TPC 10-K Annual Report Dec. 31, 2023 | Alphaminr
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TPC 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
TUTOR PERINI CORP
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PROXIES
DEF 14A
 		Filed on April 12, 2024
DEF 14A
 		Filed on April 6, 2023
DEF 14A
 		Filed on April 8, 2022
DEF 14A
 		Filed on April 9, 2021
DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
 		Filed on April 13, 2017
DEF 14A
 		Filed on April 11, 2016
DEF 14A
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DEF 14A
 		Filed on Oct. 2, 2014
DEF 14A
 		Filed on April 17, 2014
DEF 14A
 		Filed on April 17, 2013
DEF 14A
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DEF 14A
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DEF 14A
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Articles of Organization of Tutor Perini Corporation, as filed with the Secretary of the Commonwealth of Massachusetts on July 8, 2020 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on July 29, 2020). 3.2 Fourth Amended and Restated By-Laws of Tutor Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 10, 2023). 4.1 Shareholders Agreement, dated April2, 2008, by and among Tutor Perini Corporation, Ronald N. Tutor and the shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit4.1 to Form8-K filed on April7, 2008). 4.2 Amendment No.1 to the Shareholders Agreement, dated September17, 2010, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative (incorporated by reference to Exhibit4.1 to Form8-K filed on September20, 2010). 4.3 Amendment No.2 to the Shareholders Agreement, dated June2, 2011, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative (incorporated by reference to Exhibit4.1 to Form8-K filed on June6, 2011). 4.4 Amendment No.3 to the Shareholders Agreement, dated September13, 2011, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative (incorporated by reference to Exhibit4.1 to Form8-K filed on September16, 2011). 4.5 Indenture, dated June15, 2016, by and between Tutor Perini Corporation and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to Form 8-K filed on June16, 2016). 4.6 Indenture, dated April20, 2017, 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 April25, 2017). 4.7 Description of Securities (incorporated by reference to Exhibit 4.7 to Form 10-K filed on February 24, 2021). 10.1 Credit Agreement, dated as of August 18, 2020, among Tutor Perini Corporation, BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 19, 2020). 10.2 First Amendment to Credit Agreement, dated as of October 31, 2022 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 2, 2022). 10.3 Second Amendment to Credit Agreement, dated as of March 10, 2023 (incorporated by reference to Exhibit 10.33 to Form 10-K filed on March 15, 2023). 10.4 Third Amendment to Credit Agreement, dated as of May 2, 2023 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 4, 2023). 10.5 Fourth Amendment to Credit Agreement, dated as ofDecember20, 2023. 10.6 Commercial Lease Agreement, dated April18, 2014, by and among Tutor Perini Corporation and Ronald N. Tutor (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May7, 2014). 10.7 Fontana Property Lease Agreement, dated April18, 2014, by and among Tutor Perini Corporation and Kristra Investments, Ltd. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May7, 2014). 10.8 Assignment and Assumption Agreement, dated January 15, 2015, by and among Ronald N. Tutor and the Ronald N. Tutor Separate Property Trust (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 4, 2020). 10.9 Assignment and Assumption Agreement, dated March 3, 2015, by and among the Ronald N. Tutor Separate Property Trust and Kristra Investments, Ltd. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 4, 2020). 10.10 First Amendment to Commercial Lease Agreement, dated October 7, 2020, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 4, 2020). 10.11 First Amendment to Fontana Property Lease Agreement, dated October 7, 2020, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on November 4, 2020). 10.12 Second Amendment to Commercial Lease Agreement, dated December 28, 2020, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.14 to Form 10-K filed on February 24, 2021). 10.13 Second Amendment to Fontana Property Lease Agreement, dated December 28, 2020, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.15 to Form 10-K filed on February 24, 2021). 10.14 Third Amendment to Commercial Lease Agreement, dated February 19, 2021, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.16 to Form 10-K filed on February 24, 2021). 10.15 Third Amendment to Fontana Property Lease Agreement, dated February 19, 2021, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.17 to Form 10-K filed on February 24, 2021). 10.16 Fourth Amendment to Fontana Property Lease Agreement, dated November 7, 2022, by and among Tutor Perini Corporation and Aliaron Investments, Ltd. (incorporated by reference to Exhibit 10.20 to Form 10-K filed on March 15, 2023). 10.17* 2009 General Incentive Compensation Plan (incorporated by reference to Annex B to the Companys Definitive Proxy Statement on Schedule 14A filed on April17, 2009). 10.18* Amended and Restated Tutor Perini Corporation Long-Term Incentive Plan (as amended on October2, 2014) (incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement on Schedule 14A filed on October2, 2014). 10.19* Tutor Perini Corporation Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May26, 2017). 10.20* Tutor Perini Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 25, 2018). 10.21* First Amendment to Tutor Perini Corporation Omnibus Incentive Plan (as amended on March 10, 2021) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 5, 2021). 10.22* Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 4, 2022). 10.23* Form of Restricted Stock Unit Award Agreement with Guarantee (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 4, 2022). 10.24* Form of Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on May 4, 2022). 10.25* Form of Cash-Settled Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on May 4, 2022). 10.26* Amended and Restated Employment Agreement, effective as of June 1, 2021, by and between Tutor Perini Corporation and Ronald N. Tutor (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 30, 2021). 10.27* Employment Agreement, dated September6, 2017, by and between Tutor Perini Corporation and Gary G. Smalley (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September8, 2017). 10.28* Amended and Restated Employment Agreement,effective as ofNovember 15, 2023, by and between Tutor Perini Corporation and Gary G. Smalley. 10.29* Amended and Restated Employment Agreement, dated August 2, 2021, by and between Tutor Perini Corporation and Michael Smithson (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 4, 2022). 10.30* Letter Agreement, dated January 23, 2023, by and between Tutor Perini Corporation and Ghassan Ariqat(incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 4, 2023). 10.31* Letter Agreement,effective as of November 15, 2023, by and between Tutor Perini Corporation and Ryan J. Soroka. 10.32* Employment Offer Letter, dated June 12, 2018, by and between Tutor Perini Corporation and Wendy A. Hallgren (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 7, 2018). 10.33* Separation Benefits Agreement, dated September 17, 2019, by and between Tutor Perini Corporation and Wendy A. Hallgren (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2019). 10.34* Transition Services and Separation Agreement, dated June 30, 2023, by and between Tutor Perini Corporation and Wendy A. Hallgren (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 4, 2023). 10.35* Formof Director and Officer Indemnification Agreement (incorporated by reference to Exhibit10.19 to Amendment No.1 to FormS-1 (File No.333-111338) filed on February10, 2004). Exhibit21 Subsidiaries of Tutor Perini Corporation. Exhibit23 Consent of Independent Registered Public Accounting Firm. Exhibit24 Power of Attorney executed by members of the Companys Board of Directors allowing certain individuals to sign the Companys Form 10-K on their behalf. Exhibit31.1 Certification of Principal Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Exhibit31.2 Certification of Principal Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Exhibit32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. Exhibit32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. Exhibit95 Mine Safety Disclosure. Exhibit 97 Tutor Perini Corporation Officer Compensation Clawback Policy.