs on 2024 Senior Notes
1,123
982
2,209
1,930
Amortization of debt issuance costs on Revolver
139
139
279
279
Total non-cash interest expense
1,262
1,121
2,488
2,209
Total interest expense
$
13,720
$
13,588
$
27,117
$
27,940
____________________________________________________________________________________________________
(a)
The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rate for the 2024 Senior Notes was
13.56
% for the six months ended June 30, 2026.
(11)
Leases
The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of June 30, 2026, the Company’s operating leases have remaining lease terms ranging from less than
one year
to
12
years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.
The following table presents components of lease expense for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Operating lease expense
$
4,779
$
3,561
$
9,397
$
6,721
Short-term lease expense
(a)
16,267
14,577
30,639
28,062
21,046
18,138
40,036
34,783
Less: Sublease income
199
297
404
591
Total lease expense
$
20,847
$
17,841
$
39,632
$
34,192
____________________________________________________________________________________________________
(a)
Short-term lease expense includes all leases with lease terms of up to
one year
. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.
17
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table presents supplemental balance sheet information related to operating leases:
(dollars in thousands)
Balance Sheet Line Item
As of June 30,
2026
As of December 31,
2025
Assets
Right-of-use assets
Other assets
$
63,182
$
58,608
Total lease assets
$
63,182
$
58,608
Liabilities
Current lease liabilities
Accrued expenses and other current liabilities
$
13,176
$
11,763
Long-term lease liabilities
Other long-term liabilities
55,335
51,783
Total lease liabilities
$
68,511
$
63,546
Weighted-average remaining lease term
6.0
years
6.4
years
Weighted-average discount rate
8.73
%
8.04
%
The following table presents supplemental cash flow information and non-cash activity related to operating leases:
Six Months Ended
June 30,
(in thousands)
2026
2025
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities
$
(
9,009
)
$
(
6,218
)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities
$
11,146
$
18,295
The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2026:
Year
(in thousands)
Operating Leases
2026 (excluding the six months ended June 30, 2026)
$
9,299
2027
17,788
2028
15,833
2029
13,315
2030
9,323
Thereafter
24,154
Total lease payments
89,712
Less: Imputed interest
21,201
Total
$
68,511
(12)
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 4,
Contract Assets and Liabilities
.
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
18
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business, is as follows:
Alaskan Way Viaduct Matter
In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as State Route 99. The Company has a
45
% interest in STP. The construction of the large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be repaired. STP 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.
Case Against WSDOT
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. STP subsequently filed a counterclaim against WSDOT seeking damages in excess of $
640
million. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $
57.2
million in damages. The Company recorded the impact of the jury verdict during the fourth quarter of 2019, resulting in a pre-tax charge of $
166.8
million, which included $
25.7
million for the Company’s
45
% proportionate share of the $
57.2
million in damages awarded by the jury to WSDOT. The charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case. STP’s petition for discretionary review by the Washington Supreme Court was denied on October 10, 2022. On October 18, 2022, STP paid the damages and associated interest from the judgment, which included the Company’s proportionate share of $
34.6
million. As a result, the lawsuit between STP and WSDOT has concluded.
Case Against Insurers
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, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. On September 30, 2024, after several years of law and motion proceedings, a confidential settlement was reached resolving the case in full for a substantial sum. Payment was received in October 2024 and the case against the Insurers was dismissed. As a result of the settlement, STP resolved the claims of Hitachi Zosen (the manufacturer of the TBM) and the remaining subcontractor lawsuits pending on the project, including those with the Company’s subsidiaries.
Case Against Designer
On April 13, 2023, STP filed a case in the Washington Superior Court against HNTB Corporation (“HNTB”), STP’s design firm on the project, wherein STP alleges that HNTB is liable for providing design services that resulted in the TBM striking the steel pipe described above and for additional steel quantity costs associated with the project. Due to the resolution of the matter against the Insurers and WSDOT discussed above, STP’s claim against HNTB was revised and includes HNTB’s liability for providing design services, amounts paid by STP to WSDOT in liquidated damages and interest as well as certain subcontractor delay claims paid by STP to subcontractors in November 2024. On March 7, 2026, a confidential settlement was reached resolving the case in full for a substantial sum, which did not have a material impact on the Company’s financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Payment was received in March and April 2026 and the case against HNTB was formally dismissed on June 8, 2026. As a result of the settlement, all matters related to the project have been resolved.
W/Element Hotel Matter
On March 15, 2015, Tutor Perini Building Corp. (“TPBC”), a wholly owned subsidiary of the Company, acting as construction manager, entered into
two
contracts with Chestlen Development, L.P. (the “Developer”) for the construction of a dual-branded W/Element Hotel project in Philadelphia, Pennsylvania. The project consisted of a
295
-room W Philadelphia hotel and a
460
-room Element hotel within a single
51
-story tower, together with a parking garage and public and retail spaces. The adjusted contract value was $
256
million. Construction commenced in April 2015. The Developer received a certificate of occupancy from the City of Philadelphia in April 2021, and the hotel opened to the public in May 2021.
Design Delays and COVID Impact
During construction, the project experienced substantial delays and incurred additional costs. A principal area of dispute concerned the design of the building’s concrete floor system. The floor system was designed by professional designers retained directly by, and under contract solely with, the Developer. At the direction of the Developer, in an effort to reduce construction costs by decreasing the quantity of materials and labor required, the designers reduced the floor slab thickness to nine inches of combined concrete and rebar between building levels. This thinner floor design resulted in increased floor deflection, meaning greater bending or sagging of the floors under load. As a consequence of the excessive floor deflection, additional remedial work was required before installation of finish materials. In addition, the window system, which is anchored to the floor slabs, required further adjustments to accommodate conditions. These conditions caused additional project costs and contributed to further delays in completing the project.
In addition, the project experienced significant delays and cost impacts arising from the COVID-19 pandemic, during which major construction activities were being performed. As a result of governmental restrictions and other practical realities associated with the pandemic, work hours were reduced, access to and use of equipment was limited, materials were disrupted, and other conditions adversely affected productivity and slowed project progress.
Litigation Against Developer
In 2020, litigation commenced in the Philadelphia Court of Common Pleas which ultimately resulted in a consolidated case of more than
twenty
parties, including the Developer, TPBC, trade subcontractors, designers, and others. The parties asserted claims for breach of contract and to enforce mechanics’ liens, including a mechanics’ lien filed by TPBC on behalf of itself and its trade subcontractors in the amount of approximately $
119
million. Claims involving the designers were subsequently settled, with the settlement proceeds placed into escrow pending further determination regarding entitlement to those funds. The disputes among the remaining parties continued in litigation. On October 31, 2025, the court issued a ruling finding that the project’s principal defects relating to floor deflection and window installation were attributable to the contractors and not to the Developer. On February 27, 2026, the court granted the Developer’s motion to strike the mechanics’ lien filed by TPBC against the project, which TPBC is appealing. On April 10, 2026, the court issued its Findings as to Damages and Order in favor of the Developer, awarding approximately $
175
million, including approximately $
98
million in liquidated damages, of which approximately $
60
million relates to periods extending beyond the date the hotel opened. The court also rejected the other delay-related defenses and claims asserted by TPBC. On April 23, 2026, TPBC filed a motion for reconsideration of both the liability determination and the damages award, which was denied by the court.
TPBC filed its Notice of Appeal on July 7, 2026. The anticipated grounds for appeal are expected to include challenges to: (i) the findings on the merits regarding the cause of the floor deflections; (ii) the legal standard applied in determining responsibility of the project designers retained by the Developer; (iii) the methodology used to calculate damages; (iv) the award of damages barred by the consequential damages waiver provisions of the contracts; (v) the award of liquidated damages for periods extending beyond the issuance of a certificate of occupancy; and (vi) the withholding of approximately $
31
million in unpaid contract balances due to TPBC. Additionally, TPBC will appeal the trial court’s ruling as to whether the majority of the claims should have been covered under the builder’s risk insurance procured by the Developer, which provided coverage to the Developer, TPBC and its subcontractors. The Developer agreed to serve as “the sole and irrevocable agent” for submitting insurance claims. TPBC asserts that the Developer’s failure to submit timely claims to the insurance carrier constituted a material breach of its contractual obligations resulting in a waiver of otherwise insurable damages.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Litigation Involving Subcontractors
Between December 2025 and May 2026, TPBC settled with, or paid contract balances to, most of the subcontractors despite not yet collecting said contract balances from the Developer.
Five
subcontractors continue to assert unresolved claims that remain subject to further settlement discussions or adjudication, which has not been scheduled. In addition, a trial commenced in July 2026 related to TPBC’s claims for indemnity and contract breaches against its concrete subcontractor and its surety related to the floor deflection and window installation liability described above.
The litigation remains pending before the trial court and is expected to proceed to the appellate courts. Payment of any potential damages will only be made if the adverse verdict is upheld on appeal.
As of June 30, 2026, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s and subcontractors’ legal actions is neither probable nor remote. With respect to TPBC’s claims against the Developer and certain subcontractors, as a result of the rulings, management recognized an immaterial charge to earnings during the period. Management has continued to include an estimate of the total anticipated recovery, concluded to be both probable and reliably estimable, in receivables or costs and estimated earnings in excess of billings. To the extent new facts become known or the final recoveries or payments vary from the estimate, the impact of the change will be reflected in the financial statements at that time.
(13)
Share-Based Compensation
As of June 30, 2026, there were
3,499,122
shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan (the “Plan
”). During the six months ended June 30, 2026 and 2025, the Company granted (1) service-based RSUs totaling
249,776
and
408,111
, respectively, with weighted-average grant date fair values per unit of $
76.99
and $
36.50
, respectively; (2) cash-settled restricted stock units (“CRSUs”) with service-based vesting conditions and payouts indexed to shares of the Company’s common stock totaling
58,510
and
381,410
, respectively, with weighted-average grant date fair values per unit of $
69.83
and $
27.59
, respectively; (3) performance-based RSUs totaling
102,760
and
151,623
with weighted-average grant date fair values per unit of $
125.44
and $
47.76
, respectively; and (4) shares of unrestricted stock issued to its directors as part of their annual retainer totaling
21,649
and
40,710
, respectively, with weighted-average grant date fair values per unit of $
76.99
and $
36.35
, respectively. The number of performance-based RSUs granted is shown at target-level performance.
As of June 30, 2026 and December 31, 2025
, the Company recognized liabilities for cash-settled performance stock units and CRSUs on the Condensed Consolidated Balance Sheets totaling approximately
$
105.8
million
and $
85.2
million, respectively. During the six months ended June 30, 2026 and 2025, the Company paid approximately
$
31.0
million
and $
11.6
million, respectively, to settle certain awards.
For the three and six
months ended June 30, 2026, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $
27.9
million and $
57.9
million, respectively, and $
55.4
million and $
62.0
million for the
three and six
months ended June 30, 2025, respectively. As of June 30, 2026, the balance of unamortized share-based compensation expense was $
83.4
million, which is expected to be recognized over a weighted-average period of
1.7
years.
(14)
Employee Retirement Plans
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. In November 2025, the Company’s Board of Directors voted to terminate the Company’s pension plan with an effective date of March 31, 2026. The Company expects that all obligations under the plan will be satisfied by the end of 2026.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table sets forth a summary of the net periodic benefit cost for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Interest cost
$
940
$
933
$
1,880
$
1,866
Service cost
171
170
342
340
Expected return on plan assets
(
899
)
(
903
)
(
1,797
)
(
1,805
)
Recognized net actuarial losses
437
414
874
828
Net periodic benefit cost
$
649
$
614
$
1,299
$
1,229
The Company contributed $
0.9
million and $
1.3
million, respectively, to its defined benefit pension plan during the six months ended June 30, 2026 and 2025, and does not expect to contribute any additional amounts in cash by the end of 2026, excluding any payments required to settle obligations under the plan.
Nonqualified Deferred Compensation Plan
On May 20, 2026, the Company’s Board of Directors approved the Tutor Perini Corporation Nonqualified Deferred Compensation Plan (the “NQDC Plan”). The NQDC Plan is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company and its subsidiaries and is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
Under the NQDC Plan, eligible employees designated by the Company may defer receipt of their cash compensation, including a percentage of their salaries, annual and long-term incentive bonuses, cash-settled restricted stock units and cash-settled performance stock units.
Elective deferrals of cash compensation, which begin in July 2026, are credited to a bookkeeping account established in the name of the participant. A participant is always
100
% vested in their elective cash deferrals and any earnings thereon. The Company may make discretionary contributions to the NQDC Plan for selected participants and may subject such contributions to a vesting schedule. Participants elect to receive distributions of deferred balances based on predetermined payout schedules.
Participant accounts will be credited with an investment return determined as if each account were invested in various investment alternatives made available by the NQDC Plan administrator and elected by the participant. The Company may set aside assets to fund its obligations under the NQDC Plan in a limited (“rabbi”) trust, subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. As of June 30, 2026 and December 31, 2025, the Company had no liabilities or assets related to the NQDC Plan.
(15)
Fair Value Measurements
The fair value hierarchy established by ASC 820,
Fair Value Measurement
, prioritizes the use of inputs used in valuation techniques into the following three levels:
•
Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities
•
Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs
•
Level 3 inputs are unobservable
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:
As of June 30, 2026
As of December 31, 2025
Fair Value Hierarchy
Fair Value Hierarchy
(in thousands)
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
(a)
$
938,215
$
—
$
—
$
938,215
$
734,553
$
—
$
—
$
734,553
Restricted cash
(a)
6,939
—
—
6,939
35,641
—
—
35,641
Restricted investments
(b)
—
270,884
—
270,884
—
228,959
—
228,959
Investments in lieu of retention
(c)
38,152
195,810
—
233,962
27,849
159,142
—
186,991
Total
$
983,306
$
466,694
$
—
$
1,450,000
$
798,043
$
388,101
$
—
$
1,186,144
____________________________________________________________________________________________________
(a)
Includes money market funds and short-term investments with maturity dates of
three months
or less when acquired.
(b)
Restricted investments, as of June 30, 2026 and December 31, 2025, consist of available-for-sale (“AFS”) debt securities, which are valued based on pricing models determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.
(c)
Investments in lieu of retention are included in retention receivable as of June 30, 2026 and December 31, 2025, and are composed of cash and cash equivalents of $
38.2
million and $
27.8
million, respectively, and AFS debt securities of $
195.8
million and $
159.1
million, respectively. The fair values of cash equivalents are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of AFS debt securities are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.
Investments in AFS debt securities consisted of the following as of June 30, 2026 and December 31, 2025:
As of June 30, 2026
As of December 31, 2025
(in thousands)
Amortized Cost
Unrealized Gains
Unrealized Losses
Fair Value
Amortized Cost
Unrealized Gains
Unrealized Losses
Fair Value
Restricted investments:
Corporate debt securities
$
220,835
$
532
$
(
1,449
)
$
219,918
$
205,584
$
1,900
$
(
472
)
$
207,012
U.S. government agency securities
33,490
2
(
663
)
32,829
12,300
11
(
329
)
11,982
Municipal bonds
18,745
3
(
794
)
17,954
10,282
32
(
534
)
9,780
Corporate certificates of deposit
196
—
(
13
)
183
198
—
(
13
)
185
Total restricted investments
273,266
537
(
2,919
)
270,884
228,364
1,943
(
1,348
)
228,959
Investments in lieu of retention:
Corporate debt securities
168,592
179
(
302
)
168,469
140,749
844
(
38
)
141,555
U.S. government agency securities
4,337
—
(
32
)
4,305
4,337
—
(
43
)
4,294
Municipal bonds
23,443
195
(
602
)
23,036
13,349
218
(
274
)
13,293
Total investments in lieu of retention
196,372
374
(
936
)
195,810
158,435
1,062
(
355
)
159,142
Total AFS debt securities
$
469,638
$
911
$
(
3,855
)
$
466,694
$
386,799
$
3,005
$
(
1,703
)
$
388,101
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual AFS debt securities have been in a continuous unrealized loss position as of June 30, 2026 and December 31, 2025:
As of June 30, 2026
Less than 12 Months
12 Months or Greater
Total
(in thousands)
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Restricted investments:
Corporate debt securities
$
132,735
$
(
1,383
)
$
10,083
$
(
66
)
$
142,818
$
(
1,449
)
U.S. government agency securities
25,257
(
322
)
3,626
(
341
)
28,883
(
663
)
Municipal bonds
12,377
(
228
)
4,968
(
566
)
17,345
(
794
)
Corporate certificates of deposit
—
—
183
(
13
)
183
(
13
)
Total restricted investments
170,369
(
1,933
)
18,860
(
986
)
189,229
(
2,919
)
Investments in lieu of retention:
Corporate debt securities
107,130
(
302
)
—
—
107,130
(
302
)
U.S. government agency securities
4,306
(
32
)
—
—
4,306
(
32
)
Municipal bonds
15,173
(
371
)
6,061
(
231
)
21,234
(
602
)
Total investments in lieu of retention
126,609
(
705
)
6,061
(
231
)
132,670
(
936
)
Total AFS debt securities
$
296,978
$
(
2,638
)
$
24,921
$
(
1,217
)
$
321,899
$
(
3,855
)
As of December 31, 2025
Less than 12 Months
12 Months or Greater
Total
(in thousands)
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Restricted investments:
Corporate debt securities
$
57,673
$
(
221
)
$
20,907
$
(
251
)
$
78,580
$
(
472
)
U.S. government agency securities
3,056
(
31
)
3,550
(
298
)
6,606
(
329
)
Municipal bonds
2,171
(
7
)
4,894
(
527
)
7,065
(
534
)
Corporate certificates of deposit
—
—
185
(
13
)
185
(
13
)
Total restricted investments
62,900
(
259
)
29,536
(
1,089
)
92,436
(
1,348
)
Investments in lieu of retention:
Corporate debt securities
4,796
(
37
)
2,982
(
1
)
7,778
(
38
)
U.S. government agency securities
4,294
(
43
)
—
—
4,294
(
43
)
Municipal bonds
11,855
(
274
)
—
—
11,855
(
274
)
Total investments in lieu of retention
20,945
(
354
)
2,982
(
1
)
23,927
(
355
)
Total AFS debt securities
$
83,845
$
(
613
)
$
32,518
$
(
1,090
)
$
116,363
$
(
1,703
)
The unrealized losses in AFS debt securities as of June 30, 2026 and December 31, 2025 are primarily attributable to market interest rate increases and not a deterioration in credit quality of the issuers. Management evaluated the unrealized losses in AFS debt securities considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur.
Based on the analysis, management determined that credit losses did not exist for AFS debt securities in an unrealized loss position as of June 30, 2026 and December 31, 2025.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity.
As a result, consistent with the same period in 2025, the Company has not recognized any impairment losses in earnings during the six months ended June 30, 2026.
The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2026 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.
(in thousands)
Amortized Cost
Fair Value
Due within one year
$
136,504
$
136,398
Due after one year through five years
298,842
296,952
Due after five years
34,292
33,344
Total
$
469,638
$
466,694
The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2024 Senior Notes was $
435.8
million and $
444.2
million as of June 30, 2026 and December 31, 2025, respectively. The fair values of the 2024 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The reported value of the Company’s remaining borrowings approximates fair value as of June 30, 2026 and December 31, 2025.
(16)
Variable Interest Entities (VIEs)
The Company may form joint ventures or partnerships with third parties for the execution of projects. In accordance with ASC 810,
Consolidation
(“ASC 810”), the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.
ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
As of June 30, 2026, the Company had unconsolidated VIE-related current assets and noncurrent assets of $
53.9
million and $
6.0
million, respectively, as well as current liabilities of $
76.3
million included in the Company’s Condensed Consolidated Balance Sheets. As of December 31, 2025, the Company had unconsolidated VIE-related current assets and noncurrent assets of $
58.5
million and $
6.3
million, respectively, as well as current liabilities of $
70.2
million included in the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were
no
future funding requirements for the unconsolidated VIEs as of June 30, 2026.
As of June 30, 2026, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $
1.1
billion and $
41.0
million, respectively, as well as current liabilities and noncurrent liabilities of $
671.2
million and $
12.2
million, respectively, related to the operations of its consolidated VIEs. As of December 31, 2025, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $
932.1
million and $
36.4
million,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
respectively, as well as current liabilities and noncurrent liabilities of $
669.0
million and $
10.6
million, respectively, 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 (“O&G”). The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
The Company established a joint venture with O&G to construct the Manhattan Jail project, a $
3.76
billion design-build construction project in New York. The Company has a
75
% interest in the joint venture with the remaining
25
% held by O&G. 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.
(17)
Changes in Equity
A reconciliation of the changes in equity for the three and six months ended June 30, 2026 and 2025 is provided below:
Three Months Ended June 30, 2026
(in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balance - March 31, 2026
$
52,615
$
1,137,499
$
55,008
$
(
31,023
)
$
50,912
$
1,265,011
Net income
—
—
65,742
—
18,326
84,068
Other comprehensive loss
—
—
—
(
1,110
)
(
369
)
(
1,479
)
Share-based compensation
—
4,976
—
—
—
4,976
Issuance of common stock, net
91
(
4,227
)
—
—
—
(
4,136
)
Dividends
—
—
(
3,329
)
—
—
(
3,329
)
Repurchase of common stock
(
137
)
(
2,971
)
(
6,924
)
—
—
(
10,032
)
Balance - June 30, 2026
$
52,569
$
1,135,277
$
110,497
$
(
32,133
)
$
68,869
$
1,335,079
Six Months Ended June 30, 2026
(in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balance - December 31, 2025
$
52,791
$
1,148,634
$
46,443
$
(
29,234
)
$
44,028
$
1,262,662
Net income
—
—
91,438
—
32,158
123,596
Other comprehensive loss
—
—
—
(
2,899
)
(
811
)
(
3,710
)
Share-based compensation
—
7,108
—
—
—
7,108
Issuance of common stock, net
193
(
11,446
)
—
—
—
(
11,253
)
Dividends
—
—
(
6,659
)
—
—
(
6,659
)
Repurchase of common stock
(
415
)
(
9,019
)
(
20,725
)
—
—
(
30,159
)
Contributions from noncontrolling interests
—
—
—
—
4,994
4,994
Distributions to noncontrolling interests
—
—
—
—
(
11,500
)
(
11,500
)
Balance - June 30, 2026
$
52,569
$
1,135,277
$
110,497
$
(
32,133
)
$
68,869
$
1,335,079
26
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Three Months Ended June 30, 2025
(in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained Earnings (Deficit)
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balance - March 31, 2025
$
52,703
$
1,142,299
$
(
2,577
)
$
(
32,190
)
$
27,362
$
1,187,597
Net income
—
—
19,974
—
27,112
47,086
Other comprehensive income
—
—
—
1,946
1,316
3,262
Share-based compensation
—
2,984
—
—
—
2,984
Issuance of common stock, net
40
—
—
—
—
40
Contributions from noncontrolling interests
—
—
—
—
7,500
7,500
Distributions to noncontrolling interests
—
—
—
—
(
8,650
)
(
8,650
)
Balance - June 30, 2025
$
52,743
$
1,145,283
$
17,397
$
(
30,244
)
$
54,640
$
1,239,819
Six Months Ended June 30, 2025
(in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained Earnings (Deficit)
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balance - December 31, 2024
$
52,486
$
1,146,800
$
(
30,575
)
$
(
33,988
)
$
23,883
$
1,158,606
Net income
—
—
47,972
—
41,863
89,835
Other comprehensive income
—
—
—
3,744
1,794
5,538
Share-based compensation
—
3,851
—
—
—
3,851
Issuance of common stock, net
257
(
5,368
)
—
—
—
(
5,111
)
Contributions from noncontrolling interests
—
—
—
—
7,500
7,500
Distributions to noncontrolling interests
—
—
—
—
(
20,400
)
(
20,400
)
Balance - June 30, 2025
$
52,743
$
1,145,283
$
17,397
$
(
30,244
)
$
54,640
$
1,239,819
Dividends
Total dividends declared in the three and six months ended June 30, 2026 amounted to $
3.3
million ($
0.06
per share) and $
6.7
million ($
0.12
per share), respectively, including $
0.2
million and $
0.3
million, respectively of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.
Share Repurchases
In November 2025, the Company’s Board of Directors authorized a $
200
million share repurchase program. During the three and six months ended June 30, 2026, the Company repurchased
137,374
and
414,952
shares of its common stock on the open market for $
10
million and $
30
million at an average price of $
72.78
and $
72.28
per share, respectively, under the repurchase program. As of June 30, 2026, the Company also accrued $
0.2
million for applicable excise tax on share repurchases in excess of issuances. As of June 30, 2026, $
170
million of the authorization was available for repurchases.
27
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(18)
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 the unrealized gain (loss) 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 and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, 2026
Three Months Ended June 30, 2025
(in thousands)
Before-Tax Amount
Tax (Expense) Benefit
Net-of-Tax Amount
Before-Tax Amount
Tax Expense
Net-of-Tax Amount
Other comprehensive income (loss):
Defined benefit pension plan adjustments
$
435
$
(
120
)
$
315
$
395
$
(
106
)
$
289
Foreign currency translation adjustments
(
546
)
63
(
483
)
2,477
(
333
)
2,144
Unrealized gain (loss) in fair value of investments
(
1,679
)
368
(
1,311
)
1,033
(
204
)
829
Total other comprehensive income (loss)
(
1,790
)
311
(
1,479
)
3,905
(
643
)
3,262
Less: Other comprehensive income (loss) attributable to noncontrolling interests
(
369
)
—
(
369
)
1,316
—
1,316
Total other comprehensive income (loss) attributable to Tutor Perini Corporation
$
(
1,421
)
$
311
$
(
1,110
)
$
2,589
$
(
643
)
$
1,946
Six Months Ended June 30, 2026
Six Months Ended June 30, 2025
(in thousands)
Before-Tax Amount
Tax (Expense) Benefit
Net-of-Tax Amount
Before-Tax Amount
Tax Expense
Net-of-Tax Amount
Other comprehensive income (loss):
Defined benefit pension plan adjustments
$
866
$
(
238
)
$
628
$
808
$
(
217
)
$
591
Foreign currency translation adjustments
(
1,123
)
144
(
979
)
3,264
(
451
)
2,813
Unrealized gain (loss) in fair value of investments
(
4,246
)
887
(
3,359
)
2,677
(
543
)
2,134
Total other comprehensive income (loss)
(
4,503
)
793
(
3,710
)
6,749
(
1,211
)
5,538
Less: Other comprehensive income (loss) attributable to noncontrolling interests
(
811
)
—
(
811
)
1,794
—
1,794
Total other comprehensive income (loss) attributable to Tutor Perini Corporation
$
(
3,692
)
$
793
$
(
2,899
)
$
4,955
$
(
1,211
)
$
3,744
28
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, 2026
(in thousands)
Defined
Benefit
Pension
Plan
Foreign
Currency
Translation
Unrealized Gain (Loss) in Fair
Value of Investments, Net
Accumulated
Other
Comprehensive
Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of March 31, 2026
$
(
21,750
)
$
(
8,150
)
$
(
1,123
)
$
(
31,023
)
Other comprehensive loss before reclassifications
—
(
164
)
(
1,237
)
(
1,401
)
Amounts reclassified from AOCI
315
—
(
24
)
291
Total other comprehensive income (loss)
315
(
164
)
(
1,261
)
(
1,110
)
Balance as of June 30, 2026
$
(
21,435
)
$
(
8,314
)
$
(
2,384
)
$
(
32,133
)
Attributable to Noncontrolling Interests:
Balance as of March 31, 2026
$
—
$
(
1,427
)
$
42
$
(
1,385
)
Other comprehensive loss
—
(
319
)
(
50
)
(
369
)
Balance as of June 30, 2026
$
—
$
(
1,746
)
$
(
8
)
$
(
1,754
)
Six Months Ended June 30, 2026
(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, 2025
$
(
22,063
)
$
(
7,930
)
$
759
$
(
29,234
)
Other comprehensive loss before reclassifications
—
(
384
)
(
3,106
)
(
3,490
)
Amounts reclassified from AOCI
628
—
(
37
)
591
Total other comprehensive income (loss)
628
(
384
)
(
3,143
)
(
2,899
)
Balance as of June 30, 2026
$
(
21,435
)
$
(
8,314
)
$
(
2,384
)
$
(
32,133
)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2025
$
—
$
(
1,151
)
$
208
$
(
943
)
Other comprehensive loss
—
(
595
)
(
216
)
(
811
)
Balance as of June 30, 2026
$
—
$
(
1,746
)
$
(
8
)
$
(
1,754
)
29
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Three Months Ended June 30, 2025
(in thousands)
Defined
Benefit
Pension
Plan
Foreign
Currency
Translation
Unrealized Gain (Loss) in Fair
Value of Investments, Net
Accumulated
Other
Comprehensive
Income (Loss)
Attributable to Tutor Perini Corporation:
Balance as of March 31, 2025
$
(
23,270
)
$
(
8,344
)
$
(
576
)
$
(
32,190
)
Other comprehensive income before reclassifications
—
914
743
1,657
Amounts reclassified from AOCI
289
—
—
289
Total other comprehensive income
289
914
743
1,946
Balance as of June 30, 2025
$
(
22,981
)
$
(
7,430
)
$
167
$
(
30,244
)
Attributable to Noncontrolling Interests:
Balance as of March 31, 2025
$
—
$
(
2,067
)
$
62
$
(
2,005
)
Other comprehensive income
—
1,230
86
1,316
Balance as of June 30, 2025
$
—
$
(
837
)
$
148
$
(
689
)
Six Months Ended June 30, 2025
(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, 2024
$
(
23,572
)
$
(
8,657
)
$
(
1,759
)
$
(
33,988
)
Other comprehensive income before reclassifications
—
1,227
1,944
3,171
Amounts reclassified from AOCI
591
—
(
18
)
573
Total other comprehensive income
591
1,227
1,926
3,744
Balance as of June 30, 2025
$
(
22,981
)
$
(
7,430
)
$
167
$
(
30,244
)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2024
$
—
$
(
2,423
)
$
(
60
)
$
(
2,483
)
Other comprehensive income
—
1,586
208
1,794
Balance as of June 30, 2025
$
—
$
(
837
)
$
148
$
(
689
)
The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2026
2025
2026
2025
Component of AOCI:
Defined benefit pension plan adjustments
(a)
$
435
$
395
$
866
$
808
Income tax benefit
(b)
(
120
)
(
106
)
(
238
)
(
217
)
Net of tax
$
315
$
289
$
628
$
591
Unrealized gain in fair value of investment adjustments
(a)
$
(
30
)
$
—
$
(
47
)
$
(
23
)
Income tax expense
(b)
6
—
10
5
Net of tax
$
(
24
)
$
—
$
(
37
)
$
(
18
)
___________________________________________________________________________________________________
(a)
Amounts included in other income, net on the Condensed Consolidated Statements of Operations.
(b)
Amounts included in income tax expense on the Condensed Consolidated Statements of Operations.
30
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(19)
Business Segments
The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through
three
segments: Civil, Building and Specialty Contractors. These segments are determined based on how management aggregates its business units for making operating decisions and assessing performance, which takes into account certain qualitative and quantitative factors. The Company’s Chief Executive Officer and President, who is the Company’s chief operating decision maker (“CODM”), reviews information for each segment to evaluate performance and allocate resources. The CODM evaluates segment performance by comparing each segment’s historical, actual and forecasted revenue and operating income on a regular basis.
The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military facilities, and water management and wastewater treatment facilities.
The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: hospitality and gaming, transportation, healthcare, commercial offices, government facilities, sports and entertainment, education, correctional and detention facilities, biotech, pharmaceutical, industrial and technology.
The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC and fire protection systems for a full range of civil and building construction projects in the industrial, commercial, hospitality and gaming, and mass-transit end markets. This segment is strategically important to the Company because various business units within the segment participate in many of the Company’s larger Civil and Building segment projects. In addition, the segment provides unique strengths and capabilities that allow the Company to position itself as a full-service contractor in key geographic markets 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.
31
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following tables set forth certain reportable segment information relating to the Company’s operations for the three and six months ended June 30, 2026 and 2025:
Reportable Segments
(in thousands)
Civil
Building
Specialty
Contractors
Total
Corporate
Consolidated
Total
Three Months Ended June 30, 2026
Total revenue
$
880,946
$
606,788
$
261,327
$
1,749,061
$
—
$
1,749,061
Elimination of intersegment revenue
(
64,792
)
(
47,222
)
—
(
112,014
)
—
(
112,014
)
Revenue from external customers
$
816,154
$
559,566
$
261,327
$
1,637,047
$
—
$
1,637,047
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations
$
667,566
$
514,878
$
241,255
$
1,423,699
$
2,070
$
1,425,769
General and administrative expenses
(a)
24,060
13,410
14,351
51,821
41,722
93,543
Income (loss) from construction operations
$
124,528
$
31,278
$
5,721
$
161,527
$
(
43,792
)
$
117,735
Capital expenditures
$
21,683
$
98
$
1,609
$
23,390
$
10,288
$
33,678
Depreciation and amortization
(b)
$
8,693
$
533
$
673
$
9,899
$
317
$
10,216
Three Months Ended June 30, 2025
Total revenue
$
784,615
$
486,035
$
177,412
$
1,448,062
$
—
$
1,448,062
Elimination of intersegment revenue
(
50,428
)
(
23,953
)
—
(
74,381
)
—
(
74,381
)
Revenue from external customers
$
734,187
$
462,082
$
177,412
$
1,373,681
$
—
$
1,373,681
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations
$
570,117
$
426,592
$
180,942
$
1,177,651
$
35
$
1,177,686
General and administrative expenses
(a)
23,955
13,040
14,486
51,481
68,084
119,565
Income (loss) from construction operations
$
140,115
$
22,450
$
(
18,016
)
$
144,549
(c)
$
(
68,119
)
$
76,430
Capital expenditures
$
24,558
$
522
$
1,260
$
26,340
$
496
$
26,836
Depreciation and amortization
(b)
$
11,078
$
543
$
671
$
12,292
$
609
$
12,901
____________________________________________________________________________________________________
(a)
General and administrative expenses for the three months ended June 30, 2026 and 2025 included share-based compensation expense of $
27.9
million ($
27.3
million after tax, or $
0.51
per diluted share) and $
55.4
million ($
55.1
million after tax, or $
1.04
per diluted share), respectively.
(b)
Depreciation and amortization is included in income (loss) from construction operations.
(c)
During the three months ended June 30, 2025, the Company’s income (loss) from construction operations was impacted by favorable adjustments totaling $
28.0
million ($
20.3
million after tax, or $
0.38
per diluted share) due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a Civil segment mass-transit project in the Midwest.
32
Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Reportable Segments
(in thousands)
Civil
Building
Specialty
Contractors
Total
Corporate
Consolidated
Total
Six Months Ended June 30, 2026
Total revenue
$
1,625,762
$
1,104,925
$
480,058
$
3,210,745
$
—
$
3,210,745
Elimination of intersegment revenue
(
111,881
)
(
72,359
)
—
(
184,240
)
—
(
184,240
)
Revenue from external customers
$
1,513,881
$
1,032,566
$
480,058
$
3,026,505
$
—
$
3,026,505
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations
$
1,256,220
$
957,909
$
444,395
$
2,658,524
$
2,070
$
2,660,594
General and administrative expenses
(a)
45,404
27,035
29,375
101,814
87,180
188,994
Income (loss) from construction operations
$
212,257
$
47,622
$
6,288
$
266,167
(b)
$
(
89,250
)
$
176,917
Capital expenditures
$
37,144
$
471
$
2,759
$
40,374
$
11,298
$
51,672
Depreciation and amortization
(c)
$
18,726
$
1,052
$
1,275
$
21,053
$
634
$
21,687
Six Months Ended June 30, 2025
Total revenue
$
1,429,618
$
974,359
$
354,220
$
2,758,197
$
—
$
2,758,197
Elimination of intersegment revenue
(
85,390
)
(
52,493
)
—
(
137,883
)
—
(
137,883
)
Revenue from external customers
$
1,344,228
$
921,866
$
354,220
$
2,620,314
$
—
$
2,620,314
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations
$
1,078,890
$
862,880
$
348,113
$
2,289,883
$
35
$
2,289,918
General and administrative expenses
(a)
45,623
26,077
31,234
102,934
85,707
188,641
Income (loss) from construction operations
$
219,715
$
32,909
$
(
25,127
)
$
227,497
(d)
$
(
85,742
)
$
141,755
Capital expenditures
$
51,408
$
1,538
$
2,100
$
55,046
$
1,894
$
56,940
Depreciation and amortization
(c)
$
21,768
$
1,070
$
1,275
$
24,113
$
1,362
$
25,475
____________________________________________________________________________________________________
(a)
General and administrative expenses for the six months ended June 30, 2026 and 2025 included share-based compensation expense of $
57.9
million ($
56.9
million after tax, or $
1.06
per diluted share) and $
62.0
million ($
61.5
million after tax, or $
1.16
per diluted share), respectively.
(b)
During the six months ended June 30, 2026, the Company’s income (loss) from construction operations was impacted by an unfavorable adjustment of $
16.4
million ($
12.3
million attributable to the Company and $
8.9
million after tax, or $
0.17
per diluted share) on a Civil segment mass-transit project in California primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors, as well as other temporary impacts related to unapproved change orders.
(c)
Depreciation and amortization is included in income (loss) from construction operations.
(d)
During the six months ended June 30, 2025, the Company’s income (loss) from construction operations was impacted by favorable adjustments totaling $
28.0
million ($
20.3
million after tax, or $
0.38
per diluted share) due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a Civil segment mass-transit project in the Midwest.
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TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Total assets by segment were as follows:
(in thousands)
As of June 30,
2026
As of December 31,
2025
Civil
$
4,817,318
$
4,348,288
Building
1,419,946
1,354,282
Specialty Contractors
480,665
397,750
Corporate and other
(a)
(
1,356,787
)
(
939,898
)
Total assets
$
5,361,142
$
5,160,422
____________________________________________________________________________________________________
(a)
Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.
Geographic Information
Information concerning principal geographic areas is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Revenue:
United States
$
1,486,493
$
1,233,387
$
2,753,463
$
2,341,093
Foreign and U.S. territories
150,554
140,294
273,042
279,221
Total revenue
$
1,637,047
$
1,373,681
$
3,026,505
$
2,620,314
(in thousands)
As of June 30,
2026
As of December 31,
2025
Assets:
United States
$
4,743,863
$
4,604,866
Foreign and U.S. territories
617,279
555,556
Total assets
$
5,361,142
$
5,160,422
Major Customers
Revenue from a single customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represent
e
d
10.2
% and
11.6
%
of the Company’s consolidated revenue for the three and six months ended June 30, 2026, respectively, and
15.3
%
and
15.4
%
of the Company’s consolidated revenue for the three and six months ended
June 30, 2025, respectively. Revenue from an additional customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented
14.4
% and
13.5
% of the Company’s consolidated revenue for the
three and six
months ended June 30, 2026, respectively, and
10.2
% of the Company’s consolidated revenue for the six months ended June 30, 2025.
Reconciliation of Segment Information to Consolidated Amounts
A reconciliation of segment results to the consolidated income before income taxes is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Income from construction operations
$
117,735
$
76,430
$
176,917
$
141,755
Other income, net
10,833
6,204
21,559
10,892
Interest expense
(
13,720
)
(
13,588
)
(
27,117
)
(
27,940
)
Income before income taxes
$
114,848
$
69,046
$
171,359
$
124,707
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Table of Contents
TUTOR PERINI CORPORATION AND SUBSIDIARIES
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial position as of June 30, 2026 and the results of our operations for the three and six months ended June 30, 2026 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10‑K for the year ended December 31, 2025, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025 and in Part II, Item 1A below.
Forward-Looking Statements
This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statement that refers to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events, outcomes or circumstances, or the timing of those events, outcomes or circumstances, is a forward-looking statement. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, but are not limited to, the following:
•
Revisions of estimates of contract risks, revenue or costs;
•
Unfavorable outcomes of existing or future litigation or dispute resolution proceedings against us or customers (project owners, developers, general contractors, etc.), subcontractors or suppliers, as well as failure to promptly recover significant working capital invested in projects subject to such matters;
•
Contract requirements to perform extra work beyond the initial project scope, which has and in the future could result in disputes or claims and adversely affect our working capital, profits and cash flows;
•
Economic factors, such as inflation, tariffs, the timing of new awards, or the pace of project execution, which have resulted and may continue to result in losses or lower than anticipated profit;
•
Risks and other uncertainties associated with estimates and assumptions used to prepare our financial statements;
•
A significant slowdown or decline in economic conditions, such as those presented during a recession;
•
Failure to meet contractual schedule requirements, which could result in higher costs and reduced profits or, in some cases, exposure to financial liability for liquidated damages and/or damages to customers, as well as damage to our reputation;
•
Decreases or delays in the level of federal, state and local government spending for infrastructure and other public projects;
•
Possible systems and information technology interruptions and breaches in data security and/or privacy;
•
Risks related to our international operations, such as uncertainty of U.S. government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, labor conditions and other unforeseeable events in countries where we do business, which could adversely affect our revenue and earnings;
•
The impact of inclement weather conditions, disasters and other catastrophic events outside of our control;
•
Risks related to government contracts (including government shutdowns and funding considerations) and related procurement regulations;
•
Inability to attract and retain our key officers, and to adequately plan for their succession, and hire and retain personnel required to execute and perform on our contracts;
•
Failure of our joint venture partners to perform their venture obligations, which could impose additional financial and performance obligations on us, resulting in reduced profits or losses and/or reputational harm;
•
Client cancellations of, delays in, or reductions in scope under contracts reported in our backlog, as well as prospective project opportunities, including as a result of government-related mandates;
•
Increased competition and failure to secure new contracts;
35
Table of Contents
•
Significant fluctuations in the market price of our common stock, which could result in substantial losses for shareholders and potentially subject us to securities litigation;
•
Violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;
•
Public health crises, such as COVID-19, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections;
•
An inability to obtain bonding could have a negative impact on our operations and results;
•
Failure to meet our obligations under our debt agreements;
•
We cannot guarantee the timing, amount, or payment of dividends on our common stock or that we will repurchase our common stock pursuant to our stock repurchase program;
•
Downgrades in our credit ratings;
•
The exertion of influence over the Company by our executive chairman due to his position and significant ownership interests;
•
Impairment of goodwill or other indefinite-lived intangible assets;
•
Physical and regulatory risks related to climate change; and
•
Other factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10‑K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”).
Executive Overview
Operating Results
Consolidated revenue for the three and six months ended June 30, 2026 was $1.6 billion and $3.0 billion, up 19.2% and 15.5% respectively, compared to $1.4 billion and $2.6 billion for the same periods in 2025. The Company's revenue for the second quarter of 2026 was the highest of any quarter ever, and revenue for the first six months of 2026 also set a new record for the first half of any year. The Civil segment's revenue also set records for these same periods. The Company experienced strong growth across all three segments in the second quarter and through the first six months of 2026 compared to the same periods last year, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects that have significant scope of work remaining. These projects are in the early stages and are expected to ramp up substantially over the next few years.
Income from construction operations for the three months ended June 30, 2026 was a record $117.7 million, up 54.0% compared to $76.4 million for the same period in 2025, and the highest result of any quarter ever. The substantial increase was primarily driven by contributions associated with the increased project execution activities discussed above, as well as a significant decrease of $27.5 million in share-based compensation expense compared to the same period of 2025. The decrease in share-based compensation expense was primarily due to the absence of certain liability-classified awards that vested at the end of 2025.
Income from construction operations for the six months ended June 30, 2026 was a record $176.9 million, up 24.8% compared to $141.8 million for the same period in 2025. The increase was primarily driven by contributions associated with the increased project execution activities discussed above.
Income tax expense was $30.8 million and $47.8 million for the three and six months ended June 30, 2026, respectively, compared to $22.0 million and $34.9 million for the same periods in 2025. See
Corporate, Tax and Other Matters
below for a discussion of the change in the effective tax rate.
Diluted earnings per common share for the three and six months ended June 30, 2026 was $1.23 and $1.71, respectively, compared to $0.38 and $0.90 for the same periods in 2025. Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes s
hare-based compensation expense (and the associated tax benefit),
for the three and six months ended June 30, 2026 was $1.74 and $2.77, respectively, compared to $1.41 and $2.06 for the same periods in 2025. The strong increase in diluted earnings per common share for both periods was primarily due to the factors discussed above that resulted in the change in income from construction operations. The strong increase in adjusted diluted earnings per common share reflects the same factors discussed above, excluding the impact of share-based compensation expense. Refer to the
Non-GAAP Financial Measures
section below for further information and a reconciliation of the Company's financial results reported under generally accepted accounting principles in the United States (“GAAP”) to the reported adjusted results.
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Table of Contents
As discussed further in
Liquidity and Capital Resources
below
,
as of July 2, 2026, the Company completed the refinancing of its senior notes and entered into an amendment and restatement of its existing revolving credit facility, which, among other things, extended debt maturities, is expected to significantly reduce future interest expense, more than doubles the size of its available revolving credit facility and provides for meaningfully improved terms.
Consolidated new awards for the three and six months ended June 30, 2026 totaled $1.7 billion and $2.3 billion, respectively, compared to $3.1 billion and $5.0 billion for the same periods in 2025. The decrease was merely due to the timing of project awards, as the Company continues to see strong customer demand and a robust pipeline of bidding opportunities across its end markets. The Civil segment was the primary contributor to the new awards activity in the second quarter of 2026. The most significant new awards and contract adjustments in the second quarter of 2026 included a $652 million military facilities project in Guam; two military facility projects in Alaska collectively valued at $143 million; $130 million of additional funding for a healthcare facility project in Texas; a $114 million education facility project in Mississippi; and a $106 million bridge project in Minnesota. The Company has been successful in winning its share of major new project opportunities over the past several years due to a combination of its strategic bidding approach and favorable market dynamics, including limited competition in select markets for some of the larger projects. This environment, which is supported by strong public funding and demand, has allowed the Company to differentiate itself and deliver compelling proposals that align with the customer’s goals and expectations. The Company expects that this environment will continue for the foreseeable future.
Consolidated backlog as of June 30, 2026 was $19.9 billion, up slightly compared to $19.8 billion at the end of the first quarter of 2026, and down 6% compared to $21.1 billion at the end of the second quarter of 2025. As of June 30, 2026, the mix of backlog by segment was approximately 50% for Civil, 35% for Building and 15% for Specialty Contractors.
The following table presents the Company’s backlog by business segment, reflecting changes from December 31, 2025 to June 30, 2026:
(in millions)
Backlog at
December 31, 2025
New
Awards
(a)
Revenue
Recognized
Backlog at
June 30, 2026
(b)
Civil
$
10,153.7
$
1,194.3
$
(1,513.9)
$
9,834.1
Building
7,333.4
702.5
(1,032.5)
7,003.4
Specialty Contractors
3,072.7
431.0
(480.1)
3,023.6
Total
$
20,559.8
$
2,327.8
$
(3,026.5)
$
19,861.1
____________________________________________________________________________________________________
(a)
New awards consist of the original contract price of projects added to backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.
(b)
Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 3 of the Notes to Condensed Consolidated Financial Statements. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog may include awards for which a contract has not yet been executed or a notice to proceed has not yet been issued, but for which there are no remaining major uncertainties that we will proceed with our work on the project (e.g., adequate funding is in place, we have received a notice of intent to award a contract, etc.).
With respect to potential concerns regarding the U.S. government’s scrutiny of federal funding for certain projects, as well as varying tariff policies that have been and may continue to be implemented, the Company does not anticipate any significant impacts to its business related to these factors. Most of the Company’s major projects are funded at the state or local level, or with some combination of federal, state and local funding. For projects that are wholly or partially funded with federal dollars, the funding for those projects has already been committed and/or those projects are strategically important to the United States. Despite this, there have been, and there may in the future be, occasions where even previously authorized and committed funding is withheld by the government, which could delay the progress of certain projects or the awards of new projects. The Company does not anticipate any material adverse impacts to its financial results as the result of such temporary project delays.
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Table of Contents
Specifically related to potential tariff impacts, the Company utilizes a pre-award and post-award strategy. As part of its pre-award strategy, the Company’s detailed estimating process includes consideration of anticipated cost increases over the performance period of the contract, as well as additional contingencies to address other potential incremental costs related to unforeseen risks. Prior to its bid or proposal submission, the Company also works to negotiate favorable contract provisions that provide entitlement for certain compensable events, which may include price escalation and allowances. Once the project is awarded, the Company’s strategy shifts to entering into purchase orders or “buy-outs” of materials, such as steel and concrete, as well as large pieces of equipment at the onset of projects, which mitigate the risk of future equipment and commodity price increases by passing that risk to vendors. Also at that time, the Company enters into fixed-price contracts with its key project subcontractors whereby the risk of unforeseen escalation is transferred to the subcontractors. The Company benefits from its long-term relationships with key suppliers, vendors and subcontractors, which minimize supply chain disruptions that could arise as a result of tariffs. While the Company believes this strategy appropriately mitigates the current risk of potential tariff impacts, there could be other unforeseen future developments. The Company will continue to monitor and assess its exposure to the economic environment.
The outlook for the Company’s revenue growth over the next several years remains highly favorable due to strong new award bookings of large, long-duration projects over the past several years, as well as other new awards that are expected to be booked in the future. The Company continues to have significant project bidding opportunities this year and beyond, particularly in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast, and remains well positioned to continue winning its share of new projects. Overall, the Company's pipeline of potential projects over the next three to four years totals more than $200 billion, which is approximately three times larger than the pipeline from just a couple of years ago. Many of these prospects are expected to bid over the next one to two years. Furthermore, the Company has certain building projects, mostly in the healthcare, education, and hospitality and gaming sectors, that are in the preconstruction phase. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years. Many of the Company’s newer projects are design-build projects that have an initial six- to eighteen-month design phase during which smaller revenue and earnings are generated prior to the start of a multi-year construction phase that generates substantially larger revenue and earnings. We anticipate that we will continue to win our share of significant new project awards resulting from long-term, well-funded capital spending plans by various state, local and federal customers, as well as limited competition for many of the larger project opportunities.
Nationally, support for transportation-related ballot measures has remained high over the last decade. Since 2014, voters in 43 states approved 84 percent of nearly 3,000 state and local measures on general election ballots. The largest of these was in Los Angeles County, where in 2016 Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. Funding from this measure is supporting, and is expected to continue to support, several of the Company’s current and prospective projects. More recently, in the November 2024 elections, voters approved 77 percent of 370 transportation funding measures on state and local ballots throughout the country. These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure.
The Bipartisan Infrastructure Law was enacted into law in November 2021 and provided for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The Bipartisan Infrastructure Law initiated the largest federal investment in public transit ever, the single largest dedicated bridge investment since the construction of the interstate highway system and the largest federal investment in passenger rail since the creation of Amtrak, all in addition to providing for regular annual spending for numerous infrastructure projects. This significant incremental funding is anticipated to be spent over the 10 years from its enactment through 2031, and much of it is allocated for investment in end markets that are directly aligned with our market focus. Accordingly, we believe that this significant funding has benefited, and will continue to favorably impact, our current work and prospective opportunities over the next several years. While the current funding window for the Bipartisan Infrastructure Law closes on September 30, 2026, we believe that Congress recognizes the long-term nature of infrastructure projects. Congress is currently engaged in the legislative process to secure future funding beyond that date through the BUILD America 250 Act (H.R. 8870), a major $580 billion bipartisan surface transportation reauthorization bill. The final amount and composition of future funding from this bill is yet to be determined. Overall, our major projects are less reliant on federal funding provided by the Bipartisan Infrastructure Law (and its successors) than on the more substantial state and local funding that has historically supported, and is expected to continue supporting, such projects. In addition, various existing projects and future project opportunities in Guam and the Indo-Pacific region are being funded by the U.S. government’s Pacific Deterrence Initiative, which provides substantial multi-year funding to support significant improvements that enhance the U.S. military’s infrastructure and readiness. Finally, there are various large infrastructure projects across the U.S. for which future funding may be provided, in part or entirely, through public-private partnership (P3) arrangements, which would include mostly private capital investments.
38
Table of Contents
For a more detailed discussion of the operating performance of each business segment, corporate general and administrative expenses and other items, see
Results of Segment Operations
,
Corporate, Tax and Other Matters
and
Liquidity and Capital Resources
below.
Non-GAAP Financial Measures
To supplement our unaudited Condensed Consolidated Financial Statements presented under GAAP, we are presenting certain non-GAAP financial measures.
These non-GAAP financial measures exclude items that are not reflective of ongoing business operations, including share-based compensation expense for the three and six months ended June 30, 2026 and 2025 (as well as the associated tax benefit), and for the second half of 2026, adjustments will also include certain pension settlement, debt extinguishment and refinancing costs (as well as the associated tax impacts).
These non-GAAP financial measures are intended to provide additional insights that facilitate the comparison of our past and present performance, and they are among the indicators management uses to assess the Company’s financial performance and to forecast future performance. By presenting these non-GAAP financial measures, we aim to provide investors and stakeholders with a clearer understanding of our operating results and enhance transparency with respect to the key financial metrics used by our management in its financial and operational decision-making.
These non-GAAP financial measures consist of
adjusted net income attributable to the Company and adjusted diluted earnings per share. We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by
fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company’s common stock. By adjusting for share-based compensation, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. Our non-GAAP measures are intended to offer a consistent basis for evaluating the Company’s performance, which management believes is meaningful to stakeholders.
The non-GAAP financial measures included in this Quarterly Report on Form 10‑Q as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis.
Reconciliations of these non-GAAP financial measures are found in the table below:
Reconciliation of Non-GAAP Financial Measures
Three Months Ended June 30,
Six Months Ended June 30,
(in millions, except per common share amounts)
2026
2025
2026
2025
Net income attributable to Tutor Perini Corporation, as reported
$
65.7
$
20.0
$
91.4
$
48.0
Plus: Share-based compensation expense
(a)
27.9
55.4
57.9
62.0
Less: Tax benefit provided on share-based compensation expense
(0.6)
(0.3)
(1.0)
(0.5)
Adjusted net income attributable to Tutor Perini Corporation
$
93.0
$
75.1
$
148.3
$
109.5
Diluted earnings per common share, as reported
$
1.23
$
0.38
$
1.71
$
0.90
Plus: Share-based compensation expense impact per diluted share
0.52
1.04
1.08
1.17
Less: Tax benefit provided on share-based compensation expense per diluted share
(0.01)
(0.01)
(0.02)
(0.01)
Adjusted diluted earnings per common share
$
1.74
$
1.41
$
2.77
$
2.06
___________________________________________________________________________________________________
(a)
The amount represents share-based compensation expense recorded during the three and six months ended June 30, 2026 and 2025. This includes expense associated with certain long-term incentive compensation awards that have payouts indexed to the Company’s common stock. As such, significant fluctuations in the price of the Company’s common stock during any reporting period have caused and could continue to cause significant fluctuations in the reported expense.
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Table of Contents
Results of Segment Operations
The results of our Civil, Building and Specialty Contractors segments are discussed below.
Civil Segment
Revenue and income from construction operations for the Civil segment are summarized as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in millions)
2026
2025
2026
2025
Revenue
$
816.2
$
734.2
$
1,513.9
$
1,344.2
Income from construction operations
124.5
140.1
212.3
219.7
Revenue for the three and six months ended June 30, 2026 set all-time records for each respective period and increased 11.2% and 12.6%, respectively, compared to the same periods in 2025. For both periods of 2026, the growth was primarily due to increased project execution activities on two large mass-transit projects and a tunneling project in the Northeast, all of which have substantial scope of work remaining.
Income from construction operations for the three months ended June 30, 2026 was $124.5 million compared to $140.1 million for the same period in 2025. The decrease for the second quarter of 2026 was primarily due to the absence of a prior-year favorable adjustment of $28.0 million related to the settlement of certain change orders, as well as changes in estimates due to improved performance on a mass-transit project in the Midwest. The decrease was mostly offset by contributions associated with the increased current-year project execution activities discussed above.
Income from construction operations for the six months ended June 30, 2026 was $212.3 million compared to $219.7 million for the same period in 2025. The six-month period of 2026 was impacted by the same factors discussed above for the second quarter of 2026, including strong contributions associated with the aforementioned increased project execution activities. The first six months of 2026 was also impacted by an unfavorable adjustment of $16.4 million in the first quarter of 2026 on a mass-transit project in California, primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors, as well as other temporary impacts related to unapproved change orders.
Operating margin was 15.3% and 14.0%, respectively, for the three and six months ended June 30, 2026 compared to 19.1% and 16.3% for the same periods in 2025. The change in operating margins was principally due to the above-mentioned factors that drove the changes in revenue and income from construction operations.
New awards and contract adjustments in the Civil segment totaled $1.0 billion and $1.2 billion for the three and six months ended June 30, 2026, respectively, compared to $2.2 billion and $3.7 billion for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included a $652 million military facilities project in Guam and a $106 million bridge project in Minnesota. The most significant new awards and contract adjustments in the second quarter of 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; two civil works projects in the Midwest collectively valued at $127 million; and $90 million of additional funding for a mass-transit project in California.
Backlog for the Civil segment was $9.8 billion as of June 30, 2026,
down 11.9% compared to
$11.2 billion
as
of June 30, 2025
. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, and supported by substantial anticipated funding from various voter-approved state and local transportation measures, the Bipartisan Infrastructure Law, and by public agencies’ long-term spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects later this year and over the next several years, with the majority of near-term opportunities in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast.
Building Segment
Revenue and income from construction operations for the Building segment are summarized as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in millions)
2026
2025
2026
2025
Revenue
$
559.6
$
462.1
$
1,032.5
$
921.9
Income from construction operations
31.3
22.5
47.6
32.9
40
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Revenue for the three and six months ended June 30, 2026 increased 21.1% and 12.0%, respectively, compared to the same periods in 2025. For both periods of 2026, the growth was primarily due to increased project execution activities on two large detention facility projects in New York and a large healthcare facility project in California, all of which have significant scope of work remaining.
Income from construction operations for the three and six months ended June 30, 2026 was $31.3 million and $47.6 million, up 39.3% and 44.7% respectively, compared to $22.5 million and $32.9 million for the same periods in 2025. The strong increase for both periods of 2026 was primarily due to higher-margin contributions related to the increased project execution activities discussed above.
Operating margin was 5.6% and 4.6% for the three and six months ended June 30, 2026, respectively, compared to 4.9% and 3.6% for the same periods in 2025. The increased operating margins were principally due to the above-mentioned factors that drove the increase in income from construction operations.
New awards and contract adjustments in the Building segment totaled $350.5 million and $702.5 million for the three and six months ended June 30, 2026, respectively, compared to $664.0 million and $806.1 million for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included two military facility projects in Alaska collectively valued at $143 million and a $114 million education facility project in Mississippi.
Backlog for the Building segment was $7.0 billion as of June 30, 2026 compared to $6.9 billion as of June 30, 2025. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets, including healthcare, education, transportation, industrial/manufacturing, and hospitality and gaming. In addition, there are certain healthcare, education, and hospitality and gaming projects underway that are in the preconstruction phase, with only a small portion of their full anticipated value included in our reported backlog. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years.
Specialty Contractors Segment
Revenue and income (loss) from construction operations for the Specialty Contractors segment are summarized as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in millions)
2026
2025
2026
2025
Revenue
$
261.3
$
177.4
$
480.1
$
354.2
Income (loss) from construction operations
5.7
(18.0)
6.3
(25.1)
Revenue for the three and six months ended June 30, 2026 increased 47.3% and 35.5%, respectively, compared to the same periods in 2025. The strong growth for both periods of 2026 was primarily due to increased project execution activities on various newer projects across diverse end markets, including the segment’s role in supporting the electrical and mechanical components of several of the Company's newer megaprojects and a healthcare facility in Texas. Many of these projects are in the early stages and are expected to ramp up substantially over the next few years.
Income from construction operations for the three and six months ended June 30, 2026 was $5.7 million and $6.3 million, respectively, compared to a loss from construction operations of $18.0 million and $25.1 million for the same periods of 2025. The significant improvement for both periods of 2026 was primarily due to contributions related to the increased project execution activities discussed above, as well as the absence of certain prior-year unfavorable adjustments totaling $14.6 million related to the settlement of certain legacy claims in the Northeast in the second quarter of 2025, none of which were individually material.
Operating margin was 2.2% and 1.3% for the three and six months ended June 30, 2026, respectively, compared to (10.2)% and (7.1)% for the same periods in 2025. The operating margin improvements were principally due to the aforementioned factors that drove the increases in revenue and income (loss) from construction operations.
New awards and contract adjustments in the Specialty Contractors segment totaled $309.8 million and $431.0 million for the three and six months ended June 30, 2026, respectively, compared to $181.0 million and $547.7 million for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included $130 million of additional funding for a healthcare facility project in Texas.
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Table of Contents
Backlog for the Specialty Contractors segment was $3.0 billion as of June 30, 2026, level with $3.0 billion as of June 30, 2025. The Specialty Contractors segment continues to be primarily focused on servicing the Company’s current and prospective large Civil and Building segment projects, particularly in the Northeast and California. Approximately two-thirds of the segment’s backlog represents electrical and mechanical projects that are being performed for the Civil and Building segments. We believe that the segment remains well-positioned to continue capturing its share of other new projects.
Corporate, Tax and Other Matters
Corporate General and Administrative Expenses
Corporate general and administrative expenses were $41.7 million and $87.2 million during the three and six months ended June 30, 2026, respectively, compared to $68.1 million and $85.7 million for the same periods in 2025. The decrease in corporate general and administrative expenses in the second quarter of 2026 compared to 2025 was primarily due to lower share-based compensation expense. The decrease in share-based compensation expense was primarily driven by the absence of certain liability-classified awards that vested at the end of 2025. Liability-classified awards are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings. The Company currently projects a decrease in share-based compensation expense over the remainder of 2026 as compared to 2025, and a much more significant decrease in 2027 as certain such awards have vested and most of the remaining liability-classified awards will vest by the end of 2026. After the Company’s shareholders approved additional shares under the Plan in May 2025, the Company stopped awarding liability-classified, long-term incentive compensation awards, which will help to reduce future earnings volatility.
Other Income, Net, Interest Expense and Income Tax Expense
Three Months Ended June 30,
Six Months Ended June 30,
(in millions)
2026
2025
2026
2025
Other income, net
$
10.8
$
6.2
$
21.6
$
10.9
Interest expense
(13.7)
(13.6)
(27.1)
(27.9)
Income tax expense
(30.8)
(22.0)
(47.8)
(34.9)
Other income, net, for the three and six months ended June 30, 2026 increased $4.6 million and $10.7 million, respectively, compared to the same periods in 2025.
Interest expense for the three and six months ended June 30, 2026 increased $0.1 million and decreased $0.8 million, respectively, compared to the same periods in 2025. As a result of the refinancing of its senior notes completed on July 2, 2026, discussed further in
Liquidity and Capital Resources
below, the Company expects annualized cash interest expense savings of $21.0 million.
The Company recognized income tax expense of $30.8 million and $47.8 million for the three and six months ended June 30, 2026 resulting in an effective income tax rate of 26.8% and 27.9%, respectively. The effective income tax rate for the three and six months ended June 30, 2026 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.
The Company recognized income tax expense of $22.0 million and $34.9 million for the three and six months ended June 30, 2025 resulting in an effective income tax rate of 31.8% and 28.0%, respectively. The effective income tax rate for the three and six months ended June 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.
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Table of Contents
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 $170.0 million as of June 30, 2026 (increased to $350.0 million effective July 2, 2026, as discussed further below in
Debt
), which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of June 30, 2026, will be sufficient to fund working capital needs, dividends, share repurchases, and debt maturities for the next 12 months and beyond. We generated a record amount of operating cash in the first six months of 2026, as discussed below in
Cash and Working Capital
. We expect strong operating cash flow to continue in the second half of 2026 and beyond, both from project execution activities and the resolution of outstanding claims and change orders. In addition, over the next two years we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes. We also explore repayments or refinancings of our outstanding indebtedness and share repurchases from time to time based on our cash needs, credit strength and market conditions.
As discussed further in
Debt
below
,
as of July 2, 2026, we completed the refinancing of our senior notes and entered into an amendment and restatement of our existing revolving credit facility, which, among other things, extends debt maturities, is expected to significantly reduce future interest expense, more than doubles the size of our available revolving credit facility and provides for meaningfully improved terms.
Cash and Working Capital
Cash and cash equivalents were $938.2 million as of June 30, 2026 compared to $734.6 million as of December 31, 2025. Cash immediately available for general corporate purposes was $423.5 million and $270.7 million as of June 30, 2026 and December 31, 2025, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $277.8 million as of June 30, 2026 compared to $264.6 million as of December 31, 2025. Restricted cash and restricted investments at June 30, 2026 were primarily held to secure insurance-related contingent obligations and deposits.
During the six months ended June 30, 2026
, net cash provided by operating activities
w
as $334.1 million, the largest result for the first six months of any year. The record operating cash flow for the first six months of 2026 was driven by higher volume and strong execution and collections on profitable projects. During the six months ended June 30, 2025, net cash provided by operating activities was $285.3 million. The net cash provided by operating activities for the 2025 period was primarily due to advanced payments on newer projects for mobilization and other initial project costs and collections related to dispute resolutions.
Cash flow from operating activities for the first six months of 2026 increased $48.9 million compared to the same period in 2025. The increase in cash flow from operating activities for the first six months of 2026 compared to 2025 primarily reflects a larger decrease in net project working capital in the current period compared to the prior-year period, as well as higher cash provided by earnings sources in the 2026 period. The decrease in net project working capital in the 2026 period was primarily due to current-year decreases in accounts receivable and other current assets compared to increases last year, partially offset by a smaller current-year increase in billings in excess of costs and estimated earnings compared to the prior-year period and a slight increase in costs and estimated earnings in excess of billings in the current-year period compared to a decrease last year.
Net cash used in investing activities du
ring the first six months of 2026 was
$91.7 million primarily due to the acquisition of property and equipment for projects (i.e., capital expenditures) totaling $51.7 million and net cash used in investment transactions of $44.2 million. Net cash used in investing activities during the first six months of 2025 was $67.7 million primarily due to the acquisition of property and equipment for projects totaling $56.9 million and other net cash used in investment transactions of $15.0 million
.
Net cash used in financing activities was $67.5 million for the first six months of 2026, which was primarily driven by payments of
$30.0 million
for the repurchase of common stock and
$13.2 million
for the repayment of debt. N
et cash used in financing activities was $134.7 million for the first six months of 2025, which was primarily driven by a $116.7 million net repayment of debt
.
At June 30, 2026, we had working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.29 and a ratio of debt to equity of 0.30, compared to working capital of $0.9 billion, a ratio of current assets to current liabilities of 1.27 and a ratio of debt to equity of 0.32 at December 31, 2025.
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Table of Contents
Debt
2026 Senior Notes Issuance and 2024 Senior Notes Redemption
On July 2, 2026, the Company issued $400.0 million in aggregate principal amount of 6.625% Senior Notes due July 15, 2033 (the “2026 Senior Notes”) in a private placement offering. Interest on the 2026 Senior Notes is payable in arrears semi-annually in January and July of each year, beginning in January 2027.
Prior to July 15, 2029, the Company may redeem the 2026 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture. In addition, prior to July 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the notes at a redemption price of 106.625% of their principal amount with the proceeds received by the Company from any offering of the Company’s equity. The Company may redeem the 2026 Senior Notes at redemption prices during the twelve-month periods beginning on July 15, 2029, July 15, 2030 and July 15, 2031 and thereafter of 103.313%, 101.656% and 100.0%, respectively, of the principal amount being redeemed. Upon a change of control, holders of the 2026 Senior Notes may require the Company to repurchase all or part of the 2026 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.
The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2026 Credit Agreement, as defined below. In addition, the indenture for the 2026 Senior Notes provides for customary cov
enants on restricting certain payments and includes customary events of default.
On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the 2024 Senior Notes. As a result, the Company will recognize debt extinguishment costs of approximately $51.4 million in the third quarter of 2026, consisting of $35.6 million for the redemption premium and $15.8 million of non-cash expense for the remaining unamortized discounts and issuance costs as of the extinguishment date. These debt extinguishment costs will be excluded from the Company’s adjusted diluted earnings per share, as discussed above in
Non-GAAP Financial Measures
.
2020 Credit Agreement and 2026 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provided for a $170.0 million (which was increased to $350.0 million following the effectiveness of the 2026 Credit Agreement on July 2, 2026, as described in further detail below) revolving credit facility (the “Revolver”), which was set to mature on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The 2020 Credit Agreement also originally provided for a $425.0 million term loan B facility (the “Term Loan B”), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provided the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 1.35 to 1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 3.50 to 1.00, and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio did not exceed 3.50 to 1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) was no less than 2.00 to 1.00. The balances of indebtedness used in the calculations of the First Lien Net Leverage Ratio and the Total Net Leverage Ratio included offsets for cash and cash equivalents available for general corporate purposes.
As of June 30, 2026, the Revolver had unused available borrowing capacity of $170.0 million, and the outstanding balance of the 2024 Senior Notes was $400.0 million.
Borrowings under the 2020 Credit Agreement bore interest at variable rates, which have increased since the latter part of 2022 due to changes in market conditions that resulted in increases in the Secured Overnight Financing Rate (“SOFR”) and the administrative agent’s prime lending rate. The Company had no borrowings under the Revolver during the six months ended June 30, 2026. At June 30, 2026, the borrowing rate on the Revolver w
as
10.0%
.
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The table below presents our actual and required First Lien Net Leverage ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis:
Trailing Four Fiscal Quarters Ended
June 30, 2026
Actual
Required
First lien net leverage ratio
(1.05) to 1.00
(a)
≤ 2.25 to 1.00
____________________________________________________________________________________________________
(
a) The ratio was negative because the Company’s cash and cash equivalents available for general corporate purposes exceeded secured Indebtedness, resulting in negative First Lien Net Indebtedness, both as defined in the 2020 Credit Agreement.
As of June 30, 2026, we were in compliance with the covenants under the 2020 Credit Agreement. As discussed below, effective July 2, 2026, this covenant was replaced with two new financial maintenance covenants. The Company is currently in compliance with these covenants and expects to remain in compliance.
On July 2, 2026, the Company entered into an amendment and restatement to the 2020 Credit Agreement (the “2026 Credit Agreement”) to, among other things, extend the maturity of the Revolver to July 2, 2031, increase the commitments under the Revolver from $170.0 million to $350.0 million, reduce the Adjusted Term SOFR margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio (compared to the previous range between 4.25% and 4.75% based on a First Lien Net Leverage Ratio) and eliminate the credit spread adjustment (10 basis points), reduce the base rate margin to a range between 0.75% and 1.50% based on a Total Net Leverage Ratio (compared to the previous range between 3.25% to 3.75% based on a First Lien Net Leverage Ratio), and replace the maximum First Lien Net Leverage Ratio financial maintenance covenant (of 2.25 to 1.00) with the following two new financial maintenance covenants: 1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and 2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00. For more information regarding the terms of our 2020 Credit Agreement and our 2026 Credit Agreement, refer to Note 10 of the Notes to Condensed Consolidated Financial Statements. The table below presents our actual and required financial maintenance covenants as of June 30, 2026 under the 2026 Credit Agreement, which are calculated on a rolling four-quarter basis:
Trailing Four Fiscal Quarters Ended
June 30, 2026
Actual
Required
Total net leverage ratio
(0.03) to 1.00
(a)
≤ 3.50 to 1.00
Interest coverage ratio
11.92 to 1.00
≥ 3.00 to 1.00
____________________________________________________________________________________________________
(
a) The ratio was negative because the Compa
ny’s cash and cash equivalents available for general corporate purposes exceeded Indebtedness, resulting in negative Total Net Indebtedness, both as defined in the 2026 Credit Agreement.
Dividends
Total dividends declared in the three and six months ended June 30, 2026 amounted to $3.3 million ($0.06 per share) and $6.7 million ($0.12 per share), respectively, including $0.2 million and $0.3 million, respectively of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.
Share Repurchase Program
In November 2025, the Company’s Board of Directors authorized a $200 million share repurchase program. Under this program, the Company plans to purchase outstanding common shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors and at such times and in amounts that the Company deems appropriate. During the three and six months ended June 30, 2026, the Company repurchased 137,374 and 414,952 shares of its common stock on the open market for $10 million and $30 million at an average price of $72.78 and $72.28 per share, respectively, under the repurchase program. As of June 30, 2026, $170 million of the authorization was available for repurchases.
Contractual Obligations
Except for the July 2, 2026 refinancing of our senior notes and the amendment and restatement of our existing revolving credit facility, as discussed further in
Debt
, there have been no material changes in our contractual obligations from those described in our Annual Report on Form 10‑K for the year ended December 31, 2025.
45
Table of Contents
Critical Accounting Policies and Estimates
There has been no material change in our significant accounting policies and estimates disclosed in Note 1 of the Notes to Consolidated Financial Statements and in Part II, Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in our exposure to market risk from that described in Part II, Item 7A of our Annual Report on Form 10‑K for the year ended December 31, 2025.
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10‑Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (a) were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC 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 Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
46
Table of Contents
PART II. –
OTHER INFORMATION
Item 1.
Legal Proceedings
In the ordinary course of our business, we are involved in various legal proceedings. We disclose information about certain pending legal proceedings pursuant to SEC rules and as we otherwise determine to be appropriate. For information on such pending matters, see Part I, Item 3 of our Annual Report on Form 10‑K for the year ended December 31, 2025, updated by Note 12 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10‑Q.
Item 1A.
Risk Factors
There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Share Repurchases
The following table is a summary of common share repurchase activities for the three months ended June 30, 2026.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(in millions)
April 1 - April 30, 2026
—
$
—
—
$
180
May 1 - May 31, 2026
—
$
—
—
$
180
June 1 - June 30, 2026
137,374
$
72.78
137,374
$
170
Total
137,374
$
72.78
137,374
$
170
On November 18, 2025, the Company announced that its Board of Directors authorized a share repurchase program totaling $200 million with no expiration date. Under the share repurchase program, the Company plans to purchase outstanding common shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors and at such times and in amounts that the Company deems appropriate.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to a Rule 10b5-1 plan or otherwise. The authorization for the share repurchase program may be terminated, increased or decreased by our Board of Directors at its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company’s common stock, other uses of capital and other factors.
Item 4.
Mine Safety Disclosures
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. We do not own or operate any mines; however, we may be considered a mine operator as defined under the Mine Act because we provide construction services to customers in the mining industry. For the quarter ended June 30, 2026, we do not have any mine safety violations or other regulatory matters to disclose pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.
Item 5.
Other Information
(c) Trading Plans
During the quarter ended June 30, 2026,
no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K)
.
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Table of Contents
Item 6. Exhibits
Exhibits
Description
4.1
Indenture, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 6, 2026)
.
10.1
Amended and Restated Credit Agreement, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein, BMO Bank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 6, 2026).
10.2*
Form of Executive Officer Restricted Stock Unit Award Agreement.
10.3*
Form of Executive Officer Performance Stock Unit Award Agreement.
10.4*
Tutor Perini Corporation Nonqualified Deferred Compensation Plan
.
10.5*
Second Amended and Restated Employment Agreement, dated as of
June
1
, 2026, by and between Tutor Perini Corporation and Ronald N. Tutor
.
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.
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 June 30, 2026, formatted in Inline XBRL (included as Exhibit 101).
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* Management contract or compensatory plan or arrangement
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Tutor Perini Corporation
Dated: August 5, 2026
By:
/s/ Ryan J. Soroka
Ryan J. Soroka
Executive Vice President and Chief Financial Officer
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