TPC 8-K
Tutor Perini Corp (TPC)
8-K
2022-05-04
For: 2022-05-04
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April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 4, 2022
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices, and Zip Code)
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. | ☐ | |||||||
Item 2.02. Results of Operations and Financial Condition
On May 4, 2022 Tutor Perini Corporation issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TUTOR PERINI CORPORATION | |||||||||||
| Date: | May 4, 2022 | By: | /s/ Gary G. Smalley | ||||||||
| Gary G. Smalley | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
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News Release
Tutor Perini Reports First Quarter 2022 Results
•Record operating cash flow of $120.7 million, the largest first quarter result since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008
•Backlog increased to $8.3 billion compared to $8.2 billion at Q4 2021
•Maintaining 2022 earnings per share ("EPS") guidance of $1.15 to $1.60
•Anticipating continued strong operating cash generation in Q2 and through the remainder of 2022
LOS ANGELES – (BUSINESS WIRE) – May 4, 2022 – Tutor Perini Corporation (the “Company”) (NYSE: TPC), a leading civil, building and specialty construction company, reported results today for the first quarter of 2022. Revenue was $1.0 billion compared to $1.2 billion for the first quarter of last year. The decrease was primarily due to reduced project execution activities on a completed technology project and a mass-transit project that is nearing completion, both in California, as well as the impact of an adverse legal ruling on a dispute related to a completed Civil segment bridge project in New York. The decrease was also due to lower project execution activities in the Northeast, partially offset by certain projects in California and the Midwest. For 2020 and most of 2021, the COVID-19 pandemic reduced the volume and delayed the timing of new awards, and this has continued to negatively impact the Company’s backlog and operating results.
The Company reported a loss from construction operations for the first quarter of 2022 of $9.9 million compared to income from construction operations of $49.7 million for the first quarter of last year. The Company's earnings for the first quarter of 2022 were negatively impacted by the aforementioned adverse legal ruling, which resulted in a non-cash, pre-tax charge of $25.5 million, as well as by a temporary unfavorable impact of $17.6 million on a Civil segment mass-transit project in California that resulted from the successful negotiation of significant lower margin (and lower risk) change orders that increased the project’s overall estimated profit, but reduced the project’s percentage of completion and overall margin percentage. This temporary reduction to earnings is expected to reverse itself over the remaining life of the project. In addition, the reduced earnings for the first quarter of 2022 were also attributable to the revenue decline discussed above. Net loss attributable to the Company for the first quarter of 2022 was $21.6 million, or a $0.42 loss per diluted share, compared to net income attributable to the Company of $16.0 million, or $0.31 of earnings per diluted share, for the first quarter of 2021. The change in net income (loss) attributable to the Company, and correspondingly earnings (loss) per share, was driven by the factors mentioned above that led to the change in income (loss) from construction operations.
The Company generated $120.7 million of cash from operating activities in the first quarter of 2022 compared to a usage of $46.7 million in the first quarter of 2021. The result for the first quarter of 2022 was by far the largest operating cash result of any first quarter, as well as the third-largest operating cash result of any quarter, since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008. The strong cash generation was principally driven by an improved cash collection cycle, including collections associated with the recent resolution of certain project change orders that were previously disputed and that had previously required a use of cash.
Backlog increased to $8.3 billion during the first quarter of 2022 compared to $8.2 billion at December 31, 2021. The most significant new awards in the first quarter of 2022 included a $260 million gas pipeline project in British Columbia, Canada, and $121 million of additional funding for a mass-transit project in California, both in the Civil segment, and four Building segment projects in California totaling $251 million. The Company has recently bid and is preparing to bid on certain large projects, with potential awards anticipated later this year and next year. The Company also expects to benefit significantly over the next several years from substantial incremental federal funding to be provided under the Infrastructure Investment and Jobs Act, which was enacted last year.
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Outlook and Guidance
“We generated record operating cash in the first quarter of 2022 and expect that operating cash will continue to be strong in the second quarter and throughout the rest of this year, as we resolve other disputed matters, collect the associated cash we are owed, and continue executing and collecting on our existing projects,” said Ronald Tutor, Chairman and Chief Executive Officer. Tutor continued, "Unfortunately, our first quarter earnings were significantly reduced by an unfavorable legal ruling on a completed project in New York and by the temporary timing impact related to the accounting treatment of certain change orders that were successfully negotiated and approved for a project in California. However, our backlog remains healthy, demand for our services continues to be robust, and we look forward to bidding and winning our share of various large new civil projects this year and beyond."
Based on the Company’s first quarter 2022 results and the current outlook for the remainder of the year, the Company is maintaining its EPS guidance in the range of $1.15 to $1.60.
First Quarter 2022 Conference Call
The Company will host a conference call at 2:00 PM Pacific Time on Wednesday, May 4, 2022, to discuss the first quarter 2022 results. To participate in the conference call, please dial 877-407-8293 five to ten minutes prior to the scheduled time. International callers should dial +1-201-689-8349.
The conference call will be webcast live over the Internet and can be accessed by all interested parties on Tutor Perini's website at www.tutorperini.com. For those unable to participate during the live call, the webcast will be available for replay shortly after the call on the website.
About Tutor Perini Corporation
Tutor Perini Corporation is a leading civil, building and specialty construction company offering diversified general contracting and design-build services to private customers and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large, complex projects on time and within budget, while adhering to strict quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing and heating, ventilation and air conditioning (HVAC). We are known for our major complex building project commitments, as well as our capacity to perform large and complex transportation and heavy civil construction for government agencies and private customers throughout the world.
Forward-Looking Statements
The statements contained in this release, including those set forth in the section “Outlook and Guidance,” that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future and statements regarding future guidance or estimates and non-historical performance. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. While the Company’s expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them, there can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: revisions of estimates of contract risks, revenue or costs, economic factors such as inflation, the timing of new awards, or the pace of project execution, which may result in losses or lower than anticipated profit; unfavorable outcomes of existing or future litigation or dispute resolution proceedings against us or customers (project owners, developers, general contractors, etc.), subcontractors or suppliers, as well as failure to
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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; a significant slowdown or decline in economic conditions; increased competition and failure to secure new contracts; risks and other uncertainties associated with assumptions and estimates used to prepare our financial statements; 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; inability to attract and retain our key officers, and to adequately plan for their succession, and hire and retain personnel required to execute and perform on our contracts; the COVID-19 pandemic, which has adversely impacted, and could continue to adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections; risks related to our international operations, such as uncertainty of U.S. Government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, civil unrest, security issues, labor conditions, corruption and other unforeseeable events in countries where we do business, resulting in unanticipated losses; possible systems and information technology interruptions and breaches in data security and/or privacy; client cancellations of, or reductions in scope under, contracts reported in our backlog; failure of our joint venture partners to perform their venture obligations, which could impose additional financial and performance obligations on us, resulting in reduced profits or losses and/or reputational harm; the impact of inclement weather conditions on projects; decreases in the level of government spending for infrastructure and other public projects; risks related to government contracts and related procurement regulations; securities litigation and/or shareholder activism; violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws; adverse health events, such as an epidemic or another pandemic; physical and regulatory risks related to climate change; failure to meet our obligations under our debt agreements; downgrades in our credit ratings; impairment of our goodwill or other indefinite-lived intangible assets; the exertion of influence over the Company by our chairman and chief executive officer due to his position and significant ownership interest; and other risks and uncertainties discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 24, 2022 and in other reports that we file with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly 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.
Contact:
Tutor Perini Corporation
Jorge Casado, 818-362-8391
Vice President, Investor Relations & Corporate Communications
www.tutorperini.com
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| Tutor Perini Corporation | ||||||||||||||
| Condensed Consolidated Statements of Operations | ||||||||||||||
| Unaudited | ||||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| (in thousands, except per common share amounts) | 2022 | 2021 | ||||||||||||
| REVENUE | $ | 952,154 | $ | 1,207,595 | ||||||||||
| COST OF OPERATIONS | (901,809) | (1,097,140) | ||||||||||||
| GROSS PROFIT | 50,345 | 110,455 | ||||||||||||
| General and administrative expenses | (60,252) | (60,751) | ||||||||||||
| INCOME (LOSS) FROM CONSTRUCTION OPERATIONS | (9,907) | 49,704 | ||||||||||||
| Other income, net | 3,697 | 175 | ||||||||||||
| Interest expense | (16,492) | (17,810) | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (22,702) | 32,069 | ||||||||||||
| Income tax (expense) benefit | 3,889 | (6,964) | ||||||||||||
| NET INCOME (LOSS) | (18,813) | 25,105 | ||||||||||||
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 2,821 | 9,071 | ||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $ | (21,634) | $ | 16,034 | ||||||||||
| BASIC EARNINGS (LOSS) PER COMMON SHARE | $ | (0.42) | $ | 0.31 | ||||||||||
| DILUTED EARNINGS (LOSS) PER COMMON SHARE | $ | (0.42) | $ | 0.31 | ||||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||
| BASIC | 51,107 | 50,913 | ||||||||||||
| DILUTED | 51,107 | 51,348 | ||||||||||||
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| Tutor Perini Corporation | ||||||||||||||||||||||||||
| Segment Information | ||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Corporate | Consolidated Total | ||||||||||||||||||||
| Three Months Ended March 31, 2022 | ||||||||||||||||||||||||||
| Total revenue | $ | 460,742 | $ | 355,978 | $ | 230,864 | $ | 1,047,584 | $ | — | $ | 1,047,584 | ||||||||||||||
| Elimination of intersegment revenue | (69,947) | (25,330) | (153) | (95,430) | — | (95,430) | ||||||||||||||||||||
| Revenue from external customers | $ | 390,795 | $ | 330,648 | $ | 230,711 | $ | 952,154 | $ | — | $ | 952,154 | ||||||||||||||
| Income (loss) from construction operations | $ | (967) | $ | 9,464 | $ | (3,894) | $ | 4,603 | (a) | $ | (14,510) | (b) | $ | (9,907) | ||||||||||||
| Capital expenditures | $ | 11,175 | $ | 2 | $ | 638 | $ | 11,815 | $ | 213 | $ | 12,028 | ||||||||||||||
Depreciation and amortization(c) | $ | 17,000 | $ | 401 | $ | 502 | $ | 17,903 | $ | 2,335 | $ | 20,238 | ||||||||||||||
| Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||
| Total revenue | $ | 583,144 | $ | 457,170 | $ | 324,948 | $ | 1,365,262 | $ | — | $ | 1,365,262 | ||||||||||||||
| Elimination of intersegment revenue | (107,569) | (49,937) | (161) | (157,667) | — | (157,667) | ||||||||||||||||||||
| Revenue from external customers | $ | 475,575 | $ | 407,233 | $ | 324,787 | $ | 1,207,595 | $ | — | $ | 1,207,595 | ||||||||||||||
| Income (loss) from construction operations | $ | 50,105 | $ | 11,216 | $ | 1,324 | $ | 62,645 | $ | (12,941) | (b) | $ | 49,704 | |||||||||||||
| Capital expenditures | $ | 9,564 | $ | 73 | $ | 145 | $ | 9,782 | $ | 53 | $ | 9,835 | ||||||||||||||
Depreciation and amortization(c) | $ | 22,713 | $ | 432 | $ | 959 | $ | 24,104 | $ | 2,770 | $ | 26,874 | ||||||||||||||
____________________________________________________________________________________________________
(a)During the three months ended March 31, 2022, the Company’s income (loss) from construction operations was negatively impacted by $25.5 million (an after-tax impact of $18.3 million, or $0.36 per diluted share) due to an adverse legal ruling on a dispute related to a Civil segment bridge project in New York and $17.6 million (an after-tax impact of $13.9 million, or $0.27 per diluted share) on a Civil segment mass-transit project in California, which resulted from the successful negotiation of significant lower margin (and lower risk) change orders that increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage.
(b)Consists primarily of corporate general and administrative expenses.
(c)Depreciation and amortization is included in income (loss) from construction operations.
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| Tutor Perini Corporation | ||||||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||||
| Unaudited | ||||||||||||||
| (in thousands, except share and per share amounts) | As of March 31, 2022 | As of December 31, 2021 | ||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents ($167,391 and $102,679 related to variable interest entities (“VIEs”)) | $ | 316,499 | $ | 202,197 | ||||||||||
| Restricted cash | 4,870 | 9,199 | ||||||||||||
| Restricted investments | 85,075 | 84,355 | ||||||||||||
| Accounts receivable ($102,702 and $116,415 related to VIEs) | 1,413,246 | 1,454,319 | ||||||||||||
| Retention receivable ($169,106 and $162,259 related to VIEs) | 542,301 | 568,881 | ||||||||||||
| Costs and estimated earnings in excess of billings ($121,545 and $143,105 related to VIEs) | 1,356,607 | 1,356,768 | ||||||||||||
| Other current assets ($42,356 and $43,718 related to VIEs) | 216,400 | 186,773 | ||||||||||||
| Total current assets | 3,934,998 | 3,862,492 | ||||||||||||
PROPERTY AND EQUIPMENT ("P&E"), net of accumulated depreciation of $496,617 and $483,417 (net P&E of $4,595 and $2,203 related to VIEs) | 425,966 | 429,645 | ||||||||||||
| GOODWILL | 205,143 | 205,143 | ||||||||||||
| INTANGIBLE ASSETS, NET | 79,563 | 85,068 | ||||||||||||
| OTHER ASSETS | 146,488 | 142,550 | ||||||||||||
| TOTAL ASSETS | $ | 4,792,158 | $ | 4,724,898 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Current maturities of long-term debt | $ | 23,285 | $ | 24,406 | ||||||||||
| Accounts payable ($73,743 and $96,097 related to VIEs) | 559,152 | 512,056 | ||||||||||||
| Retention payable ($38,461 and $37,007 related to VIEs) | 228,690 | 268,945 | ||||||||||||
| Billings in excess of costs and estimated earnings ($390,885 and $355,270 related to VIEs) | 844,618 | 761,689 | ||||||||||||
| Accrued expenses and other current liabilities ($10,088 and $8,566 related to VIEs) | 199,412 | 210,017 | ||||||||||||
| Total current liabilities | 1,855,157 | 1,777,113 | ||||||||||||
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $16,350 and $17,109 | 979,769 | 969,248 | ||||||||||||
| DEFERRED INCOME TAXES | 69,890 | 70,989 | ||||||||||||
| OTHER LONG-TERM LIABILITIES | 240,821 | 233,828 | ||||||||||||
| TOTAL LIABILITIES | 3,145,637 | 3,051,178 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||
| 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 51,200,161 and 51,095,706 shares | 51,200 | 51,096 | ||||||||||||
| Additional paid-in capital | 1,134,688 | 1,133,150 | ||||||||||||
| Retained earnings | 492,676 | 514,310 | ||||||||||||
| Accumulated other comprehensive loss | (46,745) | (43,635) | ||||||||||||
| Total stockholders' equity | 1,631,819 | 1,654,921 | ||||||||||||
| Noncontrolling interests | 14,702 | 18,799 | ||||||||||||
| TOTAL EQUITY | 1,646,521 | 1,673,720 | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 4,792,158 | $ | 4,724,898 | ||||||||||
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| Tutor Perini Corporation | |||||||||||
| Condensed Consolidated Statements of Cash Flows | |||||||||||
| Unaudited | |||||||||||
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2022 | 2021 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income (loss) | $ | (18,813) | $ | 25,105 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation | 14,733 | 20,231 | |||||||||
| Amortization of intangible assets | 5,505 | 6,643 | |||||||||
| Share-based compensation expense | 3,417 | 2,448 | |||||||||
| Change in debt discounts and deferred debt issuance costs | 901 | 2,017 | |||||||||
| Deferred income taxes | (52) | 95 | |||||||||
| (Gain) loss on sale of property and equipment | (132) | 20 | |||||||||
| Changes in other components of working capital | 112,448 | (108,385) | |||||||||
| Other long-term liabilities | 2,489 | 5,027 | |||||||||
| Other, net | 251 | 95 | |||||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 120,747 | (46,704) | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Acquisition of property and equipment | (12,028) | (9,835) | |||||||||
| Proceeds from sale of property and equipment | 1,434 | 457 | |||||||||
| Investments in securities | (4,657) | (2,910) | |||||||||
| Proceeds from maturities and sales of investments in securities | 383 | 6,870 | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (14,868) | (5,418) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from debt | 284,552 | 74,251 | |||||||||
| Repayment of debt | (275,910) | (75,939) | |||||||||
| Cash payments related to share-based compensation | (1,009) | (1,236) | |||||||||
| Distributions paid to noncontrolling interests | (7,500) | — | |||||||||
| Contributions from noncontrolling interests | 3,961 | 4,000 | |||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,094 | 1,076 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 109,973 | (51,046) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 211,396 | 451,852 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 321,369 | $ | 400,806 | |||||||
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| Tutor Perini Corporation | ||||||||||||||||||||||||||
| Backlog Information | ||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||
| (in millions) | Backlog at December 31, 2021 | New Awards in the Three Months Ended March 31, 2022(a) | Revenue Recognized in the Three Months Ended March 31, 2022 | Backlog at March 31, 2022 | ||||||||||||||||||||||
| Civil | $ | 4,553.5 | $ | 447.0 | $ | (390.9) | $ | 4,609.6 | ||||||||||||||||||
| Building | 2,308.9 | 325.2 | (330.6) | 2,303.5 | ||||||||||||||||||||||
| Specialty Contractors | 1,373.2 | 224.2 | (230.7) | 1,366.7 | ||||||||||||||||||||||
| Total | $ | 8,235.6 | $ | 996.4 | $ | (952.2) | $ | 8,279.8 | ||||||||||||||||||
____________________________________________________________________________________________________
(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.
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