Tutor Perini Corporation
02/26/2026 | Press release | Distributed by Public on 02/26/2026 16:06
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Item 15. Exhibits and Financial Statement Schedulesin this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. For cautions about relying on such forward-looking statements, please refer to the section entitled Forward-Looking Statementsat the beginning of this Annual Report immediately prior to Item 1. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including, but not limited to, those discussed in Item 1A. Risk Factorsand elsewhere in this Annual Report.
Comparison of 2024 to 2023 Results
For a discussion comparing our 2024 results to our 2023 results, refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operationsin our Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025.
Executive Overview
Operating Results
Consolidated revenue for 2025 was $5.5 billion, up 28% compared to $4.3 billion for 2024. The Company experienced strong growth in all three segments in 2025, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects, all of which have significant scope of work remaining. These projects are in the early stages and are expected to ramp up substantially over the next several years.
Income from construction operations for 2025 was $232.0 million, a dramatic improvement compared to a loss from construction operations of $103.8 million for 2024. The increase in income from construction operations in 2025 was primarily due to contributions related to an overall net increase in project execution activities that totaled $172.1 million and a lower amount of net unfavorable adjustments in 2025 driven by changes in the estimate at completion for various projects, including: 1) impacts from improved productivity and efficiencies on certain projects, net of project charges, which had an aggregate net favorable impact of $104.3 million in 2025 compared to a net unfavorable impact of $36.4 million in 2024; 2) certain legal judgments or decisions that had net unfavorable impacts totaling $32.5 million in 2025 compared to $167.7 million in 2024; and 3) temporary aggregate negative project adjustments of $78.7 million in 2025 compared to $97.2 million in 2024 due to both the successful negotiation of significant lower margin (and lower risk) change orders and increases in unapproved work on various projects, the temporary impacts to earnings of which are expected to reverse themselves over the remaining lives of the projects. The improvement was partially offset by the impact of various settlements that had a net unfavorable impact of $61.8 million in 2025 compared to $45.8 million in 2024. The significant adjustments in 2025 and 2024 resulting from the above items are discussed in more detail in Results of Segment Operations.
Furthermore, income from construction operations for the year ended December 31, 2025 was negatively impacted by share-based compensation expense of $150.0 million compared to share-based compensation expense of $40.4 million in 2024. The increase in share-based compensation expense in 2025 was primarily due to a substantial increase of 176.9% in the Company's stock price during 2025, which impacted the fair value of liability-classified awards. These liability-classified awards are remeasured at fair value at the end of each reporting period with the change recognized in earnings. These types of awards were issued in past years as a short-term solution to deal with a depleted share pool under the Tutor Perini Corporation Omnibus Incentive Plan (the "Plan") and a low stock price. The Company currently projects a decrease in share-based compensation expense in 2026 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 issuing liability-classified, long-term incentive compensation awards, which will help to reduce future earnings volatility.
The effective income tax rate for 2025 was 30.0% compared to 29.3% for 2024. See Corporate, Tax and Other Mattersbelow for a discussion of the change in the effective tax rate.
Diluted earnings per common share for 2025 was $1.51 compared to diluted loss per common share of $3.13 for 2024. Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes share-based compensation expense (and the associated tax benefit) for 2025 was $4.29, compared to an adjusted diluted loss per common share of $2.37 for 2024. The improvement for 2025 was primarily due to the factors discussed above that resulted in the change in income (loss) from construction operations for such period. Refer to the Non-GAAP Financial Measuressection 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.
The Company generated record cash flow from operations of $748.1 million in 2025 largely driven by collections from newer and ongoing projects and, to a much lesser extent, from collections related to recent dispute resolutions. The Company utilized some of its cash flow from operations in 2025 to voluntarily prepay its outstanding Term Loan B debt of $121.9 million.
Consolidated new awards in 2025 were $7.4 billion compared to $12.8 billion in 2024. The Civil and Building segments were the primary contributors to the new awards activity in 2025. Significant new awards and contract adjustments in 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; the $1.18 billion Manhattan Tunnel project in New York; a healthcare facility project in California valued at approximately $1 billion; a $538 million healthcare project in California; $241 million of additional funding for the Apra Harbor Waterfront Repairs project in Guam; a $182 million military defense project in Guam; a $155 million education facility project in California; $131 million of additional funding for an electrical project in Texas; and another electrical project in Texas valued at more than $100 million. The Company has continued to be successful in winning its share of major new project opportunities 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 December 31, 2025 was $20.6 billion, up 10% compared to $18.7 billion as of December 31, 2024. As of December 31, 2025, the mix of backlog by segment was 49% for Civil, 36% for Building and 15% for Specialty Contractors, compared to 47% for Civil, 38% for Building and 15% for Specialty Contractors at the end of 2024.
Most projects in the Civil segment's backlog typically convert to revenue over a period of three to five years and in the Building and Specialty Contractors segments over a period of one to three years. Certain larger projects across all three segments may extend over a longer duration. We estimate that approximately $6 billion, or approximately 29%, of our backlog as of December 31, 2025 will be recognized as revenue in 2026.
The following table presents the changes in backlog in 2025:
| (in millions) | Backlog at December 31, 2024 |
New Awards
in 2025(a)
|
Revenue
Recognized
in 2025
|
Backlog at December 31, 2025(b)
|
||||||||||
| Civil | $ | 8,835.6 | $ | 4,164.9 | $ | (2,846.8) | $ | 10,153.7 | ||||||
| Building | 7,026.9 | 2,158.7 | (1,852.2) | 7,333.4 | ||||||||||
| Specialty Contractors | 2,811.4 | 1,105.3 | (844.0) | 3,072.7 | ||||||||||
| Total | $ | 18,673.9 | $ | 7,428.9 | $ | (5,543.0) | $ | 20,559.8 | ||||||
_____________________________________________________________________________________________________________
(a)New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.
(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 3 of the Notes to 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 and curtailment of federal funding for certain projects, as well as concerns about recent federal government shutdowns and varying new tariff policies that have been and may continue to be implemented, the Company does not currently 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 recently 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.
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 two years, as well as other new awards that are expected to be booked in the future. For example, the Company has certain building projects in California, 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 to three 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. Additionally, the Federal Reserve lowered interest rates in the fall of 2024 and further reduced rates in the second half of 2025, and some economists expect continued interest rate reductions in 2026, though the actual timing and extent of such rate reductions remains uncertain. Lower interest rates could result in additional demand for continued general construction spending.
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 decade. 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 work and is already engaged in the legislative process to secure future funding beyond that date, although the amount and composition of such future funding is yet to be determined. 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.
For a more detailed discussion of operating performance of each business segment, corporate general and administrative expenses and other items, see Results of Segment Operations, Corporate, Tax and Other Mattersand Liquidity and Capital Resourcesbelow.
Non-GAAP Financial Measures
To supplement our audited Consolidated Financial Statements presented under GAAP, we are presenting certain
non-GAAP financial measures. 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, which exclude share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 (as well as the tax benefit associated with the expense), consist of adjusted net income (loss) attributable to the Company and adjusted earnings (loss) 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 Annual Report on Form 10-K 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 | |||||||||||
|
Year Ended December 31,
|
|||||||||||
| (in millions, except per common share amounts) | 2025 | 2024 | 2023 | ||||||||
| Net income (loss) attributable to Tutor Perini Corporation, as reported | $ | 80.4 | $ | (163.7) | $ | (171.2) | |||||
|
Plus: Share-based compensation expense(a)
|
150.0 | 40.4 | 12.3 | ||||||||
| Less: Tax benefit provided on share-based compensation expense | (1.3) | (0.7) | (0.8) | ||||||||
| Adjusted net income (loss) attributable to Tutor Perini Corporation | $ | 229.1 | $ | (124.0) | $ | (159.7) | |||||
| Diluted earnings (loss) per common share, as reported | $ | 1.51 | $ | (3.13) | $ | (3.30) | |||||
| Plus: Share-based compensation expense impact per diluted share | 2.81 | 0.77 | 0.24 | ||||||||
| Less: Tax benefit provided on share-based compensation expense per diluted share | (0.03) | (0.01) | (0.02) | ||||||||
| Adjusted diluted earnings (loss) per common share | $ | 4.29 | $ | (2.37) | $ | (3.08) | |||||
(a)The amount represents share-based compensation expense recorded during the years ended December 31, 2025, 2024 and 2023. 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. The increase in the expense for the year ended December 31, 2025as compared to the prior-year periods was driven by the substantial increase in the price of the Company's stock during the 2025period.
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:
| Year Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Revenue | $ | 2,846.8 | $ | 2,118.9 | |||||||
| Income from construction operations | 390.9 | 138.3 | |||||||||
Revenue for 2025 increased 34% compared to 2024, and set a new record for the segment. The substantial growth was primarily due to increased project execution activities on certain newer, larger and higher-margin projects, all of which have substantial scope of work remaining.
Income from construction operations for 2025 increased $252.6 million compared to 2024, and also set a new record for the segment. The significant improvement was primarily due to contributions related to the increased project execution activities discussed above and the absence of certain prior-year net unfavorable adjustments. These prior-year net unfavorable adjustments included $101.6 million pertaining to an unexpected adverse arbitration decision on a legacy dispute related to a completed bridge project in California, which the Company is appealing; a temporary non-cash impact of $31.8 million for a project on the West Coast, which primarily resulted from significant changes that have been negotiated and carry lower margin (and lower risk) that reduced the project's percentage of completion and overall margin percentage; $17.4 million due to an unfavorable legal ruling on a completed highway project in Virginia; and $15.1 million due to changes in estimates on an otherwise profitable mass-transit project in California that is nearly complete, partially offset by a prior-year favorable adjustment of $18.4 million due to a settlement of a claim associated with a completed highway tunneling project in the western United States. The 2025 period was also impacted by certain largely offsetting adjustments, including favorable adjustments of $57.6 million that resulted from the settlement of certain change orders and changes in estimates due to improved performance and a favorable project closeout on a domestic mass-transit project, mostly offset by an unfavorable adjustment of $54.7 million due to the settlement of a legacy dispute related to a tunneling project in Canada.
Operating margin was 13.7% for 2025 compared to 6.5% in 2024. The increase in operating margin for 2025 was primarily due to the above-mentioned factors that drove the increases in revenue and income from construction operations.
New awards and contract adjustments in the Civil segment totaled $4.2 billion in 2025 compared to $6.7 billion in 2024. Significant new awards and contract adjustments in 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; the $1.18 billion Manhattan Tunnel project in New York; $241 million of additional funding for the Apra Harbor Waterfront Repairs project in Guam; and a $182 million military defense project in Guam.
New awards and contract adjustments in 2024 included the $1.66 billion City Center Guideway and Stations project in Hawaii; the $1.13 billion Newark AirTrain Replacement project in New Jersey; the $1.1 billion Kensico-Eastview Connection Tunnel project in New York; the Civil segment's share of both the $3.76 billion Manhattan Jail project and the $2.95 billion Brooklyn Jail project, both in New York; $479 million of additional funding for certain mass-transit projects in California; $331 million for the Apra Harbor Waterfront Repairs project in Guam; and the Company's proportionate share of the $1.3 billion Connecticut River Bridge Replacement project in Connecticut.
Backlog for the Civil segment was $10.2 billion as of December 31, 2025, up 15% compared to $8.8 billion as of December 31, 2024. 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, with the majority of near-term opportunities on the West Coast, in the Midwest, the Northeast, and the Indo-Pacific region.
Building Segment
Revenue and income (loss) from construction operations for the Building segment are summarized as follows:
| Year Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Revenue | $ | 1,852.2 | $ | 1,617.6 | |||||||
| Income (loss) from construction operations | 58.2 | (24.1) | |||||||||
Revenue for 2025 increased 15% compared to 2024, 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 substantial scope of work remaining.
Income from construction operations for 2025 was $58.2 million compared to a loss of $24.1 million for 2024. The significant improvement was principally due to contributions related to the increased project execution activities discussed above and the absence of certain prior-year unfavorable adjustments, including $25.9 million on a completed government building project in Florida primarily due to increased costs associated with external subcontractors and resolution of certain delay change orders and $20.0 million associated with the settlement of a legacy dispute related to a completed government facility project in Florida.
Operating margin was 3.1% in 2025 compared to (1.5)% in 2024. The increase in operating margin was driven by the above-mentioned factors that drove the increases in revenue and income (loss) from construction operations.
New awards and contract adjustments in the Building segment totaled $2.2 billion in 2025 compared to $4.5 billion in 2024. Significant new awards and contract adjustments in 2025 included a healthcare facility project in California valued at approximately $1 billion; a $538 million healthcare project in California; and a $155 million education facility project in California. Certain Building segment end markets, such as healthcare, education, industrial/manufacturing, and hospitality and gaming, continue to demonstrate strong demand for new and renovated facilities.
New awards and contract adjustments in 2024 included the Building segment's portion of the $3.76 billion Manhattan Jail project in New York (which includes a substantial amount of electrical and mechanical scope of work that will be performed by the Specialty Contractors segment); a $1.4 billion healthcare campus project in California; $449 million for two healthcare facility projects in California; and a $229 million airport terminal connectors project at Fort Lauderdale-Hollywood International Airport in Florida.
Backlog for the Building segment was $7.3 billion as of December 31, 2025, up 4% compared to $7.0 billion as of December 31, 2024. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations. In addition, there are certain healthcare, education, and hospitality and gaming projects underway in California 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 to three years.
Specialty Contractors Segment
Revenue and loss from construction operations for the Specialty Contractors segment are summarized as follows:
| Year Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Revenue | $ | 844.0 | $ | 590.4 | |||||||
| Loss from construction operations | (7.5) | (103.3) | |||||||||
Revenue for 2025 increased 43% compared to 2024, primarily due to increased project execution activities on the electrical and mechanical components of various newer projects across diverse end markets, all with substantial scope of work remaining and driven by overall strong market demand.
Loss from construction operations for 2025 was $7.5 million compared to $103.3 million for 2024. The significant improvement was primarily due to contributions related to the increased project execution activities discussed above. Many of these projects are in the early stages and are expected to ramp up substantially over the next several years. The improvement was also driven by a reduction in net unfavorable adjustments in 2025, primarily due to the absence of certain prior-year unfavorable adjustments on several completed projects due to the impact of judgments and settlements that totaled $57.2 million in 2024, including $17.7 million due to an unfavorable judgment on a completed mass-transit project in California and certain other adjustments that were individually immaterial.
Operating margin was (0.9)% in 2025 compared to (17.5)% in 2024. The change in operating margin was mainly attributable to the aforementioned factors that drove the changes revenue and loss from construction operations in 2025.
New awards and contract adjustments in the Specialty Contractors segment totaled $1.1 billion in 2025 compared to $1.7 billion in 2024. The most significant new awards and contract adjustments in 2025 included five mechanical projects in Florida collectively valued at $155 million, $136 million for the electrical component of a mass-transit project in the Northeast, $131 million of additional funding for an electrical project in Texas and another electrical project in Texas valued at more than $100 million.
New awards and contract adjustments in 2024 included the Specialty Contractors segment's electrical and mechanical scope of work booked as part of the Manhattan Jail project discussed above, two electrical projects in New York collectively valued at $195 million and a $64 million electrical project in Connecticut.
Backlog for the Specialty Contractors segment was $3.1 billion as of December 31, 2025, up 9% compared to $2.8 billion as of December 31, 2024. 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. We believe that the segment remains well-positioned to continue capturing its share of other new projects, leveraging the strong reputation held by the business units in this segment for high-quality work on large, complex projects.
Corporate, Tax and Other Matters
Corporate General and Administrative Expenses
Corporate general and administrative expenses were $210.8 million in 2025 compared to $110.2 million in 2024. The increase in corporate general and administrative expenses in 2025 compared to 2024 was primarily due to a substantial increase in share-based compensation expense that resulted from a higher stock price, which impacted the fair value of liability-classified awards. The Company currently projects a decrease in share-based compensation expense in 2026 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 issuing liability-classified, long-term incentive compensation awards, which will help to reduce future earnings volatility.
Other Income, Net, Interest Expense and Income Tax (Expense) Benefit
| Year Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
|
Other income, net
|
$ | 27.5 | $ | 19.9 | |||||||
| Interest expense | (55.0) | (89.1) | |||||||||
| Income tax (expense) benefit | (61.4) | 50.7 | |||||||||
Other income, net for the year ended December 31, 2025 increased $7.6 million compared to the same period in 2024.
Interest expense decreased $34.1 million in 2025 compared to 2024 primarily due to lower outstanding debt driven by the early payoff of the Term Loan B in the first quarter of 2025, as discussed further in Liquidity and Capital Resources.
The effective income tax rate was 30.0% for 2025 compared to 29.3% for 2024. The items that caused a higher effective tax rate in 2025 as compared to 2024 were primarily higher non-deductible expenses, partially offset by higher earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company), federal income tax credits and state income taxes. For a further discussion of income taxes, refer to Note 5 of the Notes to Consolidated Financial Statements.
Liquidity and Capital Resources
Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $170.0 million, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of December 31, 2025, will be sufficient to fund working capital needs, dividends, share repurchases, and debt maturities for the next 12 months and beyond, as discussed further in Debtbelow. During the first quarter of 2025, we voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B. We generated a record amount of operating cash in 2025, as discussed below in Cash and Working Capital. We expect strong annual operating cash flow to continue in future years, both from project execution activities and the resolution of outstanding claims and change orders. In addition, we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes.
Cash and Working Capital
Cash and cash equivalents were $734.6 million as of December 31, 2025 compared to $455.1 million as of December 31, 2024. Cash immediately available for general corporate purposes was $270.7 million and $265.6 million as of December 31, 2025 and 2024, 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 $264.6 million as of December 31, 2025 compared to $149.1 million as of December 31, 2024. Restricted cash and restricted investments at December 31, 2025 were primarily held to secure insurance-related contingent obligations and deposits.
During the year ended December 31, 2025, net cash provided by operating activities was $748.1 million, compared to $503.5 million in 2024, representing an increase of $244.6 million, or 49%. The operating cash flow for 2025 was the largest result for any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008, and represented the fourth consecutive year of record operating cash flow. The record operating cash flow in 2025 was primarily driven by strong collections on newer and ongoing projects, reflecting a significant increase in project execution and improved working capital management, with additional contributions from a reduction in costs and estimated earnings in excess of billings due to the resolution of certain legacy matters. The operating cash flow in 2024 was primarily driven by collections associated with dispute resolutions.
As noted above, cash flow from operating activities increased $244.6 million when comparing 2025 with 2024. The increase in cash flow from operating activities primarily reflects higher cash generated by earning sources, partially offset by a smaller decrease in net project working capital in 2025 compared to 2024. The smaller decrease in net project working capital in 2025 compared to 2024 was primarily due to current-year increases in accounts receivable, other current assets and retention receivable compared to decreases last year, mostly offset by a larger current-year increase in billings in excess of costs and estimated earnings compared to last year. While both periods were positively impacted by collections associated with previously disputed matters, such collections were significant in 2024 whereas they were comparatively lower in 2025.
Net cash used in investing activities during 2025 was $257.3 million, which was primarily due to the acquisition of property and equipment (i.e., capital expenditures) totaling $180.9 million, mostly related to owner-funded equipment on newer projects, and net cash used in investment transactions of $85.3 million, partially offset by proceeds from the sale of property and equipment of $8.9 million. Net cash used in investing activities during 2024 was $40.7 million, which was primarily due to the acquisition of property and equipment totaling $37.4 million and net cash used in investment transactions of $8.0 million, partially offset by proceeds from the sale of property and equipment of $4.8 million.
Net cash used in financing activities during 2025 was $184.8 million, which was primarily driven by a $130.8 million net repayment of debt (including the $121.9 million repayment of the remaining balance on the Term Loan B discussed below in Debt) and $51.7 million of cash distributions to noncontrolling interests. Net cash used in financing activities during 2024 was $393.3 million, which was primarily driven by a $354.6 million net repayment of debt, $25.1 million of payments for debt issuance costs related to debt transactions during the year and $23.3 million of cash distributions to noncontrolling interests, partially offset by $15.2 million of cash contributions from noncontrolling interests.
As of December 31, 2025, we had 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 compared to working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.41 and a ratio of debt to equity of 0.46 at December 31, 2024.
Debt
Summarized below are the key terms of our debt as of December 31, 2025. For additional information, refer to Note 7 of the Notes to Consolidated Financial Statements, as applicable.
2024 Senior Notes Issuance and 2017 Senior Notes Redemption
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, beginning in October 2024. Proceeds from the 2024 Senior Notes were used to redeem the 2017 Senior Notes (as discussed below).
Prior to April 30, 2026, the Company may redeem the 2024 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 April 30, 2026, the Company may redeem up to 40% of the original aggregate principal amount of the 2024 Senior Notes at a redemption price of 111.875% of their principal amount with the "net cash proceeds" received by the Company from one or more equity offerings, as described in the indenture. On or after April 30, 2026, the Company may redeem the 2024 Senior Notes at specified redemption prices described in the indenture. 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 and includes customary events of default.
The proceeds of the 2024 Senior Notes, together with cash on hand, were used to redeem in full, all of the outstanding obligations in respect of the 2017 Senior Notes. The redemption of the 2017 Senior Notes occurred on May 2, 2024 (the "2017 Senior Notes Redemption").
2020 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 originally provided for a $425.0 million term loan B facility (the "Term Loan B") and a $175.0 million revolving credit facility (the "Revolver"), which was subsequently reduced to $170.0 million following the effectiveness of the 2024 Amendment (as defined and discussed below), 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. Prior to the 2017 Senior Notes Redemption, if any of the 2017 Senior Notes had remained outstanding beyond certain dates, the maturities of the Term Loan B and the Revolver would have been subject to acceleration ("spring-forward maturity"). However, following the 2017 Senior Notes Redemption and the consummation of the 2024 Amendment, the spring-forward maturity of the Term Loan B is no longer in effect and the spring-forward maturity of the Revolver has been extended (as described below).
On April 15, 2024, the Company entered into an amendment in respect of the 2020 Credit Agreement (the "2024 Amendment") which, among other changes, (1) extends the existing Revolver maturity date from August 18, 2025 to (a) if any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof) remains outstanding, the earlier of (i) May 20, 2027 and (ii) the date that is ninety (90) days prior to the final maturity of any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof), as applicable, and (b) if no obligations are outstanding with respect to any tranche of the Term Loan B, any incremental term loan or any refinancing term loan, August 18, 2027 and (2) permanently reduces the aggregate commitments in respect of the Revolver by $5.0 million from $175.0 million to $170.0 million. The 2024 Amendment became effective on May 2, 2024 upon the completion of the 2017 Senior Notes Redemption.
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio, as defined in the 2020 Credit Agreement, does not exceed 3.50:1.00, and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00. The balances of indebtedness used in the calculations of the First Lien Net Leverage Ratio and the Total Net Leverage Ratio include offsets for cash and cash equivalents available for general corporate purposes.
As of December 31, 2025, the Revolver had unused available borrowing capacity of $170.0 million, and the outstanding balance of the 2024 Senior Notes was $400.0 million. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.
Borrowings under the 2020 Credit Agreement bear interest at variable rates, which have increased since the latter part of 2022 due to changes in market conditions that resulted in increases in the Secured Overnight Financing Rate ("SOFR") (and the London Interbank Offered Rate ("LIBOR") prior to the transition to SOFR), in the case of the Term Loan B, and the administrative agent's prime lending rate, in the case of the Revolver. Effective May 2, 2023, the 2020 Credit Agreement was amended to transition the Company's original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. The average borrowing rates on the Term Loan B and the Revolver for the year ended December 31, 2025 were approximately 9.2% and 10.8%, respectively. At December 31, 2025, the borrowing rate on the Revolver was 10.0%. For more information regarding the terms of our 2020 Credit Agreement, refer to Note 7 of the Notes to Consolidated Financial Statements.
The table below presents our actual and required First Lien Net Leverage Ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis:
| Trailing Four Fiscal Quarters Ended | ||||||||
| December 31, 2025 | ||||||||
|
Actual(a)
|
Required | |||||||
| First Lien Net Leverage Ratio | (0.66) to 1.00 | < or = 2.25 : 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 December 31, 2025, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement.
Equipment Financing and Mortgages
The Company has certain loans entered into for the purchase of specific property, plant and equipment and secured by the assets purchased. The aggregate balance of equipment financing loans was approximately $13.1 million and $19.3 million at December 31, 2025 and 2024, respectively, with interest rates ranging from 2.54% to 7.32% with equal monthly installment payments over periods up to 5 years. The aggregate balance of mortgage loans was approximately $5.1 million and $5.8 million at December 31, 2025 and 2024, respectively, with interest rates of SOFR plus 2.00% and monthly installment payments over periods up to 10 years.
Dividends
In November 2025, our Board of Directors declared a cash dividend of $0.06 per share payable on December 23, 2025 to all shareholders of record as of December 9, 2025. Total dividends declared in 2025 amounted to $3.4 million, including $0.3 million of accrued dividends relating to unvested share-based awards that are payable at the time of vesting.
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. There were no share repurchases under this program in 2025.
Contractual Obligations
Our contractual obligations and commitments as of December 31, 2025 include:
•Debt obligations of $425.4 million (of which $14.6 million are due in 2026) and interest payments of $168.4 million (of which $48.4 million are due in 2026) based on rates in effect as of December 31, 2025. See Note 7 of the Notes to Consolidated Financial Statements for further detail of our debt and the timing of expected future principal and interest payments.
•Operating lease obligations of $84.9 million (of which $16.5 million are due in 2026). See Note 9 of the Notes to Consolidated Financial Statements for further detail of our lease obligations and the timing of expected future payments.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements. The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available through the date of the issuance of the financial statements; accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of the Consolidated Financial Statements apply to the following critical accounting policies:
Method of Accounting for Contracts - Contract revenue is recognized over time using the cost-to-cost method which measures progress towards completion based on the ratio of contract costs incurred to date compared to total estimated costs for each performance obligation. The estimates used in accounting for contracts with customers require judgment and assumptions regarding both future events and the evaluation of contingencies such as the impact of change orders, liability claims, other contract disputes, the achievement of contractual performance standards and potential variances in project schedule and costs. Changes to the total estimated contract cost, either due to unexpected events or revisions to management's initial estimates, for a given project are recognized in the period in which they are determined.
In certain instances, we provide guaranteed completion dates and/or achievement of other performance criteria. Failure to meet schedule or performance guarantees could result in unrealized incentive fees and/or liquidated damages. In addition, depending on the type of contract, unexpected increases in contract cost may be unrecoverable, resulting in total cost exceeding revenue realized from the projects. The Company generally provides limited warranties for work performed, with warranty periods typically extending for a limited duration following substantial completion of the Company's work on a project. Historically, warranty claims have not resulted in material costs incurred.
Claims arising from construction contracts have been made against the Company by customers, and the Company has made claims against customers for costs incurred in excess of current contract provisions. The Company recognizes revenue for claims as variable consideration in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. Estimated amounts are only included in the transaction price 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. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for variable consideration have been satisfied.
See Executive Overviewand Results of Segment Operationssections for further discussion and quantification of material charges related to changes in estimates resulting from legal judgments or decisions, settlements and other project charges.
Construction Joint Ventures - Certain contracts are executed through joint ventures. The arrangements are often formed for the execution of single contracts or projects and allow the Company to share risks and secure specialty skills required for project execution.
In accordance with ASC 810, Consolidation("ASC 810") the Company assesses its joint ventures at inception to determine if any meet the qualifications of a variable interest entity ("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 the joint venture is a VIE.
The Company also evaluates whether it is the primary beneficiary of each VIE and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity 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 whether it qualifies as the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company is determined to be the primary beneficiary, the VIE is consolidated. In accordance with ASC 810, management's assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
For construction joint ventures that do not need to be fully consolidated but qualify for the equity method of accounting, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company's proportionate share of the joint ventures' assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company's consolidated financial statements. Intercompany balances and transactions are eliminated. See Note 1(b) and Note 13 of the Notes to Consolidated Financial Statements for additional discussion regarding VIEs.
Recoverability of Goodwill - Goodwill represents the excess of amounts paid over the fair value of net assets acquired from an acquisition. In order to determine the amount of goodwill resulting from an acquisition, we perform an assessment to determine the value of the acquired company's tangible and identifiable intangible assets and liabilities. In our assessment, we determine whether identifiable intangible assets exist, which typically include backlog, customer relationships and trade names.
We test goodwill for impairment annually as of October 1 of each year. This test requires us to estimate the fair value of each reporting unit carrying goodwill using income and market approaches, and to compare the calculated fair value of each reporting unit to its carrying value, which is equal to the reporting unit's net assets. If the calculated fair value of a reporting unit is less than its carrying value, we recognize an impairment charge equal to the difference.
The impairment evaluation process requires assumptions that are subject to a high degree of judgment such as revenue growth rates, profitability levels, discount rates, industry market multiples and weighted-average cost of capital. Changes in these assumptions would impact the results of our impairment tests.
During interim periods, including those subsequent to the Company's October 1 annual test date, we evaluate events and circumstances, including, but not limited to, an examination of macroeconomic conditions, cost factors, overall financial performance by each reporting unit, other relevant entity-specific events, and trends in the stock prices of our Company and peers to determine if such factors indicate that it is likely that the goodwill for one or more of our reporting units is impaired, thus warranting the performance of a quantitative impairment test sooner than the fourth quarter of the year.
During the fourth quarter of 2025, we conducted our annual goodwill impairment test and determined that goodwill was not impaired since the estimated fair value of the Civil reporting unit exceeded its net book value by a significant amount. However, there is a risk of goodwill impairment if future events are less favorable than what we assumed or estimated in our impairment analysis.
The Company has considered relevant events and circumstances since the annual goodwill impairment test, including, but not limited to, an examination of macroeconomic conditions, industry and market conditions, cost factors, overall financial performance by each reporting unit, other relevant entity-specific events, and trends in the stock prices of the Company and its peers. In considering the totality of qualitative factors known as of the reporting date, we determined that no triggering events occurred or circumstances changed since our October 1, 2025 annual test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount. We will continue to monitor events occurring or circumstances changing which may suggest that goodwill should be reevaluated. These events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit and other quantitative and qualitative factors specific to the Civil reporting unit which indicate potential triggering events that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.
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