8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 2, 2016

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

____________________

Massachusetts (State or other jurisdiction of incorporation or organization) 1-6314 (Commission file number) 04-1717070 (I.R.S. Employer Identification No.)

15901 Olden Street, Sylmar, California 91342-1093

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:  (818) 362-8391

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 (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 2, 2016, Tutor Perini Corporation issued a press release announcing its financial results for the three months and six months ended June 30, 2016. 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.

99.1 Press Release of Tutor Perini Corporation dated August 2, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tutor Perini Corporation
	(Registrant)
Dated: August2, 2016	By:	/s/Gary G. Smalley
	Gary G. Smalley
	Executive Vice President and Chief Financial Officer

EX-99.1

News Release

Tutor Perini Reports Second Quarter Results

· Civil and Building segments delivered improved operating margins

· Income from construction operations of $48.8 million, up 58% compared to $30.9 million in Q2 2015

· Diluted EPS of $0.43, up 79% compared to $0.24 in Q2 2015

· Unbilled costs decreased by $47.0 million in Q2 2016 and $93.8 million in the first half of 2016

LOS ANGELES – (BUSINESS WIRE) – August 2, 2016 – Tutor Perini Corporation (NYSE: TPC), a leading civil and building construction company, today reported results for the three and six months ended June 30, 2016. Revenue for the second quarter and first six months of 2016 was $1.3 billion and $2.4 billion, respectively, consistent with the revenue for the same periods last year. Income from construction operations increased to $48.8 million and $89.0 million, respectively, for the second quarter and first six months of 2016 compared to $30.9 million and $51.0 million for the comparable periods last year. Net income for the second quarter and first six months of 2016 increased to $21.4 million, or $0.43 per diluted share, and $36.8 million, or $0.74 per diluted share, respectively, compared to $11.8 million, or $0.24 per diluted share, and $16.9 million, or $0.34 per diluted share, for the same periods last year. The strong increase in both income from construction operations and net income for the second quarter and first half of 2016 was principally driven by improved operating performance in the Civil and Building segments, increased volume in the Building segment and lower general and administrative expenses. The increase in diluted earnings per share (EPS) for the second quarter and first half of 2016 was partially offset by $0.02 and $0.04 per share, respectively, of non-cash interest expense mostly related to the amortization of the conversion discount and transaction costs associated with the Company’s recent issuance of convertible notes and transaction costs associated with two credit facility amendments during the six months ended June 30, 2016.

Backlog as of June 30, 2016 was $7.3 billion compared to $7.5 billion as of December 31, 2015. New awards and adjustments to contracts in process during the second quarter and first half of 2016 were $0.4 billion and $2.2 billion, respectively, compared to $1.3 billion and $2.3 billion for the same periods last year. The Civil and Building segments were the major contributors to new award activity in the first half of 2016.

The Company continues to make considerable progress in reducing its unbilled costs. Costs and estimated earnings in excess of billings decreased by $47.0 million in the second quarter of 2016 and $93.8 million in the first half of 2016. The Company anticipates achieving further progress on its goals to reduce unbilled costs and improve cash flow throughout the remainder of 2016 and in 2017.

“Our second quarter results reflect improved profitability in our Civil and Building segments, strong revenue growth in our Building segment and reduced corporate overhead expenses,” remarked Ronald Tutor, Chairman and Chief Executive Officer. “We expect even stronger operating performance in the second half of this year as several large, complex civil and building projects progress and contribute more of their respective profits. We have made good

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progress to date in reducing our unbilled costs and look forward to continuing to collect the substantial cash we are owed during the balance of the year.”

Outlook and Guidance

Based on the current backlog and market outlook, the Company is affirming its guidance for 2016, with revenue expected to be in the range of $5.1 billion to $5.6 billion and diluted EPS in the range of $1.90 to $2.20. As previously indicated in our earnings release for the first quarter of 2016, earnings this year are expected to be more heavily weighted towards the second half of the year, consistent with the cyclicality of the Company’s business.

Second Quarter Conference Call

The Company will host a conference call at 2:00 PM Pacific Time on Tuesday, August 2, 2016, to discuss the second quarter 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. To listen to the webcast, please visit the Company's website at least fifteen minutes prior to the start of the call to register and to download and install any necessary software. 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 and building construction company offering diversified general contracting and design-build services to private clients 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 the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including excavation, concrete forming and placement, steel erection, electrical and mechanical services, plumbing and 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 clients throughout the world.

The statements contained in this Release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, 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. 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, the Company’s ability to win new contracts and convert backlog into revenue; the Company's ability to successfully and timely

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complete construction projects; the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings and the timing of related collections; the potential delay, suspension, termination or reduction in scope of construction projects; the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules; the availability of borrowed funds on terms acceptable to the Company; the ability to retain certain members of management; the ability to obtain surety bonds to secure the Company’s performance under certain construction contracts; possible labor disputes or work stoppages within the construction industry; changes in federal and state appropriations for infrastructure projects and the impact of changing economic conditions on federal, state and local funding for infrastructure projects; possible changes or developments in international or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; actions taken or not taken by third parties, including the Company’s customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials; the impact of inclement weather conditions on projects; 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, 2015 filed with the Securities and Exchange Commission on February 29, 2016. 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 June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2016		2015		2016		2015
Revenue	$	1,308,130	$	1,312,438	$	2,393,499	$	2,378,903
Cost of operations		(1,198,360)		(1,213,818)		(2,178,637)		(2,189,524)
Gross profit		109,770		98,620		214,862		189,379
General and administrative expenses		(60,941)		(67,739)		(125,911)		(138,414)
INCOME FROM CONSTRUCTION OPERATIONS		48,829		30,881		88,951		50,965
Other income (expense), net		2,485		379		3,166		(97)
Interest expense		(15,534)		(11,268)		(29,614)		(22,671)
Income before income taxes		35,780		19,992		62,503		28,197
Provision for income taxes		(14,419)		(8,215)		(25,743)		(11,294)
NET INCOME	$	21,361	$	11,777	$	36,760	$	16,903
BASIC EARNINGS PER COMMON SHARE	$	0.43	$	0.24	$	0.75	$	0.35
DILUTED EARNINGS PER COMMON SHARE	$	0.43	$	0.24	$	0.74	$	0.34
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
BASIC		49,131		49,028		49,105		48,890
DILUTED		49,561		49,828		49,423		49,688

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Tutor Perini Corporation
Segment Information
Unaudited
	Reportable Segments
					Specialty							Consolidated
(in thousands)	Civil		Building		Contractors		Total		Corporate			Total
Three Months Ended June 30, 2016
Total revenue	$	504,930	$	546,157	$	318,902	$	1,369,989	$	—		$	1,369,989
Elimination of intersegment revenue		(39,223)		(22,636)		—		(61,859)		—			(61,859)
Revenue from external customers	$	465,707	$	523,521	$	318,902	$	1,308,130	$	—		$	1,308,130
Income from construction operations	$	45,056	$	13,223	$	5,413	$	63,692	$	(14,863)	(a)	$	48,829
Three Months Ended June 30, 2015
Total revenue	$	573,360	$	472,247	$	326,798	$	1,372,405	$	—		$	1,372,405
Elimination of intersegment revenue		(39,180)		(20,843)		56		(59,967)		—			(59,967)
Revenue from external customers	$	534,180	$	451,404	$	326,854	$	1,312,438	$	—		$	1,312,438
Income from construction operations	$	46,329	$	(12,592)	$	13,743	$	47,480	$	(16,599)	(a)	$	30,881
	Reportable Segments
					Specialty							Consolidated
(in thousands)	Civil		Building		Contractors		Total		Corporate			Total
Six Months Ended June 30, 2016
Total revenue	$	872,431	$	1,034,151	$	600,675	$	2,507,257	$	—		$	2,507,257
Elimination of intersegment revenue		(70,866)		(42,892)		—		(113,758)		—			(113,758)
Revenue from external customers	$	801,565	$	991,259	$	600,675	$	2,393,499	$	—		$	2,393,499
Income from construction operations	$	78,721	$	25,673	$	14,826	$	119,220	$	(30,269)	(a)	$	88,951
Six Months Ended June 30, 2015
Total revenue	$	966,236	$	888,309	$	619,816	$	2,474,361	$	—		$	2,474,361
Elimination of intersegment revenue		(57,382)		(38,076)		—		(95,458)		—			(95,458)
Revenue from external customers	$	908,854	$	850,233	$	619,816	$	2,378,903	$	—		$	2,378,903
Income from construction operations	$	76,923	$	(14,870)	$	24,267	$	86,320	$	(35,355)	(a)	$	50,965
(a)  Consists primarily of corporate general and administrative expenses.

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Tutor Perini Corporation
Condensed Consolidated Balance Sheets
Unaudited
(in thousands, except share and per share amounts)	June 30, 2016		December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	93,622	$	75,452
Restricted cash		49,452		45,853
Accounts receivable, including retainage		1,739,343		1,473,615
Costs and estimated earnings in excess of billings		811,406		905,175
Deferred income taxes		19,098		26,306
Other current assets		76,960		108,844
Total current assets		2,789,881		2,635,245
Property and equipment, net		507,395		523,525
Goodwill		585,006		585,006
Intangible assets, net		94,768		96,540
Other		218,535		196,361
Total assets	$	4,195,585	$	4,036,677
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	120,256	$	88,917
Accounts payable, including retainage		968,193		937,464
Billings in excess of costs and estimated earnings		325,290		288,311
Accrued expenses and other current liabilities		171,150		159,016
Total current liabilities		1,584,889		1,473,708
Long-term debt, less current maturities		680,265		728,767
Deferred income taxes		296,728		273,310
Other long-term liabilities		140,870		140,665
Total liabilities		2,702,752		2,616,450
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS’ EQUITY:
Preferred stock– authorized 1,000,000 shares ($1 par value), none issued		—		—
Common stock - authorized 75,000,000 shares ($1 par value), issued and outstanding 49,169,813 and 49,072,710 shares		49,170		49,073
Additional paid-in capital		1,070,191		1,035,516
Retained earnings		414,563		377,803
Accumulated other comprehensive loss		(41,091)		(42,165)
Total stockholders' equity		1,492,833		1,420,227
Total liabilities and stockholders' equity	$	4,195,585	$	4,036,677

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Tutor Perini Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited
	Six Months Ended June 30,
(in thousands)	2016		2015
Cash flows from operating activities:
Net income	$	36,760	$	16,903
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		29,956		20,389
Share-based compensation expense		6,959		13,324
Excess income tax benefit from share-based compensation		—		(162)
Change in debt discount and deferred debt issuance costs		3,348		1,045
Deferred income taxes		(371)		(177)
Loss (gain) on sale of property and equipment		204		(313)
Other long-term liabilities		(3,811)		42
Other non-cash items		1,200		(3,259)
Changes in other components of working capital		(69,669)		(79,550)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		4,576		(31,758)
Cash flows from investing activities:
Acquisition of property and equipment excluding financed purchases		(8,681)		(29,544)
Proceeds from sale of property and equipment		1,092		1,122
Change in restricted cash		(3,599)		4,877
NET CASH USED IN INVESTING ACTIVITIES		(11,188)		(23,545)
Cash flows from financing activities:
Proceeds from issuance of Convertible Notes		200,000		—
Proceeds from debt		711,092		473,490
Repayment of debt		(871,654)		(446,239)
Excess income tax benefit from share-based compensation		—		162
Issuance of common stock and effect of cashless exercise		—		(776)
Debt issuance costs		(14,656)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		24,782		26,637
Net increase in cash and cash equivalents		18,170		(28,666)
Cash and cash equivalents at beginning of year		75,452		135,583
Cash and cash equivalents at end of period	$	93,622	$	106,917

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Tutor Perini Corporation
Backlog Information
Unaudited
					Revenue
			New Awards in the		Recognized in the
	Backlog at		Three Months Ended		Three Months Ended		Backlog at
(in millions)	March 31, 2016		June 30, 2016(a)		June 30, 2016		June 30, 2016
Civil	$	3,346.1	$	93.5	$	(465.7)	$	2,973.9
Building		2,874.7		150.2		(523.5)		2,501.4
Specialty Contractors		1,938.4		174.7		(318.9)		1,794.2
Total	$	8,159.2	$	418.4	$	(1,308.1)	$	7,269.5
					Revenue
			New Awards in the		Recognized in the
	Backlog at		Six Months Ended		Six Months Ended		Backlog at
(in millions)	December 31, 2015		June 30, 2016(a)		June 30, 2016		June 30, 2016
Civil	$	2,743.7	$	1,031.7	$	(801.5)	$	2,973.9
Building		2,780.4		712.3		(991.3)		2,501.4
Specialty Contractors		1,941.0		453.9		(600.7)		1,794.2
Total	$	7,465.1	$	2,197.9	$	(2,393.5)	$	7,269.5
(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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